{"id":40458,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-and-release-storage-technology-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-and-release-storage-technology-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-agreement-and-release-storage-technology-corp-and.html","title":{"rendered":"Separation Agreement and Release &#8211; Storage Technology Corp. and Karen N."},"content":{"rendered":"<pre>                        SEPARATION AGREEMENT AND RELEASE\n\n\n\n         This Separation Agreement and Release (\"Agreement\") is made this 7th\nday of February, 2001 (the \"Effective Date\") by and between Storage Technology\nCorporation (the \"Company\") and Karen N. (the \"Employee\").\n\n         WHEREAS, Employee was employed by the Company as Chief Administrative\nOfficer;\n\n         WHEREAS, Employee signed a Storage Technology Corporation Proprietary\nRights Agreement in consideration of employment with the Company;\n\n         WHEREAS, Employee's employment with the Company and Corporate Officer\nEmployment Agreement dated October 1, 1999 (the \"Employment Agreement\") are both\nterminated effective February 14, 2001 (the \"Termination Date\"); with salary and\nbenefits paid through the Termination Date;\n\n         WHEREAS, the Company has agreed to provide Employee with valuable\nconsideration to facilitate Employee's transition from the Company;\n\n         WHEREAS, Employee has agreed to release the Company from any claims\narising from or related to Employee's employment relationship with the Company;\n\n         WHEREAS, this Separation and Release Agreement supersedes all previous\noral and written agreements regarding Employee's employment with Storage\nTechnology Corporation, provided, however, that the terms and conditions of\nEmployee's Employment Agreement, to the degree that they do not conflict with\nthe terms and conditions of this Separation Agreement, shall remain in full\nforce and effect;\n\n         NOW THEREFORE, in consideration of the mutual promises made herein, the\nCompany and Employee (jointly referred to as \"the Parties\") hereby agree as\nfollows:\n\n         1. CONSIDERATION: The Company agrees to pay Employee a separation\npayment of $250,000.00, which amount equals one year's current base salary, said\namount to be paid to Employee less applicable withholding (the \"Consideration\").\nEmployee acknowledges that she is not entitled to the Consideration recited in\nthis Separation Agreement and Release but for the execution of this Separation\nAgreement and Release. The Consideration will be paid within thirty days upon\nthe full execution and acceptance of this Agreement and upon expiration of the\nrevocation period as described in Paragraph 6 below. The Parties acknowledge and\nagree that 25% of the severance payment is made solely in consideration of\nEmployee executing and not revoking the ADEA Waiver and Release as set forth in\nParagraph 6 below.\n\n         2. STOCK OPTIONS &amp; RESTRICTED STOCK: As of the Termination Date,\nEmployee agrees and acknowledges that she has 29,742 vested shares of the\nCompany's common\n\n\n\nPage 1\n   2\n\nstock under the 1995 Storage Technology Corporation Equity Participation Plan.\nEmployee's stock will continue to be governed by the respective Storage\nTechnology Equity Participation Plan as listed above. Employee shall not be\nentitled to continue vesting in Company stock after the Termination Date.\nPursuant to the terms of the company's 1995 Equity Participation Plan, Employee\nwill have ninety (90) days from the Termination Date to exercise the vested\noptions. On the Termination Date, the Company shall exercise its right to\nrepurchase all of Employee's unvested restricted stock.\n\n         3. BENEFITS: Employee's insurance benefits (medical, dental, long-term\ndisability, accidental death and dismemberment and life insurance) will cease on\nthe Termination Date, subject to Employee's rights to continue her health\ninsurance under COBRA. Employee will not be entitled to accrual of any employee\nbenefits, including, but not limited to, vacation and personal time off\nbenefits, after the Termination Date. In addition to the consideration recited\nabove, the Parties further acknowledge and agree that Employee will be paid the\nlump sum payment of $8,753.24, which represents twelve (12) months of COBRA\nhealth insurance premium payments for family medical and dental coverage.\n\n         4. PAYMENT OF SALARY: Employee acknowledges and represents that the\nCompany has paid all salary, wages, bonuses, earned unused vacation, and any and\nall other benefits and compensation due to Employee up to the Termination Date.\nThe parties further acknowledge and agree that Employee is entitled to receive a\nperformance bonus in the amount of 50% of Employee's current base salary\n($137,500.00) for the achievement of performance objectives through December 31,\n2000, said bonus to be paid on the Termination Date or on the next paycheck.