Exhibit 10.02
EMPLOYMENT
AGREEMENT
In consideration for being employed
by Adaptec, Inc. (hereinafter, “Adaptec”),
Marshall Mohr (hereinafter, “Employee”) and Adaptec
acknowledge and agree to be bound by the following Executive
Employment Agreement:
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. 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
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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. Employee has received
permission to be a member of the Board of Directors for the
following companies: Plantronics and Atheros.
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 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 CEO 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’s
satisfaction after written notice has been given to the Employee by
Adaptec’s CEO or his designee;
(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 CEO constitute justification for
Employee’s termination;
(8) 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;
(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 the Employee signing a Separation
Agreement and General Release, Adaptec shall:
(1) pay Employee his unpaid
salary and unused vacation benefits he has accrued pr
