{"id":40475,"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-storage-technology-corp-and-victor-m.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-storage-technology-corp-and-victor-m","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-agreement-storage-technology-corp-and-victor-m.html","title":{"rendered":"Separation Agreement &#8211; Storage Technology Corp. and Victor M. Perez"},"content":{"rendered":"<pre>January 22, 2000\n\nMr. Victor M. Perez\n2066 Navajo Trail\nLafayette, CO 80026\n\nRE:   Separation Agreement\n\nDear Victor:\n\n\nYou have  agreed  to  remain  an  employee  of  Storage  Technology  Corporation\n('StorageTek'  or the 'Company')  through March 31, 2000 or such earlier date as\nyou may be terminated  for 'Cause' (the  'Termination  Date').  This letter will\nconfirm  our  agreement  concerning  the  termination  of your  employment  with\nStorageTek on that date and will define the terms of your  severance  under this\nSeparation Agreement (the 'Separation  Agreement') and your Executive Employment\nAgreement dated October 1, 1999 (the 'Employment  Agreement') at the Termination\nDate.  This  Separation  Agreement  supersedes  all  previous  oral and  written\nagreements  regarding your employment with StorageTek,  it being understood that\nthe terms and conditions of this Separation  Agreement,  to the degree that they\nmay conflict with the terms and conditions of your Employment  Agreement,  shall\nin all cases  supersede the terms of the Employment  Agreement,  which agreement\nshall unless otherwise stated herein, remain in full force and effect.\n\n\n      REPORTING  RELATIONSHIP AND DUTIES: You will retain the title of Executive\n      Vice President and Chief  Operating  Officer (COO) through the Termination\n      Date.  However,  your current  duties as COO will end on January 31, 2000.\n      For the period from January 31, 2000 through the  Termination  Date,  your\n      duties and responsibilities will be significantly  altered,  including the\n      understanding that you will no longer have operational  responsibility for\n      any portion of the Company. During your period of continued employment and\n      up until the  Termination  Date, you will continue to receive your current\n      salary,  which  amounts  will be  Grossed Up (as  defined  below) and your\n      current officer benefit package,  including, but not limited to, your auto\n      allowance,  executive  life  insurance  and 1999  income  tax  preparation\n      expenses  and 1999 income tax  equalization  with  respect to Puerto Rico.\n      During your employment with the Company through the Termination  Date, you\n      will report to the President and Chief Executive  Officer (CEO).  However,\n      this  reporting  relationship  may be  changed  at  any  time  before  the\n      Termination Date by the Company.\n\n\n      GOALS AND OBJECTIVES:  During your period of continued employment with the\n      Company  you  have  agreed  to  focus  on:  (i)   assisting  in  defining,\n      implementing  and  achieving  the  on-going  corporate  restructuring  and\n      corporate-wide  cost  reductions,  (ii)  assisting in the  disposition  of\n      certain  Company  assets,  including its  facilities in Toulouse,  France,\n      (iii)  assisting  in the  negotiation  of  and  entering  into  definitive\n      agreements  regarding  strategic business  alliances,  and (iv) such other\n      tasks as may be  reasonably  requested of you, from  time-to-time,  by the\n      Board of  Directors,  the CEO,  or  President,  as the case may be. On the\n      Termination Date you will also execute such documents or letters as may be\n      necessary  to resign  from any  positions  you may then hold as an officer\n      and\/or director of any subsidiaries or affiliates of the Company.\n\n      SEPARATION  PAYMENT:   The  Company  will  pay,  within  30  days  of  the\n      Termination  Date,  a  separation  payment  to you equal  to:  (i) one and\n      one-half times your then current annual salary,  and (ii) one and one-half\n      times your then current target annual MBO bonus. It is further agreed that\n      you will submit a pro forma tax return for the year 2000 to the Company on\n      the  Termination  Date  and  that the  Company  will  use  such pro  forma\n      information to gross up your income tax payments  vis-a-vis Puerto Rico as\n      has  been the  past  practice  in your  employment  relationship  with the\n      Company  (hereafter  to be called the 'Gross Up' or to be 'Grossed  up' as\n      the case may be),  said  amounts to be paid by  StorageTek  Puerto Rico as\n      directed  by you and no later  than 30 days  after  the  Termination  Date\n      subject to a  reconciliation  between you and the Company  based on actual\n      tax  amounts  owed as  though  you  were  working  in  Puerto  Rico.  This\n      reconciliation  is agreed to have been  completed  on or before  April 15,\n      2001.