EXHIBIT 10.30
WHEREAS,
with the intention to align costs with expected revenues, Iomega Corporation
(“Iomega”) has adopted a restructuring plan to be implemented on or
around July 26, 2005;
WHEREAS,
in such effort to reduce costs, Iomega determined that it was in its business
interest to evaluate and reorganize certain executive functions and
responsibilities;
WHEREAS,
the parties acknowledge that such restructuring and associated organizational
changes trigger the severance benefit provisions of Executive’s
pre-existing