Exhibit 10.01
June 23, 2005
Robert N. Stephens
Dear Bob:
We received your resignation letter,
effective May 25, 2005, from your role as Chief Executive
Officer and your Board of Director membership. Your payroll
check through your last day of work, plus unused accrued vacation,
sabbatical payout, and a refund of any unused amounts that have
been deducted from your earnings for purposes of participating in
Adaptec’s Employee Stock Purchase Plan was sent to you on
May 26, 2005. You will also receive a check for $40,000
less legally mandated payroll deductions and withholdings.
This amount is to cover miscellaneous benefits including but not
limited to financial planning, attorney fees, auto allowance, and
outplacement.
We find these circumstances
unfortunate and wish to offer you certain severance benefits so you
can pursue other opportunities. The Compensation Committee of
the Board of Directors agreed to the severance program as set forth
below.
Please sign and return the below
Separation Agreement and General Release (the
“Agreement”) along with the exit paperwork to Adaptec
Human Resources in the enclosed envelope prior to July 15,
2005.
SEPARATION AGREEMENT AND GENERAL
RELEASE
1.
Consideration for Agreement:
In exchange for the release and agreements described herein, you
and Adaptec agree as follows:
a)
Six months following the date
Adaptec receives a signed Agreement, and provided that you have
returned all Adaptec property, equipment, and assets, your
severance payment of $975,000 will be processed in twelve monthly
installments of $81,250 less legally mandated payroll deductions
and withholdings. This payment is being given as
consideration for this Agreement and is not otherwise due.
These severance payments are conditional on you not joining a
competitor through November 30, 2006. If you do join,
advise or consult with a competitor the Company shall have no
obligation to make further payments under this
Section 1(a). The Compensation Committee and the
Chairman of the Board must agree with you that a company is not
considered a competitor, which agreement shall not be unreasonably
withheld, conditioned or delayed.
b)
All future vesting of stock options
will cease effective May 25, 2005. All vested options
will have an exercise period through the earlier of (i) the
end of the term of such option or (ii) November 25,
2006.
c)
Beginning on June 1, 2005 you
and your family shall be entitled to continuation of your Adaptec
health, vision, dental and EAP benefits pursuant to the
Consolidated Omnibus Budget and Reconciliation Act
(“COBRA”) at the Company’s expense for eighteen
months until November 30, 2006. You must sign up for
COBRA to receive this benefit. Information will be sent to
your home within four weeks from Ceridian.
d)
You hereby acknowledge that you are
bound by the Employee Proprietary Information Agreement (the
“ Employee Invention Agreement ”) that
you executed, and that as a result of your employment with Adaptec
you have had access to Adaptec’s proprietary information and
trade secrets, that you will hold all such proprietary information
and trade secrets in strictest confidence and that you will not
make use of such proprietary information and trade secrets on
behalf of anyone. You further confirm that you have delivered
to Company all documents and data of any nature containing or
pertaining to such proprietary information and trade secrets and
that you have not taken with you any such documents or data or any
reproduction thereof. You also hereby acknowledge
non-solicitation obligations and non-compete agreements imposed on
you remains in effect.
e)
You will promptly submit to Adaptec,
and Adaptec will promptly reimburse you for, all of your business
expenses (incurred consistent with Adaptec’s policies in
effect on May 25, 2005) attributable to the period on or prior
to May 25, 2005.
f)
Adaptec and you agree that the
Indemnity Agreement you executed as of March 12, 1998 shall
remain in effect to the extent provided therein.
g)
If you relocate from the Milpitas
area to Southern California by May 25, 2006, Adaptec will pay
the brokerage commission and other costs associated with sale of
your