\nEmployee acknowledges and agrees that with the exception of the bonus payment\nreferenced herein, she is not eligible or entitled to receive any other type of\nbonus payment by the Company for the calendar years 2000 or 2001. Employee\nspecifically acknowledges that she is not entitled to receive any type of bonus\nthrough the Management By Objective Bonus Program (\"MBO Program\") or any type of\nbonus through the Retention Bonus Program paid by the Company for the calendar\nyears 2000 or 2001.\n\n         5. RELEASE OF CLAIMS:\n\n                  (a) By Employee\n\n                  Employee agrees that the foregoing Full Consideration\nrepresents settlement in full of all outstanding obligations owed to Employee by\nthe Company and its officers, managers, supervisors, agents and employees.\nEmployee hereby and forever releases the Company and its officers, directors,\nemployees, managers, supervisors, agents, investors, shareholders,\nadministrators, affiliates, divisions, subsidiaries, predecessor and successor\ncorporations, and assigns (\"the Releasees\") from, and agrees not to sue\nconcerning, or, in any manner to institute, prosecute or pursue, any claim,\ncomplaint, charge, duty, obligation or cause of action relating to any matters\nof any kind, whether presently known or unknown, suspected or unsuspected,\ndisclosed or undisclosed, liquidated or contingent, that Employee may possess\nagainst any of the Releasees arising from any omissions, acts or facts that have\noccurred up until and including the Effective Date of this Agreement including,\nwithout limitation,\n\n\n\nPage 2\n   3\n\n                  (1) any and all claims or demands, directly or indirectly,\nrelating to or arising out of Employee's employment relationship with the\nCompany, the termination of that relationship, salary, bonuses, commissions,\nstock, stock options, or any ownership interest in the Company, vacation pay,\npersonal time off, fringe benefits, expense reimbursements, or any other form of\ncompensation; however, Employee shall have thirty (30) days after Termination\nDate within which to submit requests for reimbursement for expenses.\n\n                  (2) any and all claims for wrongful discharge of employment;\ntermination in violation of public policy; discrimination; harassment;\nretaliation; breach of contract, both express and implied; breach of a covenant\nof good faith and fair dealing, both express and implied; promissory estoppel;\nnegligent or intentional infliction of emotional distress; negligent or\nintentional misrepresentation; negligent or intentional interference with\ncontract or prospective economic advantage; unfair business practices;\ndefamation; libel; slander; negligence; personal injury; assault; battery;\ninvasion of privacy; false imprisonment; conversion; workers' compensation and\ndisability benefits;\n\n                  (3) any and all claims for violation of any federal, state or\nmunicipal statute, including, but not limited to, the Colorado\nAnti-Discrimination Act; the Americans with Disabilities Act; Title VII of the\nCivil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Civil\nRights Acts of 1866 and 1871; attorney's fees, costs and other expenses under\nTitle VII of the Civil Rights Act of 1964, as amended, or any other statute,\nagreement or source of law; the Age Discrimination in Employment Act; the Equal\nPay Act; the Fair Labor Standards Act; the Family and Medical Leave Act; the\nNational Labor Relations Act; the Occupational Safety and Health Act; the\nRehabilitation Act; Executive Order 11246; the Colorado Labor Peace Act; the\nColorado Wage Claim Act; the Colorado Constitution; the Worker Adjustment and\nRetraining Notification Act; the Employee Retirement Income Security Act of\n1974; and the Labor Peace Act;\n\n                  (4) any and all claims for violation of federal, or any state,\nconstitution, law or statute;\n\n                  (5) any and all claims arising out of any other laws and\nregulations relating to employment or employment discrimination; and\n\n                  (6) any and all claims for attorneys' fees and costs.\n\n                  Employee agrees that in the event that she brings a claim\ncovered by this release in which she seeks damages or other remedies against the\nCompany or in the event she seeks to recover against the Company in any claim\nbrought by a government agency on his behalf, this Agreement shall serve as a\ncomplete defense to such claims.\n\n                  Employee acknowledges and agrees that any breach of this\nparagraph shall constitute a material breach of the Agreement, and shall entitle\nthe Company immediately to recover the monetary consideration described in\nParagraph 1 above, in addition to all other remedies available. Employee shall\nalso be responsible to the Company for all costs, attorneys' fees and any and\nall damages incurred by the Company in: (a) enforcing these obligations,\nincluding the bringing of any action to recover the monetary consideration, and\n(b) defending against a claim brought or pursued by Employee in violation of the\nprovisions of this paragraph regarding release of claims.