{"id":39612,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-storage-technology-inc-and-david-e-weiss.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-storage-technology-inc-and-david-e-weiss","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-storage-technology-inc-and-david-e-weiss.html","title":{"rendered":"Employment Agreement &#8211; Storage Technology Inc. and David E. Weiss"},"content":{"rendered":"<pre>\nJune 24, 1996\n\n\nDavid E. Weiss\n6900 Pawnee Way\nLongmont, CO  80503\n\nDear David:\n\nThis letter (the 'Agreement') sets forth the terms and conditions of your\nemployment with Storage Technology Corporation (the 'Company').  It is\nintended to replace all prior agreements, including but not limited to the\nletter agreements of February 17, 1995, December 6, 1995 and May 22, 1996.\nIn consideration of your employment by the Company on the terms and\nconditions set forth below, and the mutual covenants and agreements\ncontained herein, you and the Company agree as follows:\n\n      1.  Position:  You will be employed full-time by the Company as\nChairman of the Board of Directors, President and Chief Executive Officer.\nYou will report to the Board of Directors of the Company and perform such\nduties as may be assigned you from time to time.  During the Employment Term\n(as herein defined), you shall devote your entire working time, attention\nand energies to the business of the Company.  Except for personal\ninvestments, which shall not conflict with the business of the Company, you\nshall not engage in any other business activity or activities that require\npersonal services by you that may conflict with the proper performance of\nyour duties hereunder.\n\n     2.   Employment.  The term of your employment pursuant to this\nagreement (the 'Employment Term') is effective as of May 22, 1996 and shall\nthereafter continue through May 21, 1999 at the salary and terms contained\nherein unless otherwise modified by the Board of Directors.\n\n     3.   Base Compensation.  For your services during the Employment Term,\nthe Company will pay you an annual base salary, effective May 22, 1996, of\n$550,000.00 per year.  Such salary shall be payable in installments in\naccordance with the regular payroll policies of \n\n- --------------------------------------------------------------------------------\n                                                         StorageTek Top Security\n\n\nDavid E. Weiss\nJune 24, 1996\nPage 2\n\n\n\nthe Company in effect from time to time during the Employment Term.  The amount\nof your base salary may be adjusted either upward or downward by the Company\nfrom time to time during the Employment Term.\n        \n     4.  Stock Options:  In addition to stock options earlier granted to\nyou, you have received a grant for an additional 250,000 shares, 40% of\nwhich vest over the next three years in equal installments on the\nanniversary of the grant date and 60% of which vest eight years from the\ndate of grant, unless vesting is accelerated to the first, second or third\nyear anniversaries of the grant date, in one-third increments, based on\nperformance against goals to be established by the Board.  You continue to\nbe eligible for future grants in accordance with the policies of the Company\nin effect from time to time.\n\n     5.  Bonuses.\n\n          (a)  MBO Bonus Program.  The Company currently maintains a\nManagement By Objective Bonus Program (the 'MBO Program').  During the\nEmployment Term, you shall be eligible for such bonuses as may be\nestablished from time to time in accordance with the MBO Program by the\nCompany's Board of Directors (the 'Board').  For 1996, the Board has\nestablished for you an On Plan Bonus potential percentage of 70%.  Such\npercentage may be adjusted either upward or downward for subsequent years\nduring the Employment Term.  Any payments under the MBO Program shall be\nmade in accordance with the provisions of, and under the conditions\ncontained in, the MBO Program and the terms of any bonus award authorized\nfor you by the Board.\n\n     6.  Termination of Employment.\n\n          (a)  Termination Without Cause.  If, during the Employment Term,\nthe Company elects to terminate your employment without 'Cause' (as that\nterm is defined in paragraph 6(d)), except for terminations covered by the\nprovisions of 6(b), or if you should die without Cause existing at such\ntime, you shall be entitled to receive, as a severance payment, a payment\nequal to the greater of (i) your base salary through the end of the\nEmployment Term, or (ii) one year's base salary plus 100% of your On Plan\nBonus potential percentage under the MBO Program, for the year of\ntermination (whether or not such bonus would be otherwise payable).  Such\namount shall be paid to you in a cash lump sum within thirty days after your\n\n\n- --------------------------------------------------------------------------------\n                                                         StorageTek Top Security\n\nDavid E. Weiss\nJune 24, 1996\nPage 3\n\n\ntermination of employment pursuant to this paragraph 6(a).  In addition, you\nshall be entitled to exercise any vested stock options then held to acquire\nshares of Common Stock in accordance with the Option Agreement.\n\n          (b)  Termination in the Event of Sale, Merger or Change of\nControl.  