|
EXHIBIT 10.36
January 28, 2008
Mr. Stephen Terlizzi
[Address]
Dear Steve,
Adaptec must react to changing business needs to be competitive
in today's market. After careful consideration of our future
business, we need to make some difficult business decisions, one of
which impacts your position.
We regret to notify you that your position will
be eliminated and upon signing the attached Separation Agreement
and General Release you will receive the Separation Payments and
Benefits as noted in 10 (b) in your Executive Employment Agreement
and the retention payment communicated to you in the August 14
th Retention letter. Your last work date and
termination date will be February 1, 2008. Your current health and
dental benefits will end on February 29, 2008. However, you are
eligible for benefits continuation through COBRA. Your final
payroll check will include payout of unused accrued
vacation.
Please sign and return the Separation Agreement and General
Release below along with the exit paperwork to Adaptec Human
Resources in the enclosed envelope no later than February 22, 2008.
Severance payment will be processed 8 days after receipt of the
signed Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASE
- Adaptec's Consideration for Agreement: In exchange for the
release and agreements described herein, Adaptec agrees as
follows:
-
(a)On the eighth day following the date Adaptec receives a
signed Agreement, and provided that you have returned all Adaptec
property, equipment, and assets, your Employment Agreement
severance payment will be processed in a one time lump sum payment
equal to nine months of your base pay, less legally mandated
payroll deductions and withholdings. You will also receive the
retention incentive of four months of your base pay less legally
mandated payroll deductions and withholdings. These payments are
being given as consideration for this Agreement and are not
otherwise due.
-
(b)You also acknowledge that Adaptec stock option grants that
have vested as of the termination date must be exercised within
three (3) months of termination.
-
(c)Beginning on March 1, 2008, you shall be entitled to
continuation of your Adaptec health, vision, dental, and Employee
Assistance Program (EAP) benefits pursuant to the Consolidated
Omnibus Budget and Reconciliation Act ("COBRA"). You must submit
completed COBRA Qualifying Event Notification enrollment forms
directly to Ceridian for coverage. Adaptec agrees to pay the
premiums for those COBRA benefits through and until November 30,
2008, at which time said benefits shall cease unless you elect to
pay for those benefits.
-
(d)You have 2 months from your termination date to sign up for
your career search program with Right Management Consultants.
(pamphlet in folder)
- Your Consideration for Agreement: In consideration for the
payments and undertakings described above, you individually and on
behalf of your representatives, successors, and assigns, do hereby
completely release and forever discharge Adaptec, its shareholders,
employees, owners, officers and directors, Board Members, and all
other representatives, agents, entities, subsidiaries, divisions,
directors, attorneys, successors, and assigns from all claims,
rights, demands, actions, obligations, and causes of action of any
and every kind, nature and character, known or unknown, which you
may now have, or have ever had, against them arising from or in any
way connected with the employment relationship between the parties,
any actions during the relationship or the termination thereof.
This Release covers all statutory, common law, constitutional and
other claims, including but not limited to: all "wrongful
discharge" and "constructive discharge" claims; all claims relating
to any contracts of employment, express or implied; any claims for
defamation, misrepresentation, fraud, or breach of the covenant of
good faith and fair dealing, express or implied; any
|
