{"id":40482,"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-and-mutual-release-storage-technology-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-and-mutual-release-storage-technology-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-and-mutual-release-storage-technology-corp-and.html","title":{"rendered":"Separation and Mutual Release &#8211; Storage Technology Corp. and David E. Weiss"},"content":{"rendered":"<pre>                         SEPARATION AND MUTUAL RELEASE\n\n                                David E. Weiss\n\n\nIt is acknowledged that on January 28, 2000 you, David E. Weiss (hereafter \"you\"\nor  \"your\"  as the case may be)  recommended  to the  Board  of  Directors  (the\n\"Board\") of Storage  Technology  Corporation  (the \"Company\") that the Board ask\nyou to resign from your positions as Chairman of the Board,  President and Chief\nExecutive  Officer of the Company (the  \"Positions\")  and that the Board at that\ntime  accepted  your  proposal and agreed that you would be asked to submit your\nresignation  from the Positions at such time as the Board should have identified\nand appointed your successor or successors,  or such other date as the Board and\nyou should deem appropriate.  The Board further agreed that your separation from\nthe  Company  would be in accord  with the  provisions  of Section 5 (a) of your\nEmployment  Agreement  with the Company  which was entered  into on May 19, 2000\n(the \"Employment Agreement\").\n\nThis  Separation and Mutual Release (the  \"Release\")  will confirm the agreement\nbetween you and the Company  concerning the  termination of your employment with\nthe Company.  This Release will supersede all discussions and\/or oral or written\nunderstandings  between  you  and the  Company  which  relate  in any way to the\nsubject  matter  of this  Release.  Except  as  specifically  set  forth in this\nRelease,  this Release  supersedes the terms and  conditions of your  Employment\nAgreement.\n\n1. Termination Date. It has been agreed that you will resign from the Positions,\n   at the  request  of the  Board,  effective  on  midnight  July 10,  2000 (the\n   \"Resignation  Date\") and that you will resign from your  employment  with the\n   Company in on September 30, 2000 (the \"Termination  Date\").  Your resignation\n   from the Positions and your  termination  from the Company shall be confirmed\n   in a letter  dated as of the date  hereof in form and  content  substantially\n   similar to that  contained in Exhibit A, attached  hereto.  During the period\n   between your  Resignation  Date and your  Termination  Date (the  \"Employment\n   Period\"), you will report directly to the Company's Lead Independent Director\n   and will  assist  the  Board  and\/or  the  Company  in such  ways as the Lead\n   Independent  Director  may direct,  including  assisting  your  successor  in\n   transitioning  into the  Positions.  During the Employment  Period,  you will\n   continue to receive your current base salary and  participate  in such health\n   and dental  benefits and  retirement  programs as are generally  available to\n   United States employees of the Company, provided that you understand that you\n   will not be entitled to receive executive  benefits or participate in the MBO\n   Program during the Employment Period.\n\n2. Severance  Payment.  Pursuant to the terms of Section 5 (a) of the Employment\n   Agreement,  contingent  upon your signing this Release and the  expiration of\n   the seven day revocation period described below, the Company will pay to you,\n   within 30 days of the  Resignation  Date, a separation  payment  equal to the\n   amounts set forth in Section 5(a) of the Employment  Agreement,  which amount\n   will be  equal  to (i)  two  times  your  current  annual  base  salary  (2 X\n   $750,000.00 =  $1,5000,000.00),  plus (ii) two times your current target 2000\n   MBO bonus which is currently equal to ninety-five  percent (95%) of your base\n   salary  (2 X .95 X  $750,000.00  =  $1,425,000.00)  for a  total  payment  of\n   $2,925,000.00,  less required withholding. Payment of the amounts provided in\n   this Section 2 of the Release is acknowledged by you as full  satisfaction of\n   all of  the  Company's  obligations  under  Section  5(a)  of the  Employment\n   Agreement.\n\n3. Other  Benefits.  