If, during the Employment Term, the Company is sold, or merged\nwith or into another company (in a transaction in which the Company is not\nthe surviving entity), or in which the stockholders of the Company\nimmediately prior to the merger own 50% or less of the Company after the\nmerger, or all or substantially all of the assets of the Company are sold,\nor more than 25% of the outstanding voting capital stock of the Company is\nacquired by another person or persons (as such term is used in Sections\n13(d) and 14(d)(2) of the Securities Exchange Act of 1934) acting as a\ngroup, (any of which events is referred to hereinafter as a 'Change in\nControl'), and your employment is terminated either by you for any reason or\nby the Company without Cause and such termination occurs within 24 months\nafter the date of any such Change in Control, then, upon such termination,\nand subject to the provisions of section 6(c) below, (i) the Company will\npay you an amount equal to the greater of the amount due pursuant to\nparagraph 6(a), above, or two times your annual base salary then in effect,\nplus two times 100% of your On Plan Bonus under the MBO Program based on\nyour annual salary and On Plan Bonus potential percentage in effect\nimmediately prior to the Change in Control (which shall be calculated as if\nthe Company meets its plan for such year and which shall be payable whether\nor not the Company does in fact meet its plan), (ii) all outstanding stock\noptions shall fully vest and become exercisable in full, and (iii) the\nCompany's right to repurchase shall terminate with respect to any stock\nearlier purchased by you under the Company's 1987 Equity Participation Plan,\nand all such stock shall become fully vested.  In addition, after such\ntermination of employment, you shall be entitled to exercise all stock\noptions in accordance with the terms of the Option Agreements.  To the\nextent you would be entitled to payments or your rights to restricted stock\nor stock options would vest not only pursuant to the terms of this section\n6(b), but also pursuant to the provisions of other section(s) of this\nagreement, or other agreements with the Company, then such payments shall be\ndeemed made and such vesting shall be deemed \n\n\n- --------------------------------------------------------------------------------\n                                                         StorageTek Top Security\n\nDavid E. Weiss\nJune 24, 1996\nPage 4\n\n\nto occur pursuant to the terms of such other section(s) or other agreements,\nand not under the terms of this section 6(b).\n        \n          (c)  Limitation on Payments.  In the event that the severance and\nother benefits provided for in this Agreement or otherwise payable to you\n(i) would constitute 'parachute payments' within the meaning of Section 280G\nof the Internal Revenue Code of 1986, as amended (the 'Code') and (ii) but\nfor this section (c), would be subject to the excise tax imposed by Section\n4999 of the Code, then such severance benefits shall be either (i) delivered\nin full, or (ii) delivered as to such lesser extent which would result in no\nportion of such severance benefits being subject to excise tax under Section\n4999 of the Code, whichever of the foregoing amounts, taking into account\nthe applicable federal, state and local income taxes and the excise tax\nimposed by Section 4999, results in the receipt by you on an after-tax\nbasis, of the greatest amount of severance benefits, notwithstanding that\nall or some portion of such severance benefits may be taxable under Section\n4999 of the Code.  Unless you and the Company agree otherwise in writing,\nany determination required under this section 6(c) shall be made in writing\nby the Company's independent public accountants (the 'Accountants')\nimmediately prior to Change of Control or, if the termination is pursuant to\nsection 6(a), immediately after such termination.  Such determination shall\nbe conclusive and binding upon you and the Company for all purposes.  For\npurposes of making the calculations required by this section 6(c), the\nAccountants may make reasonable assumptions and approximations concerning\napplicable taxes and may rely on reasonable, good faith interpretations\nconcerning the application of Sections 280G and 4999 of the Code.  You and\nthe Company shall furnish to the Accountants such information and documents\nas the Accountants may reasonably request in order to make a determination\nunder this section.  The Company shall bear all costs the Accountants may\nreasonably incur in connection with any calculations contemplated by this\nsection 6(c).\n\n          (d)  Termination for Cause. If the Company, during the Employment\nTerm, elects to terminate your employment for Cause, your employment will\nterminate on the date fixed for termination by the Company (provided,\nhowever, that if the Company so elects during the 24-month period following\na Change in Control, you shall be given prior notice and shall \n\n\n- --------------------------------------------------------------------------------\n                                                         StorageTek Top Security\n\nDavid E. Weiss\nJune 24, 1996\nPage 5\n\n\n\nbe permitted to voluntarily terminate your employment pursuant to section 6(b)\nhereof, in which case this section 6(d) shall be inapplicable).  Following a\nTermination for Cause under this section, the Company will not be obligated to\npay you any additional compensation, whether in the way of base compensation,\nbonus or otherwise, other than the compensation due and owing through the date\nof termination.  'Cause,' for purposes of this Agreement, shall mean any of the\nfollowing: (i) willful breach by you of any provision of this Agreement or any\nother written agreement between you and the Company; (ii) gross negligence or\ndishonesty in the performance of your duties hereunder; (iii) engaging in\nconduct or activities or holding any position that materially conflicts with\nthe interest of, or materially interferes with your duties owed to, the\nCompany; (iv) engaging in conduct that is materially detrimental to the\nbusiness of the Company; or (v) any intentional violation of Company policies\napplicable to employees of your position with the Company.\n        \n     7.   Benefit Programs.  