{"id":40520,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-agreement-storage-technology-corp-and-robert-s.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-agreement-storage-technology-corp-and-robert-s","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-agreement-storage-technology-corp-and-robert-s.html","title":{"rendered":"Severance Agreement &#8211; Storage Technology Corp. and Robert S. Kocol"},"content":{"rendered":"<pre>                               SEVERANCE AGREEMENT\n\n\nThis Severance Agreement (the \"Agreement\") is entered into as of July 1, 2001\n(the \"Effective Date\") by and between Storage Technology Corporation (the\n\"Company\"), a Delaware corporation, and Robert S. Kocol (hereinafter, \"you\" or\n\"your\") and sets forth the terms and conditions of your severance arrangements\nwith the Company. Previously, you and the Company entered into the following\nagreements concerning your employment with the Company: (i) a letter agreement\ndated March 18, 1999; (ii) an Executive Employment Agreement dated October 1,\n1999; (iii) a Retention Agreement dated January 27, 2000; and (iv) an Extension\nTo Retention Agreement dated July 31, 2000. This Severance Agreement shall\nreplace and supersede the aforementioned agreements in their entirety and any\nother prior agreements, arrangements and understandings, written or oral,\nbetween you and the Company concerning any and all of your employment\narrangements between you and the Company, with the exception of the Proprietary\nRights Agreements and other employment related agreements or Company benefit and\nstock plans specifically referenced herein. This Severance Agreement and the\nmutual covenants and agreements contained herein shall represent the entire\nagreement and understanding between the parties hereto relating to your\nemployment with the Company.\n\n1.       Termination of Employment, Severance Benefits.\n         ---------------------------------------------\n         a. Involuntary Termination. If your employment terminates as a result\n            -----------------------\n         of an Involuntary Termination, as defined in Section 6 below, you shall\n         be entitled to receive: a severance payment equal to one (1) times your\n         Base Salary and one (1) times your Target Bonus, as defined in Section\n         6 below, in effect for the year in which you are terminated, whether or\n         not such bonus would otherwise be payable. You acknowledge and agree\n         that with the exception of the severance payment referenced herein, you\n         are not eligible or entitled to receive any other type of bonus payment\n         by the Company, including any bonuses through the Management By\n         Objective Bonus Program (\"MBO Program\") for the year in which you are\n         terminated or any other period. Any severance payments to which you\n         become entitled pursuant to this Section shall be paid to you (or your\n         estate or beneficiary in the event of your death subsequent to your\n         severance entitlement) in a lump sum within thirty (30) calendar days\n         of your Termination Date and shall be paid contingent upon your\n         execution and delivery to the Company of a Settlement and Release\n         Agreement substantially in the form attached hereto as Exhibit A. The\n         foregoing notwithstanding, the Company shall have the right to withhold\n         and\/or defer any and all severance payments to which you are entitled\n         pursuant to this Agreement, subject to the satisfaction of all tax\n         withholding obligations, as set forth in Section 5(a) below.\n\n                                       1\n\n\n         b. Voluntary Resignation; Retirement, Death or Disability; Termination\n            -------------------------------------------------------------------\n         for Cause. If you (i) voluntarily resign from the Company; or (ii) if\n         ---------\n         your employment terminates because of your Retirement, as defined in\n         Section 6 below, death or Disability, as defined in Section 6 below; or\n         (iii) if the Company terminates your employment for Cause, then you\n         shall not be entitled to receive any severance or other benefits except\n         for those benefits, if any, as may then be established under then\n         existing benefits plans at the time of your resignation or termination.\n\n         c. Restricted Stock and Stock Options.  In the event you are entitled \n            ----------------------------------\n         to receive  severance  pursuant to Section 1(a) of this Agreement due\n         to:\n           (i) an  Involuntary  Termination  within  twenty-four  (24) months  \n               --------------------------------------------------------------\n               following a Change in Control under Section 6(d)(ii) of this\n               ------------------------------------------------------------\n               Agreement:  all of your then  outstanding  and unvested stock \n               ----------\n               options,  except for options  granted  under the Company's  2001\n               Leveraged Equity  Acquisition  Program  (\"LEAP\"),  regardless of\n               the date of grant,  shall become fully vested, effective as of \n               the Termination Date, and remain exercisable for ninety (90) days\n               following your  Termination Date or such longer period, if any,\n               as specifically provided in the Company's stock plan pursuant to\n               which the  options  were  granted to you (but in no event  beyond\n               the original expiration date of the stock options); and the\n               Company's right to purchase all of your then outstanding and\n               unvested shares of restricted  stock, except for restricted stock\n               granted under LEAP, regardless of the date of grant, shall \n               terminate and all of your shares of restricted  stock shall fully\n               vest as of the Termination  Date.  