Pursuant  to the terms of  Section 5 (e) of the  Employment\n   Agreement,  for a period of twenty-four months from the Termination Date, you\n   shall continue to receive at the Company's  expense (i) long-term  disability\n   insurance  benefits as in effect at the  Termination  Date or such comparable\n   benefits as the Company may, in its discretion, determine to be sufficient to\n   satisfy its obligations to you regarding long-term disability coverage;  (ii)\n   life insurance  coverage in the amount of $5,000,000.00;  and (iii) an annual\n   allowance for financial, tax and estate planning services in amount up to one\n   percent of your annual salary, or $7,500.00,  per year, which allowance shall\n   be paid against  invoices  submitted  within  thirty (30) days of the receipt\n   thereof.  Per  Section 5 (e) of the  Employment  Agreement,  there  will be a\n   reduction  of life and  disability  insurance  coverage if  coverage  becomes\n   available from  subsequent  employer  within  twenty-four  (24) months of the\n   Termination Date.\n\n4. Medical  Insurance  Coverage.  Pursuant  to the  original  terms set forth in\n   Section 5 (d) of the  Employment  Agreement,  you were, to receive a lump sum\n   payment to  represent  the  estimated  cost for you to extend  coverage for a\n   twenty-four  month  period  under the  COBRA  continuation  laws the  medical\n   coverage for you and your  dependents in effect on the  Termination  Date. It\n   has now been agreed that the  provisions  of this Section 4 of this  Release,\n   including in particular  the terms and conditions set forth in this Section 4\n   and Exhibit B, attached  hereto,  will  supersede and replace in its entirety\n   Section 5 (d) of the  Employment  Agreement.  Further,  it is agreed  that in\n   consideration  of the  enhanced  medical  benefits  that you will  receive as\n   described  in Exhibit B, you hereby  waive all rights to receive the lump sum\n   COBRA  payment  benefits  under  Section 5 (d) of the  Employment  Agreement.\n   Additionally,  it is understood that the benefits to be provided in Exhibit B\n   will remain subject to the terms, conditions and limitations of the Company's\n   then  applicable  United  States  medical  insurance  benefits  policies  and\n   programs,  as they  may be in  effect  from  time-to-time.  Therefore,  it is\n   understood  that the  medical  benefits  set forth in this  Section 4 of this\n   Release,  Exhibit B, and the applicable  medical insurance  benefits policies\n   and programs, as they may be in effect from time to time, will constitute the\n   Company's  entire  agreement  regarding  the  provision  of  post-termination\n   medical benefits to you and your spouse, Linda Weiss.\n\n5. Stock Options.\n\n   5.1.  Pursuant the provisions of Section 5(c) of the Employment  Agreement,\n         all  of  your  unvested  stock  options  granted  to  you  under  the\n         Company's  stock  option  plans on or  after  May 19,  1999,  were to\n         become fully vested and  exercisable  upon the  Termination  Date and\n         any stock  options  granted  to you on or after May 19,  1999 and the\n         stock  options  granted to you by the  Company  prior to May 19, 1999\n         and  specified  in  Schedule 1 to the  Employment  Agreement  were to\n         remain  exercisable for a period of twelve (12) months  following the\n         Termination  Date.  You and the Company have agreed the provisions of\n         Section 5 (c) of the  Employment  Agreement will be modified and that\n         the  provisions  of this  Section  5 of this  Release,  including  in\n         particular  the  accelerated   vesting  and  extensions  of  time  to\n         exercise stock options and  termination of restrictions on restricted\n         stock set forth herein,  will supersede and replace in their entirety\n         Section 5 (c) of the Employment Agreement.\n\n\n   5.2.  In that  regard,  it is now agreed that on the  Termination  Date the\n         following  events  shall  occur:  (A) with  respect to stock  options\n         granted to you under the  Company's  1995 Equity  Participation  Plan\n         (i) all such options which are unvested on the Termination  Date will\n         immediately   vest  and  become   exercisable   by  you  will  remain\n         exercisable  by you for a  period  of  twelve  (12)  months  from the\n         Termination  Date, and (ii) all such options that were already vested\n         as of the  Termination  Date will remain  exercisable  by you for the\n         remaining  term of the  respective  option  agreements;  