\n\n\n\nPage 3\n   4\n\n                  Employee agrees that the release set forth in this section\nshall be and remain in effect in all respects as a complete general release as\nto the matters released. This release does not extend to any obligations\nincurred under this Agreement.\n\n                  (b) By Company\n\n                  Company agrees that this Agreement represents settlement in\nfull of all obligations, claims, and disputes between Employee and Company.\nCompany, on behalf of itself and on behalf of any company, partnership, limited\nliability company, joint venture, or any other person or entity with which\nCompany is affiliated or its officer(s), director(s), partner(s),\nshareholder(s), member(s) or controlling person(s), as well as on behalf of any\nother party claiming by or through Company, agree(s) to full and complete\nsettlement, release and discharge of all past, present and future claims,\ndemands, actions, liabilities, obligations, losses, damages and compensation,\nwhether known, unknown, suspected or unsuspected, whether based on tort,\ncontract, equity, statute or any other theory of recovery against Employee,\nEmployee's past, present and future agents, representatives, spouses, heirs and\nsuccessors in interest; provided, however, that the foregoing release shall not\noperate to release Company from its obligations, representations and covenants\nto comply with its obligations under this Agreement, it being understood that\nthe same shall survive the execution of this Agreement.\n\n         6. ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA: Employee acknowledges\nthat she is waiving and releasing any rights she may have under the Age\nDiscrimination in Employment Act of 1967, as amended (\"ADEA\") and that this\nwaiver and release is knowing and voluntary. Employee agrees that this waiver\nand release does not apply to any rights or claims that may arise under the ADEA\nafter the Effective Date of this Agreement. Employee acknowledges that the\nconsideration given for this waiver and release is in addition to anything of\nvalue to which Employee was already entitled. Employee further acknowledges that\nshe has been advised by this writing as required by the ADEA that:\n\n                  (a) she has the right to and is advised to consult with an\nattorney prior to executing this Agreement;\n\n                  (b) she has twenty-one (21) days within which to consider this\nAgreement (although she may choose to execute this Agreement earlier);\n\n                  (c) she has seven (7) days following the execution of this\nAgreement to revoke the Agreement after which time, the Company shall pay to\nEmployee the Consideration set forth above and implement the forgiveness of the\namounts set forth in the Full Consideration; and\n\n                  (d) this Agreement shall not be effective until the revocation\nperiod has expired.\n\n         7. NO FUTURE LAWSUITS: Employee represents that she does not currently\nintend to bring any claims on behalf of Employee or on behalf of any other\nperson or entity against the Company or any other person or entity referred to\nherein.\n\n\n\nPage 4\n   5\n\n                  Employer represents that it does not currently intend to bring\nany claims on behalf of Company against Employee or cooperate with any other\nperson or entity in bringing a claim against Employee.\n\n         8. PRESERVATION OF TRADE SECRETS AND CONFIDENTIAL INFORMATION: Employee\nreaffirms and agrees to observe and abide by the terms of the Proprietary Rights\nAgreement and that said Proprietary Rights Agreement survives this Agreement,\nspecifically including the provisions therein regarding nondisclosure of the\nCompany's trade secrets and confidential and proprietary information related to\ninventions, and strategic planning, customers, financial projections, revenue\nprojections, financing, staffing, operation and accounting information related\nto the Company's business.\n\n         9. NON-COMPETE PROVISIONS: Per the terms of Section 8 of your\nEmployment Agreement, you confirm that for a period of twelve months from the\nTermination Date that you will not, either directly or indirectly, engage in any\nactivity in competition with any product or service of the Company (said\ncompetitive activities to be determined and identified at the reasonable\ndiscretion of the Company), or harmful or contrary to the best interest of the\nCompany, including accepting employment with or serving as a consultant to any\nentity that is in competition with the Company. Per Section 8, and for the\npurposes of Section 8, those companies deemed to be competitors to StorageTek\nare Advanced Digital Information Corporation, ATL\/Quantum Corporation, Benchmark\nTape Systems Corporation, EMC Corp., Exabyte, Inc., Front Porch Digital, Inc.,\nHewlett-Packard Company, IBM Corporation, McData Corporation, Managed Storage\nInternational, Inc., Storage Networks, Inc., and Sun Microsystems, Inc. With\nrespect to aforementioned companies, if you were to seek employment with a\nnon-storage related entity\/division within these companies, then you may notify\nStorageTek, in writing, of your desire to become employed by such\nentity\/division and StorageTek may at its reasonable discretion and\nnotwithstanding the aforesaid provisions, grant you permission to seek\nemployment with such entity\/division, such permission not to be unreasonably\nwithheld or delayed.