With respect to all stock \n               options and shares of restricted stock granted to you under LEAP,\n               the LEAP stock options shall vest, and the restrictions on the\n               LEAP restricted stock shall lapse upon an Involuntary Termination\n               due to a Reduction-In-Force (as defined in the Company's Amended\n               and Restated 1995 Equity Participation Plan) within twenty-four\n               (24) months following a Change in Control as provided in the \n               Supplement dated March 30, 2001, to the S-8 Prospectus dated\n               November 1, 2000 for LEAP (and any amendment or supplement \n               thereto issued by the Company after November 1, 2000).  Your\n               participation in LEAP shall terminate effective as of your\n               Termination Date.\n          (ii) an Involuntary Termination other than within twenty-four (24)\n               -------------------------------------------------------------\n               months following a Change in Control under Section 6(d)(ii) of\n               --------------------------------------------------------------\n               this Agreement: all stock options granted to you which are not\n               ---------------\n               already vested as of your Termination Date shall expire,\n\n\n                                       2\n\n\n               effective as of your Termination Date and may not be exercised\n               by you; and all shares of restricted stock granted to you which\n               are not already vested as of the Termination Date shall be\n               repurchased by the Company at a repurchase price of $.10 per\n               share of Common Stock, and will not vest or be released to you.\n\n                  All stock options and restricted stock shall remain subject to\n         the terms and conditions of the Company's stock plans pursuant to which\n         the stock options or restricted stock were granted to you, including,\n         without limitation, the provisions of Section 11.5(f) of the Company's\n         Amended and Restated 1995 Equity Participation Plan.\n\n         d. Employee Benefits. Your insurance benefits (medical, dental,\n            ----------------- \n         long-term disability, accidental death and dismemberment and life\n         insurance) will cease on the Termination Date, as defined in Section 6\n         below. To the extent permitted by the federal COBRA law, applicable\n         state laws, and the insurance policies and rules applicable to Company,\n         you will be eligible to continue your Company health insurance benefits\n         in effect when you terminate. Should you be enrolled in the Company\n         plan at the time of termination and elect continuation coverage under\n         COBRA, Company agrees to pay directly to you the cash equivalent of\n         three (3) months of COBRA premiums. Employee will be responsible for\n         completing the COBRA benefits continuation notice and any additional\n         documentation and will be solely responsible for the payment of all\n         COBRA premiums. All other Company sponsored benefit plans, including\n         but not restricted to, executive supplemental health, 401(k), life and\n         disability insurance, deferred compensation, paid time off benefits,\n         and vacation benefits will terminate on your Termination Date. Payouts\n         from the deferred compensation and 401(k) will be controlled by the\n         plan documents and conversion rights and cash value of life insurance\n         by the plan document as stated. Per Section 5(a) below, Company shall\n         have the right to withhold any and all payment of taxes and penalties\n         imposed under your deferred compensation and\/or 401(k) plans.\n\n2.       Limitation  on Payments.  In the event that the severance and other \n         ----------------------- \n         benefits provided for in this Agreement or otherwise payable to you (i)\n         would constitute \"parachute payments\" within the meaning of Section\n         280G of the Internal Revenue Code of 1986, as amended (the \"Code\") and\n         (ii) but for this  Section, would be subject to the excise tax imposed\n         by Section 4999 of the Code, then such severance and other  benefits\n         shall be either (i) delivered in full, or (ii) delivered as to such\n         lesser extent which would result in no portion of such  severance and\n         other benefits being subject to excise tax under Section 4999 of the\n         Code, whichever of the foregoing amounts, taking into account the\n\n\n                                       3\n\n\n         applicable federal, state and local income taxes and the excise tax\n         imposed by Section 4999, results in the receipt by you on an after-tax\n         basis, of the greatest amount of benefits, notwithstanding that all or\n         some portion of such benefits may be taxable under Section 4999 of the\n         Code.  