\n\n      CONSULTING  AGREEMENT:  Effective from the  Termination  Date, you will be\n      offered  a  consulting  agreement  with  the  Company,   which  consulting\n      agreement  will  end  on  September  30,  2000  (the  'Consulting   Period\n      Termination Date'). Under the terms of this consulting agreement, you will\n      be paid a consulting fee equal to $50,000 per quarter for the two quarters\n      ending June 30, 2000 and September 30, 2000. During this consulting period\n      one of your primary  objectives will be to resolve the matters  pertaining\n      to the  Toulouse,  France  facility  project.  In regard  to the  Toulouse\n      project, should you successfully conclude this project to the satisfaction\n      of StorageTek via one or more  definitive  agreements  that will have been\n      entered into on or before  September 30, 2000,  then you shall be entitled\n      to receive an incentive bonus equal to $50,000. If during the term of your\n      consulting  agreement,  the Company  determines,  for reasons that are not\n      related to the lack of attractive transaction proposals, that the Toulouse\n      project  should be  terminated,  then you will be  entitled to receive the\n      $50,000  incentive  bonus as though  you had  successfully  completed  the\n      project in  addition  to your full  consulting  fee for the  period  ended\n      September 30, 2000. In all respects  regarding your consulting  agreement,\n      you will be  reimbursed  for all  reasonable  out of  pocket  expenses  by\n      StorageTek.  Additionally, all consulting fees shall be Grossed Up for the\n      year 2000.\n\n      STOCK OPTIONS AND RESTRICTED STOCK: Due to your 'Involuntary  Termination'\n      on the Termination Date, in accordance with the terms of Section 5 of your\n      Employment  Agreement all of your  outstanding  and unvested stock options\n      will  immediately  vest  (according  to the  terms  of your  Stock  Option\n      Agreements  and the  Company's  1995 Stock Option Plan) and the  Company's\n      right to repurchase any of your previously  granted  restricted stock will\n      terminate on the Termination  Date.  Pursuant to the terms of StorageTek's\n      Stock  Option  Plan,  you will  have 90 days  from the  Consulting  Period\n      Termination  Date to exercise all of your vested options,  which 'exercise\n      window' will therefore  remain open until December 31, 2000.  However,  if\n      because of your consulting responsibilities to the Company, your knowledge\n      of the  Company's  activities  may render you  ineligible  to trade in the\n      Company's  stock due to the possession of 'material  inside  information',\n      the Company will extend its  consulting  agreement with you such that your\n      eligible  'trading  window'  will be moved back to insure  that you have a\n      90-day trading window, free from SEC trading prohibitions.\n\n\n      COBRA PAYMENTS:  Starting from the Termination  Date, you will be entitled\n      to receive COBRA benefits for the equivalent  medical and dental  coverage\n      for you and your family as may be in effect at the Termination  Date, such\n      COBRA  benefits  will be paid for in full on your  behalf by the  Company.\n      These COBRA  benefits will be paid for by the Company until the earlier to\n      occur of either (i) a date 18 months from the  Termination  Date,  or (ii)\n      such time as you shall have  entered  into  permanent  employment  with an\n      employer with a medical and dental plan.\n\n\n      DEFERRED  COMPENSATION  ACCOUNT:  Per  elections  you have made  under the\n      Storage Technology Corporation Deferred Compensation Plan (the 'Plan'), at\n      the  Termination  Date  you  shall  be  entitled  to  receive  a lump  sum\n      distribution of your Plan account balances, said payments to be subject to\n      such federal,  state and local income tax withholdings and other requisite\n      payments as may be required by the Plan and\/or the relevant laws, it being\n      understood  that no amendment to the Plan shall,  in and of itself,  cause\n      you  to pay  any  penalties  for  receiving  such  lump  sum  distribution\n      immediately  following  the  Termination  Date.  To the  degree  that your\n      contributions  to your Plan  account  were  subject to a tax  equalization\n      Gross Up at the time they were  made,  then upon  distribution  those same\n      amounts, and all interest earned thereon, shall be Grossed Up for the year\n      of distribution,  provided said  contributions were not previously Grossed\n      Up.\n\n\n      OUT PLACEMENT SERVICES,  ETC.: Starting on the Termination Date, you shall\n      be eligible to participate in and receive the Company's standard executive\n      job placement assistance, such assistance to be paid for on your behalf by\n      the Company. You will also receive tax preparation assistance in an amount\n      of up to 2% of your  annual  salary  for the  preparation  of you 2000 tax\n      returns. You will also be authorized to purchase you office PC at its book\n      value on your Termination Date.