\n\n         10. NON-SOLICITATION: Per the terms of Section 8 of your Employment\nAgreement, you confirm that during the two-year period commencing with the\nTermination Date, you will not, directly, or indirectly, hire, solicit, or\nencourage any then-current Company employees to apply for employment with any\nperson or entity (a) with which you are (or intend to be) employed, (b) by whom\nyou or an entity in which you are employed or have a financial interest is\nengaged as a consultant, recruiter, independent contractor or otherwise, or (c)\nin which you further covenant and agree that you will not provide to any other\nperson or entity the names of or references on any person who is then employed\nby the Company.\n\n         11. RETURNING COMPANY PROPERTY. Employee agrees to deliver to the\nCompany on or before the Termination Date, and not to keep in her possession,\nrecreate or deliver to anyone else, any and all devices, records, data, notes,\nreports, e-mail messages, proposals, lists, correspondence, specifications,\ndrawings, blueprints, sketches, materials, equipment, other documents or\nproperty, reproductions of any aforementioned items, or electronically stored or\naccessible copies or versions of such items, which were provided to Employee by\nthe Company, developed or obtained by Employee as a result of her employment\nwith the Company, or otherwise belonging to the Company, its successors or\nassigns.\n\n\n\nPage 5\n   6\n\n         12. CONFIDENTIALITY: Employee agrees to maintain in complete confidence\nthe existence of this Agreement, the contents and terms of this Agreement and\nthe consideration for this Agreement (hereinafter collectively referred to as\n\"Separation Information\"). Except as required by law or in communications with\nimmediate family members, Employee agrees to disclose Separation Information\nonly to those attorneys, accountants, tribunals and governmental entities who\nhave a reasonable need to know of such Separation Information, and to prevent\ndisclosure of any Separation Information by them or by family members to other\nthird parties. Employee agrees that there will be no publicity, directly or\nindirectly, concerning any Separation Information, unless required by any\nreporting laws or regulations or any other state or federal law, statute or\nregulation.\n\n         13. NO COOPERATION WITH OTHERS: Employee agrees that she will not\ncounsel or assist any attorneys or their clients in the presentation or\nprosecution of any disputes, differences, grievances, claims, charges, or\ncomplaints by any third party against the Company and\/or any officer, director,\nemployee, agent, representative, shareholder or attorney of the Company, unless\nunder a subpoena or other court order to do so. Employee further agrees that she\nwill not knowingly encourage, advise or assist any Company employee or former\nCompany employee to prosecute any claim, charge or complaint against any of the\nReleasees.\n\n         14. NON-DISPARAGEMENT: The Company and Employee mutually agree that the\nterms of the separation of Employee are amicable and mutually acceptable and\neach agree with the other that neither shall malign, defame, blame, or otherwise\ndisparage the other, either publicly or privately regarding the past of future\nbusiness or personal affairs of the Company or Employee, or any other officer,\ndirector or employee of the Company.\n\n         15. NO ADMISSION OF LIABILITY: Employee and Company understand and\nacknowledge that this Agreement constitutes a compromise and settlement of any\nand all potential disputed claims. No action taken by the Company hereto, either\npreviously or in connection with this Agreement, shall be deemed or construed to\nbe (a) an admission of the truth or falsity of any potential claims or (b) an\nacknowledgment or admission by the Company of any fault or liability whatsoever\nto Employee or to any third party.\n\n         16. COSTS: The Parties shall each bear their own costs, expert fees,\nattorneys' fees and other fees incurred in connection with this Agreement.