Unless you and the Company agree otherwise in writing, any \n         determination required under this Section shall be made in writing by\n         the Company's independent public accountants (the \"Accountants\").  Such\n         determination shall be conclusive and binding upon you and the Company\n         for all purposes.  For purposes of making the calculations required by\n         this Section, the Accountants may make reasonable assumptions and\n         approximations concerning applicable taxes and may rely on reasonable,\n         good faith interpretations concerning the application of Sections 280G\n         and 4999 of the Code. You and the Company shall furnish to the\n         Accountants such information and documents as the Accountants may\n         reasonably request in order to make a determination under this Section.\n         The Company shall bear all costs the Accountants may reasonably incur\n         in connection with any calculations contemplated by this Section.\n\n3.       Non-Competition and Non-Solicitation: You acknowledge that while you\n         -------------------------------------\n         were employed with Company, you were a member of executive and\n         management personnel at the Company. You further acknowledge that\n         during your employment at Company, you were privy to extremely\n         sensitive, confidential and valuable commercial information, and trade\n         secrets belonging to the Company, the disclosure of which information\n         and trade secrets would greatly harm the Company. As a reasonable\n         measure to protect the Company from the harm of such disclosure and use\n         of its information and trade secrets against it, the parties agree to\n         the following as part of this Agreement:\n\n         a. Non-Competition Covenant. You agree and acknowledge that for a\n            ------------------------\n         period of twelve (12) months following your termination date, you will\n         not directly or indirectly engage in (whether as an a employee,\n         consultant, proprietor, partner, director, officer or otherwise), or\n         have any ownership interest in, or participate in the financing,\n         operation, management or control of, any person, firm, corporation,\n         partnership, joint venture or other business entity that engages in any\n         business that is the same, similar to, or in competition with any\n         product, service, or process that was marketed, sold under development,\n         or developed by Company during your employment with Company. The\n         parties agree that no more than 1% of the outstanding voting stock of a\n         publicly traded company or any stock owned by you as of the Termination\n         Date shall not constitute a violation of this paragraph. You further\n         agree and acknowledge that because of the nature and type of business\n         that Company engages in, the geographic scope of this covenant shall\n\n\n                                       4\n\n\n         include all counties, cities and states of the United States, and any\n         and all other countries, territories, regions, cities, localities, in\n         which Company conducts business, and that such a geographic scope is\n         reasonable. Nothing in this paragraph 3(a) should be construed to\n         narrow the your obligations imposed by any other provision herein, and\n         other agreement, law or other source.\n\n         b. Non-Solicitation Covenant: You acknowledge and agree that\n            --------------------------\n         information regarding employees, contractors and\/or consultants of\n         Company is confidential information, including without limitation, the\n         names of Company employees, contractors and consultants; information\n         regarding the skills and knowledge of employees, contractors and\n         consultants of Company; information regarding any past, present, or\n         intended compensation benefits, policies and incentives for employees,\n         contractors and consultants of Company; and information regarding the\n         management, policies, and reporting structure of the Company. You agree\n         that you will not, individually or with others, directly or indirectly\n         (including without limitation, individually or through any business,\n         venture, proprietorship, partnership, or corporation in which they\n         control or own more than a 1% interest, through any agents, through any\n         contractors, through recruiters, by their successors, by their\n         employees, or by their assigns) recruit or solicit any Company\n         employee, contractor and consultant or induce any employee, contractor\n         and consultant of Company to leave Company for a period of eighteen\n         (18) months from your termination date.\n\n         c. You and the Company agree that no disparaging or harmful comments\n         will be made publicly or privately that could injure or harm the\n         reputation of you or the Company.\n\n         d. You agree that if you breach the covenants contained in this\n         Section, you will forfeit your right to receive any severance benefits\n         under this Agreement. Further, you agree that if any severance payments\n         have been paid to you, the total amount of such payments shall be\n         returned and paid to the Company promptly upon the Company notifying\n         you of such breach. Nothing contained in this paragraph (e) shall\n         preclude injunctive relief.