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Exhibit 10.2
EMPLOYMENT AGREEMENT
In consideration for being employed by Adaptec, Inc.
(hereinafter, " Adaptec "), Christopher O'Meara
(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
March 21, 2006.
1. DUTIES AND RESPONSIBILITIES : Employee will be
employed by Adaptec in the position of Chief Financial Officer,
reporting to Adaptec's Chief Executive Officer (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 $325,000
per year. Adaptec's CEO and 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 60% 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. Since Employee is a rehire he will
receive prior service credit for vacation benefits and will accrue
at a rate of 20 days of vacation per year. 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
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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, 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:
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(1) A deliberate or serious violation of the Employee's material
duties as assigned by Adaptec's CEO;
(2) Refusal or unwillingness to perform such material duties in
good faith;
(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's satisfaction after written notice has been given to
the Employee by Adaptec's CEO or his designee;
(5) Arrest of the Employee for a felony, a serious violation of
the law, or other crime involving moral turpitude, fraud,
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;
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(7) Prolonged absence from duties without the consent and
approval of Adaptec's CEO, including but not limited to, where
Employee is permanently disabled, which, from the CEO's sole
discretion, constitutes justification for Employee's
termination;
(8) 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. 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:
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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 2006 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
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