EXHIBIT 10.22
[LETTERHEAD OF DOT HILL SYSTEMS CORP.]
August 30, 2000
Xxxxxx Xxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Letter Agreement of Termination of Employment ("Termination Agreement)
from Dot Hill Systems Corp. (the "Company").
Dear Xxxxxx:
This letter confirms written and verbal notice of your termination of
employment with the Company.
1. TERMINATION DATE AND EFFECTIVE DATE: Effective the close of business on
today, August 30, 2000, (the "Termination Date"), your employment with the
Company will end. August 30, 2000 shall be considered your last day of
employment for purposes of calculating any time periods that are triggered
by your termination. The Effective Date of this Agreement shall be the
eighth (8th) day after you sign this Agreement, assuming you do not revoke
the Agreement prior to that time ("Effective Date"). You agree that you
will resign from your position as a member of the Board of Directors, and
any other positions you may have as a member of the Board of the Company's
subsidiaries. In furtherance thereof, you agree to execute the Resignation
Letter attached hereto as Exhibit A concurrent with the execution of this
Agreement.
2. HEALTH CARE: Your participation in health care coverage will end a year
after the Termination Date, the date upon which you fail to observe the
provisions of your Employment Agreement effective January 1, 1999 and
Amended August 2, 1999 (your "Employment Agreement") or the date upon which
you become otherwise employed, whichever occurs first. After your
participation in Dot Xxxx'x health care programs ends, you may elect to
undertake individual (COBRA) participation at your sole expense so long as
you are not then eligible to be covered under another health plan that
provides you with medical insurance coverage. You will receive information
from CobraPro regarding your right to a continuation of coverage under
COBRA. Provided you have made the required contributions and are otherwise
eligible, COBRA coverage will continue for another 18 months.
3. LIFE INSURANCE: Any life insurance coverage that is currently paid by the
Company will end a year after the Termination Date, the date upon which you
fail to observe the provisions of your Employment Agreement or the date
upon which you become otherwise employed, whichever occurs first. If you
are interested in receiving information on converting this coverage to a
private policy after coverage ends, please mail your request to Dot Hill,
Employee Benefits, 0000 Xx Xxxxxx Xxxx, Xxxxxxxx, XX 00000.
4. 401K: Your employee contributions to the Company's 401K Plan cease as of
the Termination Date. Please contact the New York Human Resources
Representative if you have any questions about your account in the Company
401K Plan. You will receive help to process any necessary forms. All forms
should be returned to the New York Human Resources Representative. Then, at
your direction, forms will be submitted to MFS Retirement Services for
distribution.
5. COMPANY STOCK & STOCK OPTIONS: Any rights that you may have in any Employee
Stock Purchase Plan, Stock Option Plan or similar plan of the Company are
determined according to the provisions of the applicable plan and any
agreements signed by you. Questions regarding the above should be directed
to Xxxxxxx Xxxxxxxxx, Corporate Counsel, or Xx. Xxxxxx.
6. VACATION & EXPENSES: You will receive payment for 371.38 hours of accrued
and unused vacation through August 26, 2000 in the amount of $62,491.83,
less standard deductions and withholdings. You will also receive
reimbursement for all remaining authorized Company business expenses
through the Termination Date in the amount of $613.37, however Dot Hill
will deduct $1,000 from that amount due to your purchase of a Company
laptop computer. These items shall be paid in a lump sum within three days
of the Termination Date.
7. SALARY, COMMISSION AND BONUS COMPENSATION: Pursuant to your Employment
Agreement, you shall be paid all compensation at your current level of
salary, commission and bonus through the Termination Date, the remaining
unpaid amounts of which is equal to $15,857.32, less standard deductions
and withholdings. This amount shall be payable in a lump sum within three
days of the Termination Date. In addition and in exchange for the promises
and covenants herein, the Company agrees to pay you an amount equal to
$43,925.31, less standard deductions and withholdings and $3,670.00 which
you received as an advance at the start of the year, in settlement of any
dispute regarding your base salary for the year 2000. Such amount shall
also be paid in a lump sum within three days of the Effective Date of this
Agreement.
8. SEVERANCE PAYMENTS: In exchange for the promises and covenants herein, you
shall be paid a total of $469,544.46, less standard deductions and
withholdings. In exchange for the promises and covenants herein, your
agreement to be available during the next thirty days to aid the Company in
any way reasonably requested, and your waiver of the thirty-day
notification requirement of termination set forth in your Employment
Agreement, you shall also receive $28,846.15, less standard deductions and
withholding. These severance payments shall be paid to you in a lump sum
within three days of the Effective Date of this Agreement. During the year
following the Effective Date, as additional severance compensation, so long
as you are not otherwise employed and you observe the provisions of your
Employment Agreement, the Company shall also maintain and provide to you,
at the Company's expense, all fringe benefits provided for in Attachment A
of the Employment Agreement, subject to the terms of the relevant
insurance, benefit or other plans. Such fringe benefits include: any
medical and dental benefits for you and your eligible dependents that you
received as an employee, any life insurance paid by the Company that you
received as an employee, and payment for holidays, sick days, personal days
and vacation time. All payments made pursuant to this paragraph are made to
you in consideration for your observance of all other provisions of the
Employment Agreement including, but not limited to, the confidentiality,
non-interference and non-competition provisions of the Employment
Agreement. If at any time following the Termination Date you fail to
observe the provisions of your Employment Agreement, you shall remit to the
Company the amounts that had been paid to you pursuant to this paragraph.