\n\n         e. You agree that the Company would suffer an irreparable injury if you\n         were to breach the covenants contained in this Section and that the\n         Company would by reason of such breach or threatened breach be entitled\n         to injunctive relief in a court of appropriate jurisdiction and you\n         hereby stipulate to the entering of such injunctive relief prohibiting\n         you from engaging in such breach.\n\n                                       5\n\n\n         f. If any of the restrictions contained in this Section shall be deemed\n         to be unenforceable by reason of the extent, duration or geographical\n         scope or other provisions thereof, then the parties hereto contemplate\n         that the court shall reduce such extent, duration, geographical scope\n         or other provision hereof and enforce this Section 3 in its reduced\n         form for all purposes in the manner contemplated hereby.\n\n         g. You agree that the Company may inform your prospective and future\n            employers of your obligations under this Section of the Agreement.\n\n4.       Successors.\n         ---------- \n         a. Company's Successors. Any successor to the Company (whether direct\n            --------------------\n         or indirect and whether by purchase, lease, merger, consolidation,\n         liquidation or otherwise) to all or substantially all of the Company's\n         business and assets shall assume the obligations under this Agreement\n         and agree expressly to perform the obligations under this Agreement in\n         the same manner and to the same extent as the Company would be required\n         to perform such obligations in the absence of a succession. For all\n         purposes under this Agreement, the term \"Company\" shall include any\n         successor to the Company's business and assets which executes and\n         delivers the assumption agreement described in this Section or which\n         becomes bound by the terms of this Agreement by operation of law.\n\n         b. Employee's  Successors.  The terms of this Agreement and all your \n            ----------------------\n         rights hereunder shall inure to the benefit of, and be enforceable by,\n         your personal or legal representatives, executors, administrators, \n         successors, heirs, devisees and legatees.\n\n5.       Miscellaneous Provisions.\n         ------------------------\n         a. Withholding. Severance payments to which you become entitled\n            -----------\n         pursuant to this Agreement, as well as cash and stock distributions\n         under Company stock or deferred compensation plans to which you become\n         entitled as a result of termination of employment, may be subject to\n         tax withholding requirements of fiscal authorities, including the\n         Internal Revenue Service and State tax agencies. You expressly agree to\n         satisfy these withholding obligations in a timely manner either from\n         the amounts to be distributed to you, or from personal funds, and you\n         acknowledge that the Company will not issue any such distributions\n         until such time as these withholding obligations have been satisfied in\n         full.\n\n                                       6\n\n\n         b. Confidentiality Agreement. As a condition of your employment, you\n            -------------------------\n         have executed the Company's standard form Proprietary Rights Agreement\n         or any other confidential inventions and trade secrets agreement. You\n         hereby reaffirm that during your employment with the Company and\n         thereafter you did and will comply with all provisions of such\n         agreement and agree that you will enter into such modifications or\n         amendments thereof as the Company may reasonably request from time to\n         time. If the terms contained in the Proprietary Rights Agreement\n         conflict with any of the terms contained in Section 3 of this\n         Agreement, the broader of the two provisions shall control.\n\n         c. Notice.  Any notice required to be given under this Agreement shall \n            ------\n         be given in writing,  either by personal delivery or by causing such\n         written notice to be mailed, first class postage prepaid, in the United\n         States mail, to the parties at the addresses set forth below, or at\n         such other address for a party as shall be specified  by like notice,\n         provided that notices of change of address shall be effective only upon\n         receipt thereof.\n\n                  Company:          Storage Technology Corporation\n                                    One StorageTek Drive\n                                    Louisville, Colorado 80028\n                                    Attention:  General Counsel\n                                    Attention: Vice President Human Resources\n\n                  Your Address:     Robert S. Kocol\n                                    577 Manorwood Lane\n                                    Louisville, Colorado  80027\n\n\n         d. Amendment or Modification.  This  Agreement may not be amended or \n            -------------------------\n         modified and no provision shall be waived unless agreed to in writing\n         and signed by you and the Company.  No waiver by either party of any\n         breach of this Agreement shall be deemed a waiver of any other \n         provision or condition at another time.