and (B) with\n         respect  to stock  options  granted to you under the  Company's  1987\n         Equity  Participation  Plan,  (i) all such options which are unvested\n         on the Termination Date will immediately vest and become  exercisable\n         by you, and (ii) all options  granted under the 1987 plan,  including\n         those with  accelerated  vesting and those which were already  vested\n         as of the Termination  Date, will remain  exercisable for a period of\n         ninety (90) days from the  Termination  Date, in accordance  with the\n         provisions of that plan and the  respective  stock option  agreements\n         entered into  thereunder;  and (C) with respect to options granted to\n         you under the Company's 1981 Equity  Participation  Plan, all options\n         granted  under that plan have  already  vested as of the  Termination\n         Date and will remain  exercisable  by you for a period of ninety (90)\n         days from the Termination  Date, in accordance with the provisions of\n         that plan and the  respective  stock  option  agreement  entered into\n         with  you  thereunder.  Attached  as  Exhibit  C is  a  list  of  all\n                                               ----------\n         options  granted to you under each of these plans,  indicating  those\n         options as to which vesting has been  accelerated or time to exercise\n         has been extended beyond ninety (90) days from the  Termination  Date\n         under this Section 5.\n\n6. Restricted Stock.  Pursuant the provisions of Section 5 (c) of the Employment\n   Agreement,  the Company's right to repurchase any shares of restricted  stock\n   purchased  by you under any of the  Company's  stock option plans on or after\n   May 19,  1999 were to  terminate  and all such  shares  were to become  fully\n   vested.  Addtitionally,  the Company has agreed that on the Termination Date,\n   the  Company=s  right  of  repurchase  of  any  of  your  previously  granted\n   restricted stock, including restricted stock granted under the Company's 1987\n   Equity  Participation Plan and the Company's 1995 Equity  Participation Plan,\n   will be void and the Company's right and option to repurchase said restricted\n   shares will terminate.  All the shares of restricted stock previously granted\n   to you under the Company's plans are listed on Exhibit D.\n\n7. Non-Compete  Provisions.   Pursuant  to  Section  8  (b)  of  the  Employment\n   Agreement,  the non-compete  provisions set forth in the Employment Agreement\n   shall  remain in full  force and  effect  for a period of two years  from the\n   Termination Date. For the purposes of the clause in Section 8 (b) restricting\n   you from accepting  employment  with or serving as a consultant or advisor or\n   director to any employer  that is in  competition  with the Company or acting\n   against  the  interests  of the  Company,  those  companies  deemed  to be in\n   competition with the Company are: Advanced Digital  Information  Corporation,\n   ATL\/Quantum,   Compaq  Computers,   Exabyte,   EMC,   Hewlett-Packard,   IBM,\n   ManagedStorage  International,  Sun Microsystems and Storage  Networks,  Inc.\n   Provided  however,  you may at any time  request  prior  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 you\n   seek to affiliate do not compete with StorageTek,  and StorageTek at its sole\n   discretion  determines  that  such  employment  would not be  adverse  to the\n   interest of StorageTek,  the Company may then approve such  employment,  such\n   approval only to be effective when and if communicated in writing to you. Any\n   products or services offered or announced by the Company,  including business\n   which the Company  has  announced  its intent to enter as of the  Termination\n   Date, will be deemed  competing  products,  services and activities under the\n   first sentence of Section 8 (b).\n\n8. Non-Solicitation Provisions. Per the terms of Section 8 (c) of the Employment\n   Agreement,  the  non-solicitation  provisions  set  forth  in the  Employment\n   Agreement  shall  remain in full  force and  effect for a period of two years\n   from the  Termination  Date. In that regard,  you re-confirm  that during the\n   two-year period commencing with the Termination Date, you will not, directly,\n   or indirectly,  solicit,  or encourage any then-current  Company employees to\n   apply for  employment  with any  person or entity  (a) with which you are (or\n   intend  to be)  employed,  (b) by whom  you or an  entity  in  which  you are\n   employed or have a financial interest is engaged as a consultant,  recruited,\n   independent contractor or otherwise, or (c) in which you further covenant and\n   agree that you will not  provide  to any other  person or entity the names of\n   any person who is then employed by the Company.