\n\n         17. ARBITRATION: The Parties agree that any and all disputes arising\nout of the terms of this Agreement, their interpretation, including any\npotential claims of discrimination, harassment, retaliation, wrongful\ntermination, or breach of contract, and any of the matters herein release, shall\nbe subject to Binding Arbitration in Boulder, County, Colorado before the\nAmerican Arbitration Association under its national rules for the resolution of\nemployment disputes, or by a retired judge to be mutually agreed upon. The\nParties agree that the prevailing party in any arbitration shall be entitled to\ninjunctive relief in any court of competent jurisdiction to enforce the\nArbitration award. The parties agree that the prevailing party in any\narbitration shall be awarded its reasonable attorney's fees and costs to the\nextent provided by law. Employee expressly acknowledges that she is waiving any\nright to a jury trial for any and all claims covered by this Agreement.\n\n\n\nPage 6\n   7\n\n         18. NO REPRESENTATIONS: Employee represents that she has had the\nopportunity to consult with an attorney, and has carefully read and understands\nthe scope and effect of the provisions of this Agreement. Employee has not\nrelied upon any representations or statements made by the Company regarding the\nsubject matter of this Agreement which are not specifically set forth in this\nAgreement.\n\n         19. SEVERABILITY: In the event that any provision or any portion of any\nprovision hereof becomes or is declared by a court of competent jurisdiction to\nbe illegal, unenforceable or void, this Agreement shall continue in full force\nand effect without said provision or portion of provision, unless the absence of\nthat provision or portion materially alters the rights and obligations of the\nsignatories under this Agreement.\n\n         20. ENTIRE AGREEMENT: This Agreement represents the entire agreement\nand understanding between the Company and Employee concerning Employee's\nemployment with and separation from the Company and the events leading thereto\nand associated therewith, and supersedes and replaces any and all prior\nagreements and understandings concerning Employee's relationship with the\nCompany, with the exception of the Proprietary Rights Agreement (attached as\nExhibit A and incorporated by reference) and the 1995-A Storage Technology\nCorporation Equity Participation Plan.\n\n         21. NO ORAL MODIFICATION: This Agreement may only be amended in writing\nsigned by Employee and the Company's Chief Executive Officer.\n\n         22. GOVERNING LAW: The laws of the State of Colorado shall govern this\nAgreement.\n\n         23. COUNTERPARTS: This Agreement may be executed in counterparts, and\neach counterpart shall have the same force and effect as an original and shall\nconstitute an effective, binding agreement on the part of each of the\nundersigned.\n\n         24. VOLUNTARY EXECUTION OF AGREEMENT: This Agreement is executed\nvoluntarily and without any duress or undue influence on the part or behalf of\nthe Parties hereto, with the full intent of releasing all claims. The Parties\nacknowledge that:\n\n                  (a) They have read this Agreement;\n\n                  (b) They have been represented in the preparation,\nnegotiation, and execution of this Agreement by legal counsel of their own\nchoice or that they have voluntarily declined to seek such counsel;\n\n                  (c) They understand the terms and consequences of this\nAgreement and of the releases it contains;\n\n                  (d) They are fully aware of the legal and binding effect of\nthis Agreement.\n\n                  (e) Each signatory has full power and authority (including\ncorporate power and authority) to execute this Agreement.\n\n                  (f) It is expressly understood and agreed that the acceptance\nof the above mentioned promises and covenants is a full accord and satisfaction\nof all known or unknown claims, and each Party covenants to the other Party that\nno other claims are known or contemplated.\n\n\n\nPage 7\n   8\n\n         IN WITNESS WHEREOF, the Parties have executed this Agreement on the\nrespective dates set forth below.\n\n\n\n                                       STORAGE  TECHNOLOGY CORPORATION\n\n                                       By\n---------------                          -----------------------\n\nDated\n                                       Patrick J. Martin\n                                       Chairman, President and Chief Executive\n                                       Officer\n\n\n\n                                       Karen N., an individual\n---------------\nDated\n                                       -------------------------\n                                       KAREN N.\n\n\n\nPage 8\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":[9539,9551],"class_list":["post-40458","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40458","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=40458"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40458"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40458"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40458"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}