{"id":39614,"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-roger-gaston.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-storage-technology-inc-and-roger-gaston","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-storage-technology-inc-and-roger-gaston.html","title":{"rendered":"Employment Agreement &#8211; Storage Technology Inc. and Roger Gaston"},"content":{"rendered":"<pre>\nFebruary 9, 2001\n\n\n\nMr. Roger Gaston\n200 Highland Avenue\nRidgewood, NJ 07450\n\n\nDear Roger:\n\n\n\nI am pleased to offer you the position of Vice President, Human Resources,\nreporting directly to Patrick Martin, Chairman, President and Chief Executive\nOfficer. Your annualized base salary will be $250,000.00, payable bi-weekly.\nOther benefits being offered with this position are outlined below.\n\nYou will be eligible to participate in the 2001 StorageTek Pay for Performance\nManagement Bonus Plan. The target level incentive for your position will be 50%\nof your base salary. Incentive payout is based on achievement of corporate and\nindividual goals.\n\nTo assist with the transition to your new location, StorageTek will provide for\nthe relocation expenses as detailed in the attached Relocation Assistance\nSummary. If you voluntarily resign your employment or if you are terminated \"for\ncause\", as defined in the attached Addendum to the Offer Letter for Roger C.\nGaston, Requirements and Definitions, within eighteen (18) months of your\nrelocation date, you will be responsible for repaying on a prorated basis any\nrelocation expenses paid to you, on your behalf, or reimbursed to you pursuant\nto the terms of the attached Relocation Payback Assistance Agreement.\n\nSubject to the approval of the Board of Directors, you will receive 7,500 shares\nof StorageTek restricted common stock at par value, $0.10 per share. These\nshares will vest in increments of 25% on the first through fourth anniversaries\nof the grant.\n\nSubject to Board of Directors approval, you will be invited to participate in\nLEAP (Leveraged Equity Acquisition Program), an equity program under development\nfor the most senior managers at StorageTek. LEAP, when implemented, would\nrequire participants to purchase shares of StorageTek common stock, equivalent\nto a multiple of their salary. For your position you will be required to\npurchase StorageTek stock with a purchase price equal to 1 times your annual\nbase salary. Annual grants of options and\/or restricted stock will be made to\nLEAP participants, with the amount and type of grant being based on corporate\nperformance. The options and\/or restricted stock will vest in equal annual\ninstallments over a four-year period after the grant date. Your participation in\nStorageTek's LEAP Program is subject to the terms and conditions of the plan\ndocuments, as these plan documents are prepared and may be amended from time to\ntime. The LEAP Program is in the process of development and you will be provided\nwith plan documents regarding this program after the program is implemented and\nyou are invited to participate by the Board of Directors.\n\nAny options and restricted stock granted to you will be pursuant and subject to\nthe terms and conditions of StorageTek's 1995 Amended and Restated Equity\nParticipation Plan, as that plan may be amended from time to time. This Plan\nincludes provisions that may require you to surrender your stock options and\ngains realized upon the sale of your option stock during a period covering six\nmonths before or after your termination of employment. You will be provided a\ncopy of the stock option plan after your option grant is approved by the Board\nof Directors.\n\nAs a member of our team, you will be eligible to participate in our flexible\nbenefit program that currently includes: medical, dental, life, short- and\nlong-term disability coverage, employee stock purchase plan and many other\nemployee benefits and services.\n\nAs an executive, you will be eligible for the following perquisites that are\ncurrently in effect: \no First class air travel domestically, business class internationally \no Car allowance for a leased quality vehicle of $550 per month, plus \n  reimbursement for maintenance and insurance\no Executive vacation program allowing vacation as business conditions dictate.\n  There is no defined limit, and therefore, no vacation accrual.\n\nYour employment with StorageTek is \"at will\". Should your employment be\nterminated by StorageTek for reasons other than \"cause\", as defined in the\nattached, you will receive a severance payment equal to one year's base salary\non record at the time of termination.\n\nYou are also eligible to participate in the StorageTek 401(k) Plan upon hire and\nbegin contributions in the next available payroll cycle. You may defer up to 20\npercent of your base income into the 401(k) Plan, up to the current 402(g) limit\nset by the IRS ($10,500 in 2001). Currently, StorageTek matches 100 percent of\nthe first three percent of your annual base pay (up to $170,000) and 50 percent\nof the next four percent. You will have immediate ownership (be fully vested) in\nthe first three percent of match. After two years of service you will be fully\nvested in the remaining match.\n\nStorageTek also offers a deferred compensation program for executives. Under\nthis program you may contribute your 401(k) contributions on your salary over\n$170,000, up to 50% of your base salary and up to 75% of your marketing or\nmanagement bonuses into a tax deferred plan. This program is paying interest of\n9.03% in 2001.