\n\n         e. Assignment. The rights of any person to payments or benefits under\n            ----------\n         this Agreement shall not be made subject to option or assignment,\n         either by voluntary or involuntary assignment or by operation of law,\n         including (without limitation) bankruptcy, garnishment, attachment or\n         other creditor's process, and any action in violation of this Section\n         shall be void. The Company may assign its rights under this Agreement\n         to an affiliate.\n\n         f. Governing  Law.  This Agreement is entered into in accordance with,\n            --------------\n         and shall be interpreted pursuant to the provisions of, the laws of the\n         State of Colorado.\n\n                                       7\n\n\n         g. Arbitration. Any controversy or claim arising between you and the\n            -----------\n         Company including, without limitation, any claims, demands or causes of\n         action alleging wrongful discharge; unlawful discrimination based on\n         sex, age, race, national origin, disability, religion or other unlawful\n         basis; breach of contract; or any claims seeking damages under any\n         federal, state or local law, rule, regulation or common law theory; but\n         excluding any claims by you for worker's compensation or unemployment\n         compensation, and excluding any claims by the Company for injunctive\n         relief (for instance, for breach of confidentiality, breach of a\n         covenant not to compete, violation of trade secrets, or unfair\n         competition), shall be resolved by final and binding arbitration. By\n         signing below, you voluntarily waive any right to submit claims to a\n         judge or jury in either state or federal court. The arbitration shall\n         be held in Denver, Colorado, or elsewhere by mutual agreement. The\n         selection of the arbitrator and procedure shall be governed by the\n         Employment Arbitration Rules of the American Arbitration Association,\n         as amended. The arbitrator shall be someone with a minimum seven years\n         of employment law background and from the AAA Commercial Arbitration\n         Panel or, if both parties agree the Judicial Arbiters Group. The\n         arbitrator shall apply the applicable substantive law to any claim; for\n         any state law claim or damages issues, the law of Colorado shall\n         govern, including but not limited to the provisions of C.R.S. Sections\n         13-21-102(5). Upon your request, copies of C.R.S. Sections 13-21-102(5)\n         and the above referenced Rules of the American Arbitration Association,\n         as amended will be provided to you. Any court having jurisdiction may\n         enter judgment upon an award rendered by arbitration. The Parties agree\n         that the prevailing party in any arbitration shall be awarded its\n         reasonable attorney's fees and costs to the extent provided by law. The\n         Company will pay the cost normally associated with the arbitration,\n         including the arbitrator's fee and any fee for a hearing facility.\n         Notwithstanding anything contained in this Section 5(g), the Company\n         shall be free to pursue injunctive relief against you for violation of\n         Section 3 of this Agreement and\/or the terms of your Proprietary Rights\n         Agreement with the Company.\n\n         h. Severability.  If any provision of this Agreement shall be held to\n            ------------\n         be invalid or unenforceable, such invalidity or unenforceability shall\n         not affect or impair the validity or enforceability of the remaining\n         provisions of this Agreement, which shall remain in full force and\n         effect in accordance with their terms.\n\n         i. Entire Agreement.  This Agreement, together with the other \n            ----------------\n         agreements referenced herein, embody the entire agreement between the\n         parties relating to the subject matter hereof, and supersede all\n         previous agreements or understandings, whether oral or written.\n\n                                       8\n\n\n         j. Knowledge and Representation. By signing below, you acknowledge that\n            ----------------------------\n         the terms of this Agreement have been fully explained to you, that you\n         understand the nature and extent of the rights and obligations provided\n         under this Agreement, and that you have been encouraged to and have had\n         an opportunity to consult legal counsel prior to signing this\n         Agreement.\n\n6.       Certain Defined Terms.\n         ---------------------\n         a. Cause.  \"Cause\" means any of the following:  (i) willful failure to \n            -----\n         perform your duties and responsibilities as an officer of the Company;\n         (ii) your willful breach of any written agreement between you and the\n         Company; (iii) gross negligence or dishonesty in the performance of\n         your duties; (iv) your willful violation of any of the Corporate \n         Policies and Practices as in effect from time to time; (v) your\n         engaging in conduct or  activities that materially conflict with the\n         interests of or injure the Company, or materially interfere with your\n         duties owed to the Company as such is determined in the sole and\n         complete discretion of the Company; (vi) your willful failure to\n         perform lawful duties assigned to you by your manager; and (vii) your\n         conviction of a felony in any criminal proceeding (or entering into a\n         plea bargain admitting criminal guilt, including any plea to any\n         offense for which a deferred sentence or prosecution is received)\n         regardless of whether the conduct for which you are convicted is work\n         related.