Exhibit 10.1
TERMINATION AGREEMENT
AND
GENERAL RELEASE OF ALL
CLAIMS
This Termination Agreement and
General Release (the “Agreement”) by and between
Quantum Corporation, a Delaware corporation (“Quantum”
or “Company”), and Howard L. Matthews III (“Mr.
Matthews”), collectively, (the
“Parties”).
WHEREAS , the Company and Mr. Matthews have agreed
to amicably end the employment relationship in accordance with the
terms and conditions hereinafter set forth;
NOW, THEREFORE
, in consideration of the mutual
promises set forth herein the Parties agree as follows.
1. Definition of Parties
: References in this
Agreement to “Quantum” shall include any and all
parent, subsidiary and affiliated corporations and business
entities and all shareholders, officers, directors, agents,
managers, representatives, attorneys, and successors and assigns of
those corporations and entities. References in this Agreement to
Howard L. Matthews, III or Mr. Matthews shall include all of
his representatives, attorneys, heirs, and successors and
assigns.
2. Quantum’s
Consideration For Agreement : Quantum agrees to provide Mr. Matthews with
the following benefits. These benefits are in addition to any
payments or benefits for which Mr. Matthews is otherwise
eligible as a result of the termination of his
employment:
a) Severance Pay .
Quantum agrees to pay
Mr. Matthews the sum of Three Hundred Fifty Thousand Four
dollars and no cents ($350,004.00), which represents his base
salary for a 52-week period. This amount shall be paid by check in
a single lump sum less all regular payroll deductions on the
Effective Date.
b) Benefit Continuation
.
If Mr. Matthews is enrolled in
a medical, dental, vision or Employee Assistance Program (EAP) plan
sponsored by Quantum on the Termination Date, he shall be entitled
to continuation of such benefits at no additional cost to him
through COBRA for the period of time beginning on the Termination
Date and ending twelve months thereafter (the “Benefit
Continuation Period”). The first two months of benefit
premiums will be paid directly by Quantum and will end
June 30, 2007. Quantum will then compensate Mr. Matthews
in cash equivalent (grossed-up for taxes) for the payment of his
current health benefit premiums for an additional ten months and,
if Mr. Matthews chooses to do so, he may use these funds to
continue benefits under COBRA. Thereafter, he has the option to
continue coverage for the remainder of the COBRA period at his own
cost.
c) Quantum shall continue
Mr. Matthews’s group-term life insurance coverage in
effect at the time of the Termination Date for sixty (60) days
following the Termination Date. If Mr. Matthews fails to make
timely payment of his costs for such coverage, such coverage shall
terminate effective as of the first day of the period for which
timely payment was not received.
d) Outplacement .
Quantum agrees to provide
Mr. Matthews with an executive-level outplacement program
through Right Management Consultants, for a period of up to six
(6) months following Mr. Matthews’s last day of
regular employment. The cost of this service is to be billed
directly to Quantum.
e) Stock Options .
Pursuant to
Mr. Matthews’s new hire offer letter, Quantum agrees to
fully vest one-half of Mr. Matthews’s outstanding stock
options that are unvested as of the Termination Date. The number of
such unvested stock options that shall become fully vested on the
Termination Date is 456,250. This additional vesting shall apply
proportionately to each outstanding stock option grant. In addition
to the vesting of these stock options, Quantum agrees to extend the
post-termination stock option exercise period to December 31,
2007 for all of Mr. Matthews’s stock options that are,
or become, vested as of the Termination Date.
f) Restricted Shares and
Restricted Stock Units .
Quantum agrees to vest one-half of
Mr. Matthews’s outstanding and unvested restricted
shares and restricted stock units as of the Termination Date. The
number of such unvested restricted shares and restricted stock
units that shall become fully vested as of the Termination Date is
102,500 shares.
3. Mr. Matthews’s
Last Day of Regular Employment : Mr. Matthews’s last day of active
regular employment at Quantum shall be March 31, 2007;
thereafter, Mr. Matthews shall be placed on inactive status
until such time as the Termination Date occurs. During this period
of inactive status Mr. Matthews will receive continuation pay.
Mr. Matthews’s Termination Date is currently
April 30, 2007. With the prior consent of Mr. Matthews,
Quantum reserves the right to reschedule or change the Termination
Date without additional consideration.
4. Mr. Matthews’s
Waiver of All Legal Claims : In consideration for the payments and promises
described above, Mr. Matthews does hereby completely release
and forever discharge Quantum from all claims, rights, obligations,
and causes of action of any and every kind and character, known or
unknown, which Mr. Matthews may now have, or has ever had,
arising from or in any way connected with the employment
relationship between the parties, any actions during that
relationship, or the termination of that relationship.
This release includes but is not
limited to: a) all “wrongful discharge” o
