|
Exhibit 10.4
EMPLOYMENT AGREEMENT
In consideration for being employed by Adaptec, Inc.
(hereinafter, " Adaptec "), Marcus Lowe (hereinafter,
" Employee ") and Adaptec acknowledge and agree to be
bound by the following Executive Employment Agreement, effective as
of August 14, 2007 (the "Effective Date"). This Agreement
supersedes the terms of Employee's offer letter and prior
employment agreement, dated as of September 21, 2005.
1. DUTIES AND RESPONSIBILITIES: Employee will be employed
by Adaptec in the position of Vice President, Emerging Business and
Corporate Development, reporting to Adaptec's CEO (hereinafter,
"CEO"). Employee's duties and responsibilities will be
assigned by Adaptec's CEO or his designee. Employee's duties
and responsibilities may be altered, modified and changed as
Adaptec's CEO deems appropriate.
2. COMPENSATION: Employee's base salary will be $260,000
per year. Adaptec's Compensation Committee of the Board of
Directors may increase Employee's base salary from time to time as
they deem appropriate. In addition, Employee will be eligible to
participate in Adaptec's Executive Bonus Incentive Plan at a
targeted amount of 50% of annual base salary. That plan has a
variable payout based upon Adaptec's performance, as well as the
performance of Employee. The performance targets for Adaptec and
Employee which shall serve as the basis for awarding Employee an
incentive bonus shall be established by Adaptec's CEO and Board of
Directors, in their sole discretion, at the beginning of each
Fiscal Year. It is within the sole discretion of Adaptec's CEO or
his designee to determine whether Employee achieved all or part of
the targets established as well as the resulting bonus amount to be
awarded. All bonus plans, including all performance targets and all
other aspects and conditions of those plans, shall be established
by and subject to change and modification by Adaptec's CEO and
Board of Directors in their sole discretion.
3. STOCK OPTIONS: As deemed appropriate by Adaptec's CEO
and Board of Directors, Employee may receive option grants under
the 2004 Equity Incentive Plan. The future grants will vary
in number given and in vesting schedules.
4. BENEFITS: Employee shall be eligible for all benefits
normally and regularly provided to Adaptec's executive staff as may
be in effect from time to time, if any, in accordance with the
rules established from time to time for individual
participation in any such plans. In addition, Employee will be
entitled to receive the following benefits: a $650 per month
automobile allowance, reimbursement for personal financial and tax
advice up to $2,500 per year, reimbursement for health club
initiation fees of up to $300 plus 50% of the club's monthly dues
up to $55.00 per month, survivor benefit management services up to
a maximum cost of $3,000, and a company-paid annual physical
examination. Employee shall also be eligible to participate in
Adaptec's Deferred Compensation Plan as provided by that plan's
documents.
5. EMPLOYEE'S AT-WILL EMPLOYMENT: Employee understands
and agrees that his employment relationship with Adaptec is for an
INDEFINITE PERIOD and is on an AT-WILL basis. This
means that Employee is free to terminate his employment with
Adaptec at any time with or without cause or notice and that
Adaptec is similarly entitled to terminate Employee's employment at
any time with or without cause or notice. Employee understands and
agrees that the AT-WILL nature of his employment with
Adaptec will be maintained throughout the time he is employed by
Adaptec and can only be changed by an express written employment
contract specifically prepared for Employee and signed by Adaptec's
CEO. If Employee's employment is terminated for any reason,
including as a result of resignation or constructive termination,
Employee shall not be entitled to any payments, benefits,
1
damages, awards
or compensation other than as expressly and specifically required
by Paragraph 8 of this Agreement.
6. OUTSIDE ACTIVITIES: During Employee's employment with
Adaptec, he agrees to devote his full productive time, energies and
abilities to the proper and efficient management of Adaptec's
business. Without express, prior written authorization from
Adaptec's Board of Directors, Employee shall not, directly or
indirectly, during the term of his employment: (1) render
services of a business, professional or commercial nature, to any
other person, firm, entity, or business, whether for compensation
or otherwise; or (2) engage in any activity competitive with
or adverse to Adaptec's business or welfare, whether alone, or as
an owner, shareholder or partner, or as an officer, director,
employee, advisor, contractor or consultant; or (3) serve as a
Director of a for-profit public company or as a Director of a for
profit private company with a valuation in excess of $10,000,000,
without the prior written consent of Adaptec's CEO.