You shall also be entitled to such benefits and\nbenefit programs that apply to you and your position as the Company and the\nBoard may adopt from time to time, in accordance with the provisions of such\nprograms then in effect.  Certain presently existing benefit programs (which\nmay or may not remain in effect) are outlined below:\n   \n          a.   Life Insurance:  Your life insurance coverage will be three\ntimes your base salary.\n\n          b.   Medical Coverage:  You will have executive medical coverage.\nThis insurance covers 100% of your family's medical expenses up to $5,000\nover our group insurance coverage annually.\n\n     8.   Compensation Deferral:  You will be able to defer your\ncompensation in accordance with the terms of our Executive Deferred\nCompensation Plan.\n\n     9.   Automobile:  You will receive Auto allowance reimbursement on\nleased automobile payments and reimbursement for regular maintenance and\nautomobile insurance on your leased automobile, to the limit approved by the\nBoard of Directors.\n\n     10.  Miscellaneous Executive Perquisites:  During your Employment Term,\nyou shall be eligible for the following:\n\n\n- --------------------------------------------------------------------------------\n                                                         StorageTek Top Security\n\nDavid E. Weiss\nJune 24, 1996\nPage 6\n\n\n\n\n          -       First class air travel as long as StorageTek is profitable.\n\n          -       Membership in an airline VIP club.\n\n          -       Financial and tax counseling in an amount per yearequal to \n                  1% of annual base salary.\n\n          -       Company-paid physical examination.\n\n      11. Miscellaneous Provisions.\n\n          (a)  Withholding.  All payments to you pursuant to this Agreement\nshall be subject to withholding of all amounts required to be withheld by\napplicable Internal Revenue Service and State tax authorities by the Company\nand shall be conditioned upon your submission of all information or\nexecution of all instruments necessary to enable the Company to comply with\nsuch withholding requirements.\n\n          (b)  Confidentiality Agreement.  As a condition of your\nemployment, you have executed the Company's standard form of confidential\ninventions and trade secrets agreement.  You reaffirm that during the\nEmployment Term you will comply with all provisions of said agreement and\nagree that you will enter into such modifications or amendments thereof as\nthe Company may reasonably request from time to time.\n\n          (c)  Notice.  Any notice required to be given in accordance with\nthe provisions of this Agreement shall be given in writing, either by\npersonal delivery or by causing such written notice to be mailed, first\nclass postage prepaid, in the United States mail to you at the address set\nforth above or to the Company at its principal business address, or at such\nother address for a party as shall be specified by like notice, provided\nthat notices of change of address shall be effective only upon receipt\nthereof.\n\n          (d)  Governing Law.  This Agreement is entered into in accordance\nwith, and shall be interpreted pursuant to the provisions of, the internal\nlaws of the State of Colorado (without regard to conflict of law\nprinciples).\n\n          (e)  Severability.  If any provision of this Agreement shall be\nheld to be invalid or unenforceable, such invalidity or unenforceability\nshall not affect or impair the validity or \n\n\n\n- --------------------------------------------------------------------------------\n                                                         StorageTek Top Security\n\nDavid E. Weiss\nJune 24, 1996\nPage 7\n\n\n\n\nenforceability of the remaining provisions of this Agreement, which shall\nremain in full force and effect in accordance with their terms.\n        \n          (f)  Entire Agreement.  This Agreement embodies the entire\nagreement between the parties relating to the subject matter hereof, and\nsupersede all previous agreements or understandings, whether oral or\nwritten.\n          (g)  Amendment of Agreement.  This Agreement may not be modified\nor amended, and no provision of this Agreement may be waived, except by a\nwriting signed by the parties hereto.\n\nIf this letter accurately sets forth the terms of our agreement relating to\nyour employment, please sign the enclosed copy of this letter in the space\nprovided below and return it to the Company.\n\nVery truly yours,\n\n\n\/s\/ STEPHEN J. KEANE\n\nStephen J. Keane\nChairman, Human Resources and\n  Compensation Committee\nBoard of Directors\n\n\n\n                                            \n                                             \/s\/ DAVID E. WEISS\n                                             --------------------------\n                                             Name \n\n                                             6 Aug 96\n                                             --------------------------\n                                             Date \n                                            \n\n\n\n\n\n\n\n\n\n\n\n- --------------------------------------------------------------------------------\n                                                         StorageTek Top Security\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8959],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9539,9544],"class_list":["post-39612","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-storage-technology-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39612","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39612"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39612"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39612"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39612"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}