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Exhibit 10.1
EMPLOYMENT AGREEMENT
In consideration for being employed by Adaptec, Inc.
(hereinafter, " Adaptec "), Subramanian `Sundi'
Sundaresh (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.
1. DUTIES AND RESPONSIBILITIES : Employee will be
employed by Adaptec in the position of Chief Executive Officer,
reporting to Adaptec's Board of Directors (hereinafter, "
BOD "). Employee's duties and responsibilities will
be assigned by Adaptec's BOD. Employee's duties and
responsibilities may be altered, modified and changed as Adaptec's
BOD deems appropriate.
2. COMPENSATION : Employee's base salary will be $450,000
per year. Adaptec's Compensation Committee of the BOD with approval
from the BOD 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 85% 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 BOD, in their
sole discretion, at the beginning of each Fiscal Year. It is within
the sole discretion of Adaptec's BOD 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 BOD in their sole discretion.
3. STOCK OPTIONS : As deemed appropriate by Adaptec's
BOD, 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
BOD. If Employee's
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employment is
terminated for any reason, including as a result of resignation or
constructive termination, Employee shall not be entitled to any
payments, benefits, 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 BOD.
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:
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(1) A deliberate or serious violation of the Employee's material
duties as assigned by Adaptec's BOD;
(2) Refusal or unwillingness to perform such material duties in
good faith and to the best Employee's ability upon request by
Adaptec's BOD;
(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 BOD's satisfaction after written notice has been given to
the Employee by Adaptec's BOD;
(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
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modification or
change at any time), or local, state or federal law, which
violation, may, in the sole judgment of Adaptec's BOD constitute
justification for Employee's termination;
(8) Prolonged absence from duties without the consent and
approval of Adaptec's BOD, including but not limited to, where
Employee is permanently disabled, which, from the BOD'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
BOD, 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:
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(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 one year 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 exceed $10,000, said payments to be made directly to
the outplacement service provider;
(4) provide Employee and his legal dependents with coverage
under Adaptec's health, vision and dental insurance plans pursuant
to the terms of the Consolidated Omnibus Budget And Reconciliation
Act ("COBRA") following the termination of Employee's employment
with Adaptec. Adaptec agrees to pay the premiums for those COBRA
benefits for the period of one year following the termination of
his employment.
(d) Change of Control : If within one (1) year of the
Change of Control: 1) Employee is no longer Chief Executive O
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