\n\nStorageTek will also provide you with life insurance that has a total death\nbenefit of two times your base pay. Your initial coverage will be through group\nterm insurance. After you start, you will receive enrollment materials for the\nexecutive life insurance plan that allow you to enroll in a universal life\npolicy (for coverage above $50,000) that you will own and that will earn cash\nsurrender value.\n\nHere at StorageTek, we are passionate about our work. Our culture is energizing,\ninnovative and challenging. We realize that talented people like you help make\nus more successful in our rapidly expanding world markets. StorageTek is an\nEqual Opportunity employer that embraces and encourages diversity. Our goal is\nto hire the right person into the right job at the right time -- so that we\ntogether can put the power of information into our customers' hands. We hope you\nwill help us meet this challenge and become part of the StorageTek team.\n\nRoger, we look forward to having you join our executive team. Please sign both\ncopies of this offer letter; return one copy of this letter and completed\nattachments by February 22, 2001 to indicate your acceptance of the terms of\nthis offer. This offer will expire after that date.\n\nWe look forward to having you join our team. If you have any questions regarding\nthis offer, please call me directly at (303) 661-2500. Or, you may call Linda\nLutton, Executive Staffing Consultant at (303) 661-6448.\n\nSincerely,\n\n\n\nPatrick Martin\nChairman, President and\nChief Executive Officer\n\n\n\n\n\n                  Addendum to the Offer Letter for Roger Gaston\n                          Requirements and Definitions\n\nThis offer of employment is contingent upon your completion of the following:\n\nUndergoing and passing StorageTek's employee screening inquiries, including\npre-employment drug screen and background investigation, and other testing as\nmay be required for your specific position;\n\no Verification of your eligibility to work in the United States; \no Identification of Pre-employment Commitments, and \no Execution of StorageTek's Proprietary Rights Agreement.\n\nYou will be eligible to start work with StorageTek after the pre-employment\nscreening requirements have been successfully met.\n\nYour employment with StorageTek (also referred to below in the term definitions\nas the \"Company\".) is \"at-will.\" This means that either you or StorageTek may\nterminate your employment at any time, with or without cause, with or without\nnotice, and for any reason or no reason. Any contrary representations or\nagreements, which may have been made to you, are superseded by this offer. The\n\"at-will\" nature of your employment described in this offer letter shall\nconstitute the entire agreement between you and StorageTek concerning the nature\nand duration of your employment. Should your employment be terminated by\nStorageTek for reasons other than cause, including a termination of employment\nwithin one year after a Change of Control, you will receive the severance\npayment described in your offer letter. Payment of severance is conditional upon\nyou will be required to sign a waiver and release of all claims, known or\nunknown, arising out of your employment relationship.\n\nFor purposes of this offer letter, Addendum to the Offer Letter and the attached\nRelocation Assistance Payback Agreement, the following terms are defined as\nfollows: Change of Control. \"Change of Control\" means the occurrence of any of\nthe following events:\n\n(i) The acquisition by any \"person\" (as such term is used in Sections 13(d) and\n14(d) of the Securities Exchange Act of 1934, as amended), other than the\nCompany or a person that directly or indirectly controls, is controlled by, or\nis under common control with, the Company, of the \"beneficial ownership\" (as\ndefined in Rule 13d-3 under said Act), directly or indirectly, of securities of\nthe Company representing thirty-five percent (35%) or more of the total voting\npower represented by the Company's then outstanding voting securities; or\n\n(ii) A merger or consolidation of the Company with any other corporation, other\nthan a merger or consolidation which would result in the voting securities of\nthe Company outstanding immediately prior thereto continuing to represent\n(either by remaining outstanding or by being converted into voting securities of\nthe surviving entity [including the parent corporation of such surviving\nentity]) at least fifty percent (50%) of the total voting power represented by\nthe voting securities of the Company or such surviving entity outstanding\nimmediately after such merger or consolidation, or the approval by the\nstockholders of the Company of a plan of complete liquidation of the Company, or\nthe sale or disposition by the Company of all or substantially all the Company's\nassets.\n\nCause. \"Cause\" as a basis for termination of your employment is defined as any\nof the following: willful failure to perform your duties and responsibilities as\nan executive of the company; your willful breach of any written agreement\nbetween you and the company; gross negligence or dishonestly in the performance\nof your duties; your willful violation of any of the Corporate Policies and\nPractices as in effect from time to time; your engaging in conduct or activities\nthat materially conflict with the interests of or injure the Company, or\nmaterially interfere with your duties owed to the Company; your refusal to\ncomply with or material neglect of instructions received from your manager, and\nyour conviction in any criminal or civil proceeding (or entering into a plea\nbargain admitting criminal guilt, including any plea to any offense for which a\ndeferred sentence or prosecution is received.)