\n\n\n      CHANGE IN CONTROL: If during your employment with the Company, the Company\n      should be acquired under a 'Change in Control' event as that term has been\n      defined  in your  Employment  Agreement,  then you will  receive  the full\n      severance benefit as defined in the Employment Agreement.  If a 'Change in\n      Control'  event were to occur after your  employment  with the Company had\n      been  terminated,  but prior to midnight  December 31, 2000, then you will\n      receive an  additional  severance  payment  equal to  one-half  times your\n      salary and one-half  times your on plan MBO bonus,  as they were in effect\n      on the  Termination  Date.  All  amounts  received  by you on account of a\n      'Change in Control' shall be Grossed Up in the year received.\n\n      NO ADVERSE COMMENT: You agree that during your employment with the Company\n      through  the  Termination  Date and for at least two years  following  the\n      Termination Date, you will not, except as specifically  required by law or\n      court process or consented to in writing by the Company,  (a)  communicate\n      to any  person  or  entity  any  adverse  information,  written  or  oral,\n      concerning the Company,  its officers,  directors,  employees,  attorneys,\n      agents or advisers  (including any  communication  concerning  information\n      that  related to the  business,  operations,  prospects  or affairs of the\n      Company or any of its subsidiaries or affiliates)  under the circumstances\n      in which there is a reasonable  possibility that such information might be\n      publicly  reported or  disclosed  or  otherwise  made  available  to third\n      parties  (regardless of whether the  communication  of such information is\n      intended  to have or cause that  result is within  your  control),  or (b)\n      provide to any person (other than your attorney, accountant and\/or spouse)\n      or entity any information  that concerns or related to the negotiations or\n      circumstances  leading  to the  execution  of this  Separation  Agreement.\n      Likewise,  the Company shall refrain,  for a similar period of time,  from\n      communicating any adverse comments relating to you and\/or your tenure with\n      the  Company  or the  circumstances  leading  to  the  execution  of  this\n      Separation Agreement.\n\n\n      NON-SOLICITATION PROVISIONS: Per the terms of Section 8 of your Employment\n      Agreement, you confirm that during the two-year period commencing with the\n      Termination  Date,  you will not,  directly,  or indirectly,  solicit,  or\n      encourage any then-current  Company employees to apply for employment with\n      any person or entity  (a) with  which you are (or intend to be)  employed,\n      (b) by whom you or an entity in which you are employed or have a financial\n      interest is engaged as a consultant,  recruited, independent contractor or\n      otherwise,  or (c) in which you further  covenant  and agree that you will\n      not  provide to any other  person or entity the names of any person who is\n      then employed by the Company.\n\n\n      NON-COMPETE  PROVISIONS:  Per the terms of  Section  8 of your  Employment\n      Agreement,  you  confirm  that for a period of  eighteen  months  from the\n      Termination Date that you will not, either directly or indirectly,  engage\n      in any activity in competition with any product or service of the Company,\n      or harmful or contrary  to the best  interest  of the  Company,  including\n      accepting employment with or serving as a consultant to any entity that is\n      in  competition  with the  Company,  provided  however that if at any time\n      during this eighteen month prohibitionary  period the Company shall have a\n      'Change in Control' event as defined in your  Employment  Agreement,  then\n      this  employment  prohibition  shall be  retroactively  reset so as to run\n      chronologically  for a period of one year from the  Termination  Date. Per\n      Section 8, those  companies  deemed to be  competitors  to StorageTek  are\n      ATL\/Quantum, Exabyte, Breece Hill, EMC, Hewlett-Packard,  Sun Microsystems\n      and IBM. Provided however, you may at any time request permission from the\n      Company,  in writing,  to accept  employment with any of these  designated\n      competitor  companies.  If the product areas or business  units with which\n      you seek to affiliate do not compete with  StorageTek,  and  StorageTek at\n      its reasonable  discretion  determines that such  employment  would not be\n      adverse to the interest of StorageTek, then the Company shall approve such\n      employment,  such approval not to be unreasonably  withheld or delayed and\n      such approval only to be effective if communicated in writing.\n\n      EARLY TERMINATION: In the event of your Involuntary Termination,  prior to\n      the  Termination  Date,  the Company will pay you the  separation  pay and\n      benefits  identified above at the time of your termination,  including but\n      not limited to the vesting of your stock options and restricted  stock and\n      the lump sum distribution of your Plan account balance,  provided that you\n      sign the  Settlement and Release  Agreement  attached as Exhibit A to your\n      Employment  Agreement.  