\n\n         b. Change of Control.  \"Change of Control\" means the occurrence of any \n            -----------------\n            of the following events:\n           (i) The  acquisition by any \"person\" (as such term is used in \n               Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,\n               as amended), other than the Company or a person that directly or\n               indirectly controls, is controlled by, or is under common control\n               with, the Company, of the \"beneficial ownership\" (as defined in\n               Rule 13d-3 under said Act), directly or indirectly, of securities\n               of the Company representing fifty percent (50%) or more of the\n               total voting power represented by the Company's then outstanding\n               voting securities; or\n          (ii) A merger or consolidation of the Company with any other \n               corporation, other than a merger or consolidation which would\n               result in the voting securities of the Company outstanding\n               immediately prior thereto continuing to represent (either by\n               remaining outstanding or by being converted into voting\n               securities of the surviving entity [including the parent \n               corporation of such surviving entity]) at least fifty percent\n               (50%) of the total voting power represented by the voting \n               securities of the Company or such surviving entity outstanding\n               immediately after such merger or consolidation, or the approval\n\n\n                                       9\n\n\n               by the stockholders of the Company of a plan of complete \n               liquidation of the Company, or the sale or disposition by the\n               Company of all or substantially all the Company's assets.\n\n         c. Disability. \"Disability\" means that you have been unable to\n            ----------\n         substantially perform your duties under this Agreement as the result of\n         your incapacity due to physical or mental illness for a period of\n         twenty-six (26) weeks, consecutive or otherwise, after its commencement\n         as such is determined in the sole and absolute discretion of the\n         Company. This definition is for purposes of this agreement only and\n         does not address company short term or long term benefit policies.\n\n         d. Involuntary Termination. \"Involuntary Termination\" means any of the\n            -----------------------\n         following: (i) involuntary termination of your employment by the\n         Company which is not effected for Cause; (ii) during the twenty-four\n         (24) month period following a Change of Control, involuntary\n         termination of your employment by the Company or its successor company\n         for any reason other than for Cause; (iii) the failure of the Company\n         to obtain the assumption of this Agreement by any successors\n         contemplated in Section 4 above; and (iv) a material reduction in your\n         Base Salary and Target Bonus opportunity, stated as a percentage of\n         your Base Salary, as in effect immediately prior to such reduction,\n         where a material reduction shall be deemed to be a cumulative reduction\n         of greater than fifteen percent (15%). Involuntary Termination excludes\n         termination of employment due to your retirement, death, disability or\n         your voluntary resignation from the company.\n\n         e. Retirement.  \"Retirement\" means any termination of employment that \n            -----------\n         is deemed to be a \"Retirement\" by a resolution of the Board of\n         Directors, or any termination of employment made at the request of the\n         Employee if, as of the date of such termination, such Employee (a) is\n         age 62 or older and (b) has, at the time of such termination, been\n         employed by the Company or any Affiliated Corporation for six years or\n         more, with no break in such employment of longer than one year.\n\n         f. Termination Date. \"Termination Date\" means any of the following: (i)\n            ----------------\n         the date on which the Company terminates your employment; (ii) in the\n         event employment ends by reason of your death or Disability, the date\n         of death or determination of Disability; and (iii) in the event your\n         employment is terminated by you, the date on which you notify the\n         Company of your termination of employment or such effective date as you\n         and the Company may agree.\n\n                                       10\n\n\n         g. Target Bonus.  \"Target Bonus\" means your eligibility to receive a \n            ------------\n         bonus under the terms and  conditions of the MBO Program as approved by\n         the Board and\/or the Human Resources and Compensation Committee of the\n         Board, based upon the achievement of pre-established financial and\n         other performance goals.\n\n         IN WITNESS WHEREOF, each of the parties has executed this Agreement, in\nthe case of the Company by its duly authorized officer or representative, as of\nthe day and year first above written.