\n\n9. Release of StorageTek by You. In exchange for the  consideration set forth in\n   this Release and in the Employment Agreement and such other good and valuable\n   consideration as you may receive,  you hereby irrevocably and unconditionally\n   release  and  discharge  the  Company,  its  past and  present  subsidiaries,\n   divisions,  officers,  directors, agents, employees,  successors, and assigns\n   (separately and collectively, \"Releasees\") jointly and individually, from any\n   and all  claims,  known or unknown,  which you,  your  heirs,  successors  or\n   assigns have or may have against  releasees and any and all  liability  which\n   Releasees  may have to him whether  denominated  claims,  demands,  causes of\n   action, obligations,  damages, or liabilities arising from any and all bases,\n   however   denominated,   including   but  not   limited  to,  any  claims  of\n   discrimination  under the Age Discrimination in Employment Act (\"ADEA\"),  the\n   Older Workers  Benefit  Protection  Act, the  Rehabilitation  Act, the Family\n   Medical  Leave Act, the Americans  with  Disabilities  Act,  Title VII of the\n   Civil  Rights Act of 1964,  the Civil  Rights  Act of 1991 or any  federal or\n   state civil rights act, claims for wrongful discharge, breach of contract, or\n   for damages under any other federal,  state or local law, rule or regulation,\n   or common law under any theory; provided, however, that this release does not\n   affect  (1) any  claims for  benefits  which have  vested or shall vest on or\n   before the effective date of this Release under any of the Company's  benefit\n   plans; (2) any claims for indemnification for acts which have occurred or may\n   occur in your  capacity as an officer or employee of the Company;  or (3) any\n   claims  which may arise after the  execution  of this  Release.  This release\n   specifically  excepts  any  claim  you  may  wish to  make  for  unemployment\n   compensation,  and the  Company  agrees  not to  contest  any claim  made for\n   unemployment  compensation.  This  release is for any  relief,  no matter how\n   denominated, including, but not limited to, back pay, front pay, compensatory\n   damages,  punitive  damages,  or damages for pain and suffering.  You further\n   agree  that you will not file or permit to be filed on your  behalf  any such\n   claim,  will not permit  yourself to be a member of any class seeking  relief\n   against the  releasees and will not counsel or assist in the  prosecution  of\n   claims against the releasees,  whether those claims are on behalf of yourself\n   or others, unless you are under a court order to do so.\n\n10.Release  of  You  by   StorageTek.   The  Company  hereby   irrevocably   and\n   unconditionally releases and discharges you and your heirs,  successors,  and\n   assigns  (separately  and  collectively,   \"Your  Releasees\"),   jointly  and\n   individually,  from any and all claims, known or unknown,  which it, its past\n   and present subsidiaries,  divisions, officers, directors, agents, employees,\n   successors,  and assigns have or may have against Your  Releasees and any and\n   all  liability  which Your  Releasees may have to them,  whether  denominated\n   claims,  demands,  causes of  action,  obligations,  damages  or  liabilities\n   arising in  connection  with your  employment  with the Company  prior to the\n   Termination  Date under any and all  bases,  however  denominated,  provided,\n   however, that this release does not affect any claims which are based on your\n   gross negligence or dishonesty in the performance of duties as an employee of\n   the Company,  or any other acts or  omissions  which would  constitute  Cause\n   under Section 6 of the Employment  Agreement,  nor any claims which may arise\n   after the execution of this  Agreement.  The Company  further  agrees that it\n   will not file or permit to be filed on its behalf any claim against you which\n   is released hereby.\n\n11.Nondisclosure.  