During  the  period  of your  employment  with the\n      Company,  all other terms of your  employment as stated in your Employment\n      Agreement,  including  termination  for 'Cause'  provisions will remain in\n      effect through the  Termination  Date. If you  voluntarily  terminate your\n      employment with the Company before the Termination Date, then you will not\n      be entitled to receive any of the  separation  benefits  set forth in this\n      Separation Agreement.\n\n\n      SETTELMENT AND RELEASE:  The payments recited in this Separation Agreement\n      are  contingent  upon  your  execution  and  delivery  to  the  Company  a\n      Settlement  and Release  Agreement  substantially  in the form attached as\n      Exhibit A to your Employment Agreement.\n\n      COMPANY  RELEASE:  The  Company  hereby  irrevocably  and  unconditionally\n      releases  and  discharges  you and your  heirs,  successors,  and  assigns\n      (separately and collectively, 'Releasees'), jointly and individually, from\n      any and all  claims,  known or  unknown,  which it,  its past and  present\n      subsidiaries,   divisions,   officers,   directors,   agents,   employees,\n      successors, and assigns have or may have against Releasees and any and all\n      liability  which  Releasees may have to it,  whether  denominated  claims,\n      demands,  causes of action,  obligations,  damages or liabilities  arising\n      from any and all bases, however denominated,  provided, however, that this\n      release  does  not  affect  any  claims  which  are  based  on  Releasees'\n      dishonesty in the performance of duties as an employee of the Company, nor\n      any claims  which may arise after the  execution  of this  Agreement.  The\n      Company  further agrees that it will not file or permit to be filed on its\n      behalf any claim against you which is released hereby\n\n\n      NONDISCLOSURE:  Unless  otherwise  required  to do so by law,  subpoena or\n      court order,  you will not in any way  communicate or discuss the terms of\n      this Separation  Agreement or the  circumstances of its execution with any\n      person, other than your attorneys, accountants,  immediate family members,\n      prospective employers,  or authorized Company personnel (said personnel to\n      be  explicitly  designated  by  the  Company's  President  and  CEO).  You\n      understand  that this  nondisclosure  provision  applies  particularly  to\n      current and former  employees of the Company and the Company's  customers,\n      clients and vendors. As to matters related to an anticipated  announcement\n      via news releases,  internal electronic postings and other  communications\n      regarding  your new  reporting  relationships,  your new  duties  and your\n      pending  departure  from the Company and any  subsequent  news releases or\n      other   announcements  that  may  make  reference  to  the  fact  of  your\n      termination  from the  Company,  the Company  will work with you to insure\n      that suitable  communications  are drafted such that  announcements do not\n      reflect  adversely  on your  professional  reputation  or tenure  with the\n      Company.\n\n      This  Separation  Agreement  shall be  deemed  for  purposes  of the Older\n      Workers  Benefits  Protection  Act to have been  delivered to you for your\n      consideration on the date set forth above. You have 21 days from that date\n      to decide  whether or not to accept  this  agreement.  If you accept  this\n      agreement,  you  will  then  have  seven  days  from the date you sign and\n      deliver an executed  copy of this  agreement to the Company to revoke your\n      acceptance by notifying the Company in writing of your desire to do so. No\n      amounts otherwise due to you under this Separation  Agreement will be paid\n      to you until the expiration of the seven day revocation  period.  When you\n      are  ready  to do so,  please  sign  both  copies  of this  letter  below,\n      indicating your acceptance, and return one copy for our files.\n\n\nAccepted and Agreed:                            Very truly yours,\n                                          STORAGE TECHNOLOGY CORP.\n\n\n--------------------------                      ------------------------------\nVictor M. Perez                           David E. Weiss\n                                          Chairman, President and\n                                          Chief Executive Officer\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":[9539,9551],"class_list":["post-40475","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\/40475","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=40475"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40475"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40475"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40475"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}