|
Exhibit
10.5
EXECUTIVE EMPLOYMENT AGREEMENT
In consideration for being employed by Adaptec, Inc.
(hereinafter, " Adaptec "), Stephen Terlizzi
(hereinafter, " Employee ") and Adaptec acknowledge
and agree to be bound by the following Executive Employment
Agreement (this " Agreement ") effective as of August
14, 2007 (the " Effective Date "). This Agreement
supersedes the terms of Employee's offer letter and prior executive
employment agreement, dated as of May 1, 2007.
1. DUTIES AND RESPONSIBILITIES : Employee will be
employed by Adaptec in the position of Vice President and General
Manager of Storage Solutions Group 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 $230,000
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 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 and restricted stock awards under the 2004 Equity Incentive
Plan and successor equity plans. 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.
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
1
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, Employee shall not be
entitled to any payments, benefits, damages, awards or compensation
other than as expressly and specifically required by Section 10 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 CEO, 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.
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 : Employee's employment with
Adaptec is at-will and may be terminated by Employee or by Adaptec
at any time for any reason as follows:
(a) Employee may terminate employment upon written notice to
Adaptec for "Good Reason," as defined below (an " Involuntary
Termination " );
(b) Employee may terminate employment upon written notice to
Adaptec at any time in Employee's discretion without Good Reason (
" Voluntary Termination " );
(c) Adaptec may terminate Employee's employment upon written
notice to Employee at any time following a determination that there
is "Cause," as defined below, for such termination ( "
Termination for Cause " );
(d) Adaptec may terminate Employee's employment upon written
notice to Employee at any time without Cause for such termination (
" Termination without Cause " );
(e) Employee's employment will automatically terminate upon
Employee's death or upon Employee's disability as determined by
Adaptec ( " Termination for Death or Disability " );
provided that "disability" shall mean Employee's complete inability
to perform Employee's job responsibilities for a period of ninety
(90) consecutive days or ninety (90) days in the aggregate in any
twelve (12) month period.
9. DEFINITIONS .
As used in this Agreement, the following terms have the following
meanings:
(a) " Cause " means Employee's (i) neglect or poor
performance of duties, if not remedied to the satisfaction of the
CEO after written notice has been given to the Employee
2
by the CEO or his
or her designee; (ii) willful and deliberate malfeasance or gross
negligence in the performance of duties and responsibilities; (iii)
commission of any act of fraud, gross misconduct or dishonesty with
respect to Adaptec; (iv) conviction of, or plea of guilty or "no
contest" to, a felony, a serious violation of the law or a crime
involving moral turpitude, fraud, or misappropriation of funds; (v)
breach or violation of this Agreement or any proprietary
information and inventions or confidentiality agreement with
Adaptec, including the Employee Proprietary Information Agreement;
or (vi) refusal or unwillingness to follow the lawful directions of
the CEO or the Board.
(b) " Change of Control " means (i) any "person"
(as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) (other than Adaptec, a subsidiary or an Adaptec employee
benefit plan, including any trustee of such plan acting as trustee)
is or becomes the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of Adaptec
representing fifty percent (50%) or more of either the then
outstanding shares of the common stock of Adaptec or the combined
voting power of Adaptec's then outstanding securities; (ii) a
change in the composition of the Board occurring within a two-year
period, as a result of which fewer than a majority of the directors
are Incumbent Directors. " Incumbent Directors " shall mean
directors who either (I) are directors as of the date hereof, or
(II) are elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the Incumbent Directors
at the time of such election or nomination (but shall not include
an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of
directors to Adaptec); (iii) the consummation of a merger or
consolidation of Adaptec with any other corporation, other than a
merger or consolidation which would result in the voting securities
of Adaptec outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least fifty
percent (50%) of the then outstanding shares of the common stock of
Adaptec and the combined voting power of Adaptec's then outstanding
securities; or
| 