It is  understood  that this  Release  must be  disclosed  as\n   required by the Securities  Act of 1933 and will therefore  become an exhibit\n   to a future filed Form 10-Q or Form 10-K and may require  further  disclosure\n   in the Company's  annual Proxy  Statement,  as the  regulations  may require.\n   However it is agreed that the circumstances of execution of this Release will\n   not be discussed  with any person,  other than your  attorneys,  accountants,\n   immediate  family  members,  prospective  employers,  or  authorized  Company\n   personnel.  As to matters  related to an  anticipated  announcement  via news\n   releases,  internal  electronic postings and other  communications  regarding\n   termination  from the Company,  the Company will work with you to insure that\n   suitable  communications  are drafted such that  announcements are reasonably\n   acceptable to you.\n\n12.Directors and Officers Insurance Coverage.  The Company agrees that you shall\n   continue receive the same coverage under the Company's Directors and Officers\n   Insurance  (\"D&amp;O\")  policy as is now in effect  and as may be in effect  from\n   time-to-time  hereafter and that the amount of such coverage shall be no less\n   than that afforded to any director or executive officer of the Company,  past\n   or present,  under the Company's current D&amp;O policy or under any commercially\n   reasonable  successor D&amp;O policy or  professional  liability  coverage as the\n   Company may from time-to-time hereafter acquire.\n\n\n\n\n\n\n\n\nYou agree that by signing this  Release,  you are giving up the right to sue for\nage discrimination,  and that under this Release you shall receive consideration\nto which you are not  otherwise  entitled,  and would not  receive  but for your\nrelease of rights under the ADEA. You understand  that you have up to twenty-one\n(21) days  after  delivery  of this  Release  to  consider  whether to sign this\nRelease.  You further  understand that, after you have signed and delivered this\nRelease to the Company,  this Release will not be effective or enforceable until\nthe end of a seven (7) day  revocation  period  beginning  the day after the you\nsign  this  Release.  You  further  understand  that you will  not  receive  the\nseverance payment due under the Employment Agreement until this seven-day period\nhas expired. During this seven-day period, you may revoke this Release,  without\nreason and in your sole judgment, but you may do so only by delivering a written\nstatement of revocation to the Company to the attention of the General  Counsel.\nIf the Company does not receive a written  statement of  revocation  from you by\nthe  end of the  revocation  period,  then  this  Release  will  become  legally\nenforceable and you may not thereafter revoke this Release.\n\nYou agree that this  Release  shall be governed by federal law and the  internal\nlaws of the State of  Colorado,  irrespective  of the choice of law rules of any\nstate.\n\nACKNOWLEDGMENT:\n\nYour signature below  acknowledges  that you have read this document fully, that\nyou  understand and agree to its contents,  that you  understand  that this is a\nlegally binding document,  and that you have been advised to consult a lawyer of\nyour  choosing  before  signing  this  Release,  and  that  your  have  had  the\nopportunity  to do so, that you did in fact  consult  with a lawyer and that you\nhave been advised and  represented  by a lawyer of your choosing  before signing\nthis release.\n\n                                   \/s\/ Dave E. Weiss\n--------------------------        -----------------------------------\nDate                                    DAVE E. WEISS\n\n\n\nThis Release presented to Dave Weiss on July ___,  2000\n\nOn Behalf of Storage Technology Corporation:\n\n\/s\/ Robert E. Lee\n-----------------------------------\n(Signature)\n\nROBERT E. LEE\n\nChairman, Human Resources &amp; Compensation Committee\nOf the Board of Directors\n\n\n\n\n\n\n\n                                  EXHIBIT A\n\n\n\nTO THE BOARD OF DIRECTORS\nSTORAGE TECHNOLOGY CORPORATION\nOne StorageTek Drive\nLouisville, Colorado 80028\n\n\n\n                          RE: Letter of Resignation\n\n\n      I, the undersigned, David E. Weiss, hereby resign:\n\n      (i)  effective  as of midnight  July 10,  2000,  as Chairman of the Board,\nDirector and President and Chief Executive Officer of Storage Technology\nCorporation (the \"Company\");\n\n      (ii) effective as of midnight July 10, 2000, as a director  and\/or officer\nor partner of each  subsidiary,  Affiliate (as that term is defined in the rules\nunder the  Securities  Act of 1933,  as amended) of the  Company,  and any joint\nventure, limited liability company, general partnership and limited partnership,\ndirectly or indirectly owned, in whole or in part or controlled, by the Company;\nand\n\n      (iii) effective as of September 30, 2000, as an employee of the Company.