EXHIBIT 10.25
StreamLogic Corporation
Severance Agreement with Xxxxxxx X. Xxxxxxx
This Severance Agreement ("Agreement") is made as of November 21, 1996
(the "Effective Date"), by and between StreamLogic Corporation, a Delaware
corporation ("Streamlogic") and Xxxxxxx X. Xxxxxxx, ("Executive").
WHEREAS, StreamLogic desires to retain the services of Executive and
Executive desires to be employed by StreamLogic;
WHEREAS, StreamLogic desires to provide an incentive to Executive to
provide an orderly transition should Executive decide to resign from
StreamLogic;
WHEREAS, the Company has announced its plans to consolidate operations
into the Bay Area and Executive has informed Company that the Relocation Plan
offered to Executive would not be sufficient to cover all of the costs,
expenses, and lost income to Executive incident to such a Relocation on a
personal basis;
WHEREAS, StreamLogic and Executive have agreed to negotiate in good
faith exceptions to the Relocation Plan for the purpose of mitigating the
personal costs and hardships involved with Executive's relocation, but to date
no such negotiations have occurred and there can be no assurance that the result
of such negotiations would be satisfactory to either Executive or StreamLogic;
WHEREAS, StreamLogic has limited cash resources, is losing money from
operations, and cannot reliably predict a certain return to profitability nor
can it provide reasonable assurances that it will obtain significant additional
sources of cash should losses from operations require such additional cash
resources;
WHEREAS, circumstances may arise which would make it advisable and/or
necessary for StreamLogic to ask Executive to resign;
WHEREAS, StreamLogic and Executive desire to provide for certain
rights and obligations with respect to Executive's termination of Employment, in
the event such termination of Employment should occur on or before the
eighteenth month following the Effective Date of this Agreement.
NOW THEREFORE, in consideration of the mutual agreements and
understandings set forth herein, and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, StreamLogic and
Executive hereby agree as follows:
1. Definitions.
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(a) Cause. "Cause" shall mean:
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(1) Executive's conviction of a crime involving moral
turpitude;
(2) A willful act by Executive that constitutes misconduct and
is materially injurious to StreamLogic; and
(3) The commission of any act by Executive which results in
the termination of Executive's employment in accordance with the "Work
Performance and Conduct" section of the StreamLogic Employee Handbook.
(4) The willful failure by Executive to provide an Orderly
Transition of her duties and responsibilities as set forth in Paragraph 3 of
this Agreement.
2. Severance Payments upon Certain Termination.
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(a) Severance Payments. Executive's employment with StreamLogic
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is not for any specified term and may be terminated by Executive or by
StreamLogic at any time for any reason, with or without Cause; provided,
however, that if, on or prior to the eighteenth month following the Effective
Date, StreamLogic shall terminate Executive's employment other than for Cause,
or if Executive shall resign from her position for any reason, in lieu of any
other severance benefits payable to Executive, Executive shall be entitled to a
lump sum amount equal to 52 weeks ($3,808 per week, as may be increased from
time to time by StreamLogic (the "Base Salary Amount"). The total amount of
severance, for example if there has been no Base Salary Adjustment, would be
$198,016. Such amount is payable to Executive upon Executive's last day of
employment with the Company.
(b) No Repayment of Certain Relocation Expenses. Executive
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will begin the process of relocating to the Bay Area as it is her current
intention to relocate with the Company. However, in the event Executive
voluntarily resigns from the Company, Executive shall not be obligated to repay
to the Company the cost of house hunting trips or other miscellaneous expenses,
not to exceed $5,000, incurred in the good faith effort to relocate to the Bay
Area.
3. Orderly Transition. Executive has the affirmative obligation to
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assist in providing an orderly transition of her duties and responsibilities in
the event that either she voluntarily resigns, or resigns at the request of
StreamLogic. An orderly transition shall include the provision of at least 30
days notice to StreamLogic by Executive of resignation prior to last day of
employment with StreamLogic, pro-active recruiting efforts to identify potential
candidates for both the CFO and the VP, Operations responsibilities for the
purpose of advancing the search in the event Executive's employment with
StreamLogic is terminated, and training a Controller or other senior financial
staff in various elements of Executive's responsibilities in order to effect an
orderly transition.
