Exhibit 10.1
March 31, 2009
Anil Gupta
[Address]
Dear Anil,
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. Your last work date (separation date) and
termination date will be April 10, 2009. Your final paycheck will
include payout of your accrued vacation balance. Your current
health and dental benefits end on April 30, 2009.
We find these circumstances
unfortunate and wish to offer you severance benefits (outlined
below) to assist you in pursuing other opportunities outside of
Adaptec. The Severance Plan Summary information may be found on the
Adaptec Intranet HR site under Benefits. (Link:
http://www.corp.adaptec.com/
sites/hr/benefits/spds/index.htm.)
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 May 18, 2009.
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, to the Company, your severance
payment will be processed in a one time lump sum payment equal to 9
months and 6 weeks of your base pay, less legally mandated payroll
deductions and withholdings. This payment is being given as
consideration for this Agreement and is not otherwise due. You will
also receive payment of the remainder of your Aristos Logic
transaction hold-back for a lump sum payment equal to
$335,927.00.
(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. However, stock options granted from plans
assumed through the acquisition of Aristos Logic may
vary.
(c)
Beginning on May 1, 2009, 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. You will be responsible for your COBRA cost.
The COBRA enrollment packet and the information you will receive
from Ceridian will explain the important details regarding the
enrollment process. Adaptec will reimburse you for your COBRA
payments for your first nine months of coverage.
(d) You
have until December 31, 2009 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 claim for
negligent or intentional infliction of emotional distress; any
claim for negligence; any claims for attorney's fees or costs; any
tort claims of any nature; any claims under federal, state or
municipal statute or ordinance; any claims under the
Califor
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