\n\n\nIN WITNESS WHEREOF, I the undersigned have set my hand as of July __, 2000.\n\n\n\/s\/ David E. Weiss\n--------------------------\nDavid E. Weiss\n\n6900 Pawnee Way\nNiwot, Colorado 80503\n\n\nF:\\SEC Rptg\\2000\\Q2\\WeissExB.rtf\n\nConfidential                     Page 1                         08\/11\/00\n\n\n\n                                  EXHIBIT B\n\n\n                           Retiree Medical Benefits\n\nType of Coverage. After termination of your employment, the Company will provide\nto you and to your spouse,  Linda Weiss,  continued medical  insurance  coverage\nunder the medical insurance  programs  generally  provided by the Company to its\ncurrent  United  States   employees  and  the   supplemental   medical   expense\nreimbursement  (\"MERP\") described in this Exhibit B (collectively,  the \"Medical\nInsurance  Benefits\").  These Medical Insurance  Benefits will be subject to the\nRelease,  including Section 4 thereof, this Exhibit B, and the terms, conditions\nand limitations of the Company's then applicable United States medical insurance\nbenefits  policies and  programs.  Type of coverage will be based on the plan or\ncoverage  options  chosen by you from the  selection in effect from time to time\nunder the medical  insurance  program then made  available by the Company to its\nUnited States employees or reasonably comparable coverage then made available by\nthe Company for retirees .\n\nCost.  The  premium  payable  by you for  Medical  Insurance  Benefits  for each\ncalendar year will be the COBRA  equivalent  coverage  rates that you would have\npaid  were you an  elective  COBRA  participant  at the time such  coverage  was\napplied for. Such payments will be due and payable monthly, or at your election,\nannually,  provided  such  annual  payment  is both  consistent  with  the  plan\nparameters  then in effect and can be reasonably  and easily  implemented by the\nCompany, to the Company at such times and in such amounts as shall be consistent\nwith the  processes  and  practices  of the Company and the  Company's  coverage\nprovider.  The COBRA equivalent  payment will be adjusted annually in accordance\nwith (i) the  Company's  policies and practices  then in effect,  (ii) the cover\nprovider's  applicable fee schedules,  and (iii) the elected coverage applicable\nto you and Linda Weiss at the time, provided that the monthly premium payable by\nyou shall not exceed the amount  that would at the time of the  adjustment  have\nbeen charged to any other United  States  employee of the Company  under similar\ncircumstances with similar coverage selections. The Company's Board of Directors\nor a  Committee  of the Board may also  change  the  premium  payable by you for\nMedical Insurance Benefits, at its discretion, provided that the premium payable\nby you shall not  exceed the  amount  that would at the time of the change  have\nbeen charged to any other United  States  employee of the Company  under similar\ncircumstances with similar coverage selections.  The Company will pay the entire\ncost of the Medical Insurance Benefits in excess of the premium payable by you.\n\nDuration.  Medical Insurance Benefits will be provided to you for your lifetime,\nand to your  spouse,  Linda  Weiss,  for her  lifetime,  provided  that  spousal\ncoverage for Linda Weiss shall  terminate in the event of a divorce and provided\nfurther that  coverage for you and your spouse shall  terminate in the event the\nCompany  terminates  its  medical  insurance  program  and\/or  ceases to provide\nmedical insurance benefits to its United States employees.\n\nCoordination of Benefits with Medicare  and\/or Third Party  Coverage.  After the\nearlier of: 1) you or your spouse,  Linda  Weiss,  reach the age 65, as the case\nmay be, or upon the  individual  attainment  of whatever  age is  applicable  to\nqualify for Medicare  coverage at the time such  eligibility is established  and\nattained,  2) you become disabled,  3) you or your spouse,  Linda Weiss,  become\neligible for employer  provided  group  insurance  and\/or other retiree  medical\nbenefits or Medicare  coverage,  Medical Insurance  Benefits must be coordinated\nwith  Medicare  (or any  successor  or  substitute  government-sponsored  health\ninsurance  program) or other employer provide benefits  available to you or your\nspouse,  with Company  coverage being  secondary or  supplemental  to such other\ninsurance benefits.