Such remittance shall not limit the Company's remedies and rights in the
event you fail to observe the provisions of your Employment Agreement.
9. WITHHOLDING, TAXES AND INTEREST: All payments required to be made by the
Company pursuant to this letter will be subject to any and all applicable
withholdings, including withholdings for any related federal, state or
local taxes. You are responsible to pay any and all income taxes or other
taxes incurred by you as a result of your receipt of any payments from the
Company. In the event that payments are not made when due, such payments
shall bear interest at the rate of 10% per annum. Should you incur
attorney's fees in connection with the collection of any unpaid amounts
that are properly payable to you under this agreement, the Company shall be
responsible to pay the attorney's fees.
10. NO CLAIMS: In exchange for the promises and covenants set forth herein, you
hereby release, acquit, and forever discharge the Company, its parents and
subsidiaries, and their officers, directors, agents, servants, employees,
attorneys, shareholders, partners, successors, assigns, affiliates,
customers, and clients of and from any and all claims, liabilities,
demands, causes of action, costs, expenses, attorneys' fees, damages,
indemnities and obligations of every kind and nature, in law, equity, or
otherwise, known and unknown, suspected and unsuspected, disclosed and
undisclosed, arising out of or in any way related to agreements, acts or
conduct at any time prior to the Termination Date, including, but not
limited to: all such claims and demands directly or indirectly arising out
of or in any way connected with the Company's employment of you, the
termination of that employment, and the Company's performance of its
obligations as your former employer; claims or demands related to salary,
bonuses, commissions, stock, stock options, or any other ownership
interests in the Company, vacation pay, fringe benefits, expense
reimbursements, severance pay, or any form of compensation; claims pursuant
to any federal, state or local law or cause of action including, but not
limited to, the New York anti-discrimination laws, the federal Civil Rights
Act of 1964, as amended; the federal Age Discrimination in Employment Act
of 1967, as amended; the federal Americans With Disabilities Act; tort law;
contract law; wrongful discharge; discrimination; harassment; fraud;
defamation; emotional distress; and breach of the implied covenant of good
faith and fair dealing. Nothing herein shall eliminate or reduce any right
that you have to seek indemnification from the Company for claims or
actions brought against you based on your conduct or actions taken in the
course and scope of your duties as an employee or director of the Company.
You further acknowledge that you are knowingly and voluntarily waiving and
releasing any rights you may have under the Age Discrimination in
Employment Act of 1967 ("ADEA"). You also acknowledge that the
consideration given for the waiver and release in the preceding paragraphs
hereof is in addition to anything of value to which you were already
entitled. You hereby provide the further acknowledgment that you are
advised by this writing, as required by the Older Workers Benefit
Protection Act, that: (a) your waiver and release do not apply to any
rights or claims that may arise after the Effective Date of this Agreement;
(b) you have the right to consult with an attorney prior to executing this
Agreement (although you may voluntarily choose not to do so); (c) you may
have at least twenty-one (21) days to consider this Agreement (although you
may by your own choice execute this Agreement earlier); (d) you have seven
(7) days following the execution of this Agreement to revoke this
Agreement; and (e) this Agreement shall not be effective until the date
upon which the revocation period has expired, therefore making the
effective date of this Agreement the eighth day after this Agreement is
signed by you.
11. OBLIGATIONS: You are reminded of any and all understandings and agreements
between you and the Company regarding intellectual property and
confidentiality of Company Information, non-competition and
non-interference. If you have any questions regarding the terms of these
understandings and agreements, please contact Xxxxxxx Xxxxxxxxx, Corporate
Counsel. You acknowledge your continuing obligations under your Employee
Confidential Information and Invention Agreement, a copy of which is
attached hereto as Exhibit B and Employee Non-Disclosure Agreement, a copy
of which is attached hereto as Exhibit C. Pursuant to the attached
agreements you understand that you must not use or disclose any
confidential or proprietary information of the Company, among other things.
12. COMPANY PROPERTY: You are required to return all equipment belonging to the
Company (except for one Company laptop which you have agreed to purchase
from the Company for $1,000), including but not limited to the Company's
products, computer equipment and peripherals, phone equipment, keys to
Company buildings and/or offices, corporate credit cards and phone cards by
the Termination Date.
13. ENTIRE AGREEMENT: This Termination Agreement constitutes the complete,
final and exclusive embodiment of the entire Termination Agreement between
you and the Company with regard to the subject matter hereof. It is entered
into without reliance on any promise or representation, written or oral,
other than those expressly contained herein. It may not be modified except
in a writing signed by you and a duly authorized officer of the Company.
Each party has carefully read this Agreement, has been afforded the
opportunity to be advised of its meaning and consequences by his or its
respective attorneys, and signed the same of his or its free will.
14. SEVERABILITY: If a court of competent jurisdiction determines that any term
or provision of this Agreement is invalid or unenforceable, in whole or in
part, the remaining terms and provisions hereof shall be unimpaired. Such
court will have the authority to modify or replace the invalid or
unenforceable term or provision with a valid and enforceable term or
provision that most accurately represents the parties' intention with
respect to the invalid or unenforceable term or provision.
Very truly yours,
/s/ XXXXXXX XXXXXX
Xxxxxxx Xxxxxx
Chairman of the Board of Directors
Signature: /s/ XXXXXX XXXXX Date: 30 Aug. 2000
Xxxxxx Xxxxx