7. PROTECTION OF ADAPTEC'S CONFIDENTIAL AND PROPRIETARY
INFORMATION AND TRADE SECRETS: During Employee's employment
with Adaptec as well as at all times following his termination
thereof, Employee agrees to abide by and comply with the Employee
Proprietary Information Agreement which he entered into, a copy of
which is attached hereto and incorporated herein as
"Exhibit A."
8. TERMINATION OF EMPLOYMENT:
-
(a) Termination for Cause : Adaptec and Employee agree
that Adaptec may terminate Employee's employment and terminate this
Agreement at any time "for cause," which shall include any one or
more of the following reasons:
(1) A deliberate or serious violation of the Employee's material
duties as assigned by Adaptec's President or CEO;
(2) Refusal or unwillingness to perform such material duties in
good faith and to the best Employee's ability upon request by
Adaptec's President or his designee;
(3) A breach or violation of any other terms or conditions of
this Agreement, including the Employee Proprietary Information
Agreement;
(4) Neglect or poor performance of duties, if not remedied to
Adaptec's CEO or President's satisfaction after written notice has
been given to the Employee by Adaptec's CEO or President;
(5) Conviction of the Employee of a felony or other crime
involving moral turpitude, dishonesty, willful misconduct,
misappropriation of funds, habitual insobriety or illegal drug
use;
(6) Substance abuse or any other action on the part of the
Employee involving willful and deliberate malfeasance or gross
negligence in the performance of his duties and responsibilities,
or any conduct or act which brings public disrespect, contempt or
ridicule upon Adaptec;
(7) A deliberate or serious violation of any law, rule,
regulation, constitutional provision, or Adaptec policy or
procedures, (which policies are subject to modification or change
at any time), or local, state or federal law, which violation, may,
in the sole
2
judgment of
Adaptec's CEO or President constitute justification for Employee's
termination;
(8) Prolonged absence from duties without the consent and
approval of Adaptec's CEO or President, including but not limited
to, where Employee is permanently disabled, which, from the CEO or
President's sole discretion, constitutes justification for
Employee's termination;
(9) Employee's death.
(b) Consequences of Termination for Cause : In the event
Adaptec exercises its option to terminate Employee "for cause" as
defined in this paragraph, Employee shall be entitled only to the
unpaid salary and unused vacation benefits which he has accrued
through and until the date of his termination as well as an amount
equal to the salary he would have otherwise received for any
fully-accrued, unused sabbatical. There shall be no entitlement to
compensation for any partially-accrued, unused sabbatical. Employee
shall be entitled to no other or further compensation, benefits or
severance payments of any kind or nature in the event he is
terminated "for cause." Should the Employee be terminated "for
cause" as provided in this paragraph, Adaptec will provide the
Employee with a written statement detailing such cause.
(c) Termination Without Cause : Adaptec, by action of its
CEO, may terminate Employee's employment and terminate this
Employment Agreement at any time and for any reason without cause
by giving Employee written notification of termination. In the
event Adaptec exercises its option to terminate Employee without
cause, upon Employee signing a Separation Agreement and General
Release, Adaptec shall:
-
(1) pay Employee his unpaid salary and unused vacation
benefits he has accrued prior to the date of his termination;
(2) pay to Employee within 30 days following his
termination of employment with Adaptec a one-time payment equal to
9 (nine) months of base salary; plus an additional week of base
salary for each year of service beyond three years of
service. Employee's prior service to the 2005 rehire date
will not be considered in calculating tenure.
(3) provide outplacement services on Employee's behalf
through the use of a company or consultant to be chosen by Employee
in an amount not to ex
|