\n\nSupplemental  Coverage (MERP).  As part of the Medical Insurance  Benefits,  the\nCompany shall reimburse you for uncovered  medical expenses  incurred by you and\nyour spouse,  Linda Weiss,  during the period retiree Medical Insurance Benefits\nare  provided,  up to a total of $5,000 per calendar  year of uncovered  medical\nexpenses. This supplemental medical expense reimbursement will be subject to the\nterms, conditions and limitations of the Company's then applicable United States\nsupplemental medical expense reimbursement policies and programs, as they may be\nin effect from time-to-time. Claims shall be submitted and will be processed and\nreimbursed  in  accordance  with the  Company's  then  current  medical  expense\nreimbursement  plan. Current MERP plan guidelines are attached hereto as Exhibit\nB-1.\n\nReservation of Rights.  Medical  Insurance  Benefits  provided under the Release\nshall be  subject  to the  terms,  conditions  and  limitations  of the  medical\ninsurance  benefits made generally  available by the Company to it United States\nemployees and supplemental medical expense reimbursement  policies and programs,\nas in effect from time to time during the coverage period.  The Company reserves\nthe right to change,  amend or  terminate  its  medical  insurance  benefit  and\nsupplemental  medical  expense  reimbursement  programs  and  policies,  but may\nterminate  your Medical  Insurance  Benefits only if and when medical  insurance\nbenefits (i) are terminated for all United States  employees  generally and (ii)\nare also  terminated  for other  retirees  participating  in  similar  executive\nbenefits and may amend or change your Medical  Insurance  Benefits to the degree\nthat  these  changes or  amendments  generally  affect all of the United  States\nemployees of The Company.\n\nAmendment  to  Retiree  Medical  Program.  Provision  of the  Medical  Insurance\nBenefits  is subject to  approval  by the  Company's  Board of  Directors  of an\namendment  to the  Company's  current  retiree  medical  program  to change  the\neligibility  requirements  from age 55 plus 10 years of  service  to age 55 plus\nnine years of  service.  The Human  Resources  and  Compensation  Committee  has\nalready approved such amendment and will recommend that the Board do the same at\nthe Board meeting scheduled to be held on July 14, 2000.\n\nTaxes.  You are  responsible for payment of taxes, if any, due with respect to\nthe  Medical  Insurance  Benefits  received  from and paid for by the  Company\nhereunder.\n\nLifetime Maximum Coverage.  Medical Insurance  Benefits provided hereunder shall\nnot exceed the lifetime limits  established  for all United States  employees of\nthe Company,  as they may be changed or amended from  time-to-time,  and as they\nmay be in effect at such time the then current limit is attained.  Said lifetime\nbenefit limit shall be exclusive of supplemental coverage (MERP) payments, which\npayments will not be counted against the lifetime benefit coverage limit. \n\n\nEXHIBIT C                                       \nGrant Summary Report                                    \n\nDavid Weiss - Termination date 09\/30\/00                                 \n\nGrant Date      Plan    Grant   Option  Options         Vested \n                        Type    Price   Granted         Options\n3\/27\/1991       81I     ISO     16.81   \"16,000\"        \"16,000\"\n8\/1\/1991        87      NQ      24.5    \"2,400\"         \"2,400\"\n12\/17\/1991      87      NQ      20.13   \"2,416\"         \"2,416\"\n8\/11\/1992       87      NQ      13.63   \"4,000\"         \"4,000\"\n12\/15\/1992      87      NQ      11.44   \"8,640\"         \"8,640\"\n2\/25\/1993       87      NQ      9.38    \"6,000\"         \"6,000\"\n11\/16\/1993      87      NQ      14.94   \"10,500\"        \"10,500\"\n11\/16\/1993      87      NQ      14.94   \"12,600\"        \"12,600\"\n11\/16\/1993      87      NQ-Perf 14.94   \"9,100\"         \"9,100\"\n12\/12\/1994      87      NQ      14.56   \"14,374\"        \"14,374\"\n12\/12\/1994      87      NQ-Perf 14.56   \"12,458\"        \"8,305\"\n5\/17\/1995       87      NQ      11.13   \"20,000\"        \"20,000\"\n12\/14\/1995      1995    NQ-Perf 15      \"79,542\"        \"79,542\"\n12\/14\/1995      1995    NQ-Perf 15      \"42,996\"        \"28,664\"\n5\/22\/1996       1995    NQ      17.19   \"200,000\"       \"200,000\"\n5\/22\/1996       1995    NQ-Perf 17.19   \"300,000\"       \"200,000\"\n12\/10\/1996      1995    NQ      24.25   \"70,830\"        \"70,830\"\n12\/10\/1996      1995    NQ-Perf 24.25   \"38,138\"        \"12,712\"\n2\/5\/1998        95-A    NQ      30.31   \"80,402\"        \"53,601\"\n2\/5\/1998        95-A    NQ-Perf 30.31   \"34,458\"        0\n2\/5\/1999        95-A    NQ      37.06   \"89,840\"        \"29,946\"\n2\/5\/1999        95-A    NQ-Perf 37.06   \"38,503\"        0\n7\/28\/1999       95-A    NQ      22.06   \"105,000\"       \"35,000\"\n7\/28\/1999       95-A    NQ-Perf 22.06   \"45,000\"        0\n                        Totals:         \"1,243,197\"     \"824,630\"\n\n\n                Vested Options             Accelerated          Total options\n                Exercisable   Options      options              Exercisable\n                through      Accelerated   Exercisable through  w\/ Acceleration\n                12\/29\/2000      0                               \"16,000\"\n                12\/30\/2000      0                               \"2,400\"\n                12\/30\/2000      0                               \"2,416\"\n                12\/30\/2000      0                               \"4,000\"\n                12\/30\/2000      0                               \"8,640\"\n                12\/30\/2000      0                               \"6,000\"\n                12\/30\/2000      0                               \"10,500\"\n                12\/30\/2000      0                               \"12,600\"\n                12\/30\/2000      0                               \"9,100\"\n                12\/30\/2000      0                               \"14,374\"\n                12\/30\/2000      \"4,153\"          12\/30\/2000     \"12,458\"\n                12\/30\/2000      0                               \"20,000\"\n                12\/13\/2005      0                               \"79,542\"\n                12\/13\/2005      \"14,332\"        9\/29\/2001       \"42,996\"\n                5\/21\/2006       0                               \"200,000\"\n                5\/21\/2006       \"100,000\"       9\/29\/2001       \"300,000\"\n                12\/9\/2006       0                               \"70,830\"\n                12\/9\/2006       \"25,426\"        9\/29\/2001       \"38,138\"\n                2\/4\/2008        \"26,801\"        9\/29\/2001       \"80,402\"\n                                \"34,458\"        9\/29\/2001       \"34,458\"\n                2\/4\/2009        \"59,894\"        9\/29\/2001       \"89,840\"\n                                \"38,503\"        9\/29\/2001       \"38,503\"\n                7\/27\/2009       \"70,000\"        9\/29\/2001       \"105,000\"\n                                \"45,000\"        09\/29\/2001      \"45,000\"\n        Totals:                 \"418,567\"                       \"1,243,197\"\n\n\nExhibit D\n\nRestricted Stock Summary Report                         \n\nDavid Weiss - Termination date 09\/30\/00                         \n\n\n\n\nGrant           Purchase        Restricted Stock        Vested\nDate    Plan    Price   Granted (Shares)             Shares (1)\n12\/17\/1991      87      0.05    \"1,380\"                0\n12\/15\/1992      87      0.05    \"5,040\"                0\n12\/14\/1995      95      0.05    22884                  \"22,884\"\n\n                TOTALS  \"29,304\"                       \"22,884\"\n\n          Shares to be    Restrictions                    \n          Accelerated     Release Date\n          \"1,380\"             9\/30\/2000\n          \"5,040\"             9\/30\/2000\n          0                   Already Released\n\n Totals:  \"6,420\" \n\n\nNotes:  \n\"1.  The 22,884 vested shares have already been released to Mr. Weiss.\" \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-40482","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\/40482","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=40482"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40482"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40482"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40482"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}