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Exhibit 10.1
TRANSITION AGREEMENT
This
Transition Agreement ("Transition Agreement") is entered into as of
the ____ day of March, 2005, by and between Storage Technology
Corporation (the "Company"), and ______________ (the
"Executive").
WHEREAS, the
current Chief Executive Officer’s contract expires on June
30, 2006 and the Corporation desires to provide for the orderly
succession for the Chief Executive Officer and maintain the
executive team during that transition;
WHEREAS, the
Executive is in a high level position with the Company, and the
Company recognizes the valuable services that the Executive
provides to the Company and desires to be assured that Executive
will be available to actively participate in the business of the
Company; and
WHEREAS, the
Executive is willing to accept continued employment with the
Company, but desires assurance that the Executive will continue to
have opportunities with the Company;
WHEREAS, the
Executive has executed both a Severance Agreement and an Executive
Agreement with the Corporation, both agreements which are hereby
incorporated by reference;
NOW, THEREFORE,
in consideration of the promises and the mutual agreements herein
contained, the Company and the Executive hereby agree as
follows:
1.
Term . This Transition Agreement shall commence on the
date hereof and shall terminate on February 1, 2007.
2.
Transition Payment . In the event that Executive is an
employee of the Company on December 31, 2006 in any position other
than the Chief Executive Officer of the Company, the Company shall
pay the Executive within thirty days after December 31, 2006 a one
time lump sum payment equal to the Executive’s annual base
salary then in effect, less any applicable withholding taxes
(“Transition Payment”).
3.
Involuntary Termination . Subject to section 4 hereof,
in the event Executive’s employment with the Company is
involuntarily terminated, and as a result of such involuntary
termination Executive is entitled to the benefits set forth in
paragraph 1a of the Severance Agreement (including for such
entitlement the execution of the requisite Settlement and Release
Agreement, the time for revocation of which has expired and the
satisfaction of the tax withholding obligations under the Severance
Agreement), then in addition to the benefits in that Severance
Agreement, the Company shall pay Executive the Transition Payment
at the same time as the payments set forth in that paragraph 1a of
the Severance Agreement.
4.
Receipt of Benefits Under Executive Agreement . In the
event Executive receives the benefits relating to a Change in
Control under Section 4 of the Executive Agreement, then Executive
is not entitled to any benefits under this Transition
Agreement.
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5.
Miscella
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