\n\n\nSTORAGE TECHNOLOGY CORPORATION\n\n\n\nBy:                                                                  \n        -------------------------------------------------------------\n\nTitle:  \n        -------------------------------------------------------------\n\nEXECUTIVE:\n\n\n\n                                                                      \n\n\n\n                                       11\n\n\n\n\n\n\n                                    EXHIBIT A\n\n                             SETTLEMENT AND RELEASE\n\n\n1. In exchange for payment of severance in the form of salary (in the amount of\n$________) and bonus (in the amount of $_______), less required deductions and\napplicable withholdings to Robert Kocol (\"Employee\"), by Storage Technology\nCorporation (\"Company\") and other good and valuable consideration, Employee\nhereby irrevocably and unconditionally releases and discharges the Company, its\npast and present subsidiaries, divisions, officers, directors, agents,\nemployees, successors, and assigns (separately and collectively, \"releasees\")\njointly and individually, from any and all claims, known or unknown, which he,\nhis heirs, successors or assigns have or may have against releasees and any and\nall liability which releasees may have to him whether denominated claims,\ndemands, causes of action, obligations, damages, or liabilities arising from any\nand all bases, however denominated, including but not limited to,\n\n                  (a) 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;\n\n                  (b) 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                  (c) 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 Federal Civil Rights Act of 1964, as amended, or any other\nstatute, agreement or source of law; the Age Discrimination in Employment Act;\nthe Equal Pay Act; the Fair Labor Standards Act; the Family and Medical Leave\nAct; the National Labor Relations Act; the Occupational Safety and Health Act;\nthe Rehabilitation 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                  (d) any and all claims for violation of federal, or any state,\n constitution, law or statute;\n\n                  (e) any and all claims arising out of any other laws and \nregulations relating to employment or employment discrimination;  and\n\n                  (f) any and all claims for attorneys' fees and costs.\n\n2. Employee acknowledges that he is over the age 40, and therefore has special\nrights under a federal law known as the Age Discrimination in Employment Act of\n1967 (\"ADEA\"), as amended by the Older Workers Protection Act. Employee has a\nright to be free from age discrimination in all aspect of his employment\nrelationship. Employee understands that he is giving up the right to sue the\n\n\n                                       12\n\n\nCompany for age discrimination by signing this Agreement. Employee acknowledges\nthat by signing this waiver and release that Employee is knowingly and\nvoluntarily waiving and releasing any rights he may have under the ADEA.\nEmployee agrees that this waiver and release does not apply to any rights or\nclaims that may arise under the ADEA after the Effective Date of this Agreement.\nEmployee acknowledges that the consideration given for this waiver and release\nis in addition to anything of value to which Employee was already entitled.\nEmployee further acknowledges that he has been advised by this writing as\nrequired by the ADEA that:\n\n                  (a) he has the right to and is advised to consult with an\nattorney prior to executing this Agreement;\n         -----\n\n                  (b) he has twenty-one (21) days within which to consider this\nAgreement (although he may choose to execute this Agreement earlier);\n\n                  (c) he has seven (7) days following the execution of this\nAgreement to revoke the Agreement after which time, the Company shall promptly\npay to Employee the Consideration set forth above and implement the forgiveness\nof the amounts set forth in the Full Consideration; and\n\n                  (d) this Agreement shall not be effective until the revocation\nperiod has expired.\n\n3. Employee agrees that this Release shall be governed by federal law and the\ninternal laws of the State of Colorado, irrespective of the choice of law or\nrules of any state.\n\n\nACKNOWLEDGMENT:\n\nEmployee's signature below acknowledges that 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. Employee\nfurther acknowledges that he has read this document fully, that he understands\nand agrees to its contents, that he understands that it is a legally binding\ndocument, and that he has been advised to consult a lawyer of his choosing\nbefore signing this Release, and has had the opportunity to do so.\n\n\n\n--------------------------                  -----------------------------------\nDate                                              EMPLOYEE\n\n\n\nThis Release presented to Employee on                            .\n                                      ---------------------------\n\n\n                                       13\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-40520","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\/40520","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=40520"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40520"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40520"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40520"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}