\n\n\nRelocation Assistance\nTo assist with the transition to your new location, StorageTek will reimburse\nthe following relocation expenses for you. The relocation assistance described\nin this summary will be provided per the StorageTek Domestic Relocation\nGuidelines. This offer of relocation will expire twelve (12) months after your\nhire date.\n\nAfter accepting this position and signing and returning the Relocation\nAssistance Payback Agreement, you will be contacted by a representative of\nCendant Mobility, our relocation partner, for a phone consultation. They will\ndiscuss with you the details of the relocation benefits summarized below.\n\no        Shipment of Household Goods\no        StorageTek will pay the costs of shipping your household goods and two\n         cars. Cendant Mobility will arrange the shipment of your household\n         goods for you. StorageTek will also pay for up to 30 days of storage\n         for your household goods in your new location.\no        Travel Expenses to New Location\no        StorageTek will reimburse approved expenses for travel costs and\n         lodging enroute to your new location for you and your family upon\n         receipt of expenses incurred by you.\no        Home Sales Assistance\no        StorageTek will pay the reasonable and standard Seller's closing costs\n         associated with the sale of your primary residence if all the criteria\n         for home sales assistance are successfully met. You must consult with\n         Cendant Mobility prior to listing your home.\no        Relocation Allowance\n\nTo help you with the remaining costs of relocating, StorageTek will provide you\nwith a relocation allowance less applicable federal, state and FICA taxes. The\nrelocation allowance amount is intended for you to use at your discretion for\nany other relocation expenses that you may incur beyond those listed above. You\nshould receive this relocation allowance in your first regular paycheck from\nStorageTek.\n\nShould you have any questions regarding this relocation package before you\naccept your offer, please contact either Linda Lutton, Executive Staffing\nConsultant, at (303) 661-6448 or Cathy Badell, HRD Specialist - Global Mobility,\nat (303) 661-2324.\n\nI have read this Addendum to the Offer Letter for Roger Gaston dated 02\/16\/01\nand I understand and accept its terms.\n\n\n---------------------------------   --------------------\nRoger Gaston                        Acceptance Date\n\n\n\n\n\n                     Relocation Assistance Payback Agreement\n\nShould you resign your employment or if you are terminated \"for cause\" from\nStorage Technology Corporation (\"StorageTek\") within eighteen (18) months from\nyour relocation date, you agree to repay StorageTek any relocation expenses paid\nto you, on your behalf or reimbursed to you. These expenses include, but are not\nlimited to, lump sum payments for relocation assistance, payment of shipment of\nhousehold goods, travel expenses to the new location, and home sales assistance\nif offered. Such amount shall be payable immediately upon resignation of\nemployment and will be prorated based on completed hours of employment service\nsince your relocation date. In addition, you agree to authorize StorageTek to\ndeduct any amounts owed to StorageTek pursuant to this Relocation Assistance\nPayback Agreement from your final paycheck and any other amounts that StorageTek\notherwise might pay upon termination, including without limitation your accrued\nbut unused vacation. Your relocation date is the date you commenced work with\nStorageTek. You hereby agree to waive protest, notice of dishonor, and all other\nnotice or demand in connection with delivery, acceptance, performance, default,\nor endorsement of this Agreement. In the event you refuse or fail to repay the\namount owed for relocation expenses paid to you by StorageTek, StorageTek will\nbe entitled to recover from you its attorney's fees and costs associated with\nthe collection of said expenses.\n\nAccepted by:\n                  --------------------------         ---------\n                  Roger Gaston                       Date\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nI have read this offer and I understand and accept its terms.\n\n\n---------------------------------                -------------------\nRoger C. Gaston                                  Acceptance Date\n\n\nTo facilitate enrollment into our personnel system, please provide the\nfollowing:\n\n\n--------------------------                       -------------------\nSocial Security Number                           Date of Birth\n\n\nAssuming that I have received notification that I have successfully passed all\ncomponents of StorageTek's pre-employment screening process before such date*, I\nwould like to start work on the following date:\n\n\n--------------------------\nStart Date\n\n*please note: We typically receive the background check in five to seven\nbusiness days from when you fax it in. We typically receive the drug test\nresults in three to four business days from when you take the test.\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-39614","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\/39614","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=39614"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39614"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39614"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39614"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}