Exhibit 10.04
EMPLOYMENT AGREEMENT
In consideration for being employed
by Adaptec, Inc. (hereinafter, “Adaptec”),
LIM Kok Yong (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 Vice
President, Operations, Managing Director Adaptec Manufacturing
Singapore reporting to Adaptec’s President (hereinafter,
“President”). Employee’s duties and
responsibilities will be assigned by Adaptec’s President or
his designee. Employee’s duties and responsibilities
may be altered, modified and changed as Adaptec’s CEO or
President deems appropriate.
2.
COMPENSATION: Employee’s base
salary will be 326,950 SGD 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 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 KY Lim Employment
AgreementAdaptec’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
Singapore Manufacturing 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.
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, 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
(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 CEO or President;
(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
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’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
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,
2
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 or if the Employee’s position of
responsibility is substantially changed or if the position
relocates to more than 25 additional commute miles (one way),
upon