4. Stock Option Vesting. In recognition of Executive's long and
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valuable service to the Company, and as additional compensation for the duties
and responsibilities being carried out by Executive, the Company hereby agrees
to vest Executive's remaining unvested stock option grants outstanding as of the
Effective Date. Future grants, if any, will be issued under the terms and
conditions then in practice by the Company.
5. Establishment of Grantor Trust. Executive has the right at any
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time to have the Company establish a grantor trust, such that the funds for the
entire amount of the severance would be deposited into the trust. The Company
has the obligation to carry out Executive's demand, should it be made, without
further question, as fast as practicable. Executive is not now making a request
for such a trust, in the interest of minimizing workload and expense, and in the
interest of keeping this agreement as confidential as the Company wishes it to
be.
6. Notices. Any notice, request, claim, demand, document and other
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communication hereunder to any party shall be effective upon receipt (or refusal
of receipt) and shall be in writing and delivered personally or sent by telex,
telecopy, or certified or registered mail, postage prepaid, or other similar
means of communication, as follows:
(a) If to StreamLogic, addressed to its principal executive
offices to the attention of its Director - Human Resources;
(b) If to Executive, to her at the address set forth below under
her signature;
or to any such other address as either party shall have specified by notice in
writing to the other.
7. Entire Agreement. This Agreement constitutes the complete and
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entire agreement between Executive and StreamLogic regarding any and all aspects
of their employment relationship and supersedes any and all prior written or
oral agreements, understandings or commitments. Executive understands that no
representative of StreamLogic has been authorized to enter into any agreement,
understanding or commitment with Executive which is inconsistent in any way with
the terms of this Agreement.
8. Governing Law. The validity, interpretation, enforceability, and
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performance of this Agreement shall be governed by and construed in accordance
with the law of the State of California.
9. Arbitration. Any controversy between Executive and StreamLogic or
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any employee, director or stockholder of StreamLogic, involving the construction
or application of any of the terms, provisions or conditions of this Agreement
or otherwise arising out of or related to this Agreement, shall be settled by
arbitration in accordance with the then current commercial arbitration rules of
the American Arbitration Association, and judgment on the award rendered by the
arbitrator may be entered by any court having jurisdiction thereof. The
location of the arbitration shall be Los Angeles, California.
10. Amendment. All terms set forth in this Agreement may not be
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modified in any way except by a written agreement signed by Executive and by an
authorized representative of StreamLogic which expressly states the intention of
the parties to modify the terms of this Agreement.
11. Severability. If any provision of this Agreement, or the
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application thereof to any person, place, or circumstance, shall be held by a
court of competent jurisdiction to be invalid, unenforceable, or void, the
remainder of this Agreement and such provisions as applied to other persons,
places, and circumstances shall remain in full force and effect.
12. Successors. StreamLogic will require any successor (whether
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direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the assets of StreamLogic to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that
StreamLogic would be required to perform it if no such succession had taken
place. Effective upon such assumption, StreamLogic shall have no further
obligation or liability under or with respect to this Agreement. As used in this
Agreement, "StreamLogic" shall mean StreamLogic as herein being defined and any
successor to its business and/or assets as aforesaid which executes and delivers
the agreement provided for in this Section 10 or which otherwise becomes bound
by all the terms and provisions of this Agreement by operation of law.
13. Termination. This Agreement shall terminate in full upon
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the earliest to occur of (i) a termination of Executive's employment with
StreamLogic that would not entitle Executive to a payment pursuant to Section
2(a), or (ii) the eighteenth month following the Effective Date.
IN WITNESS WHEREOF, the Parties have executed this Agreement as
of the date first above written.
StreamLogic: StreamLogic Corporation
a Delaware corporation
by: /s/ J. Xxxxx Xxxxx
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J. Xxxxx Xxxxx
Its: Chairman, CEO and President
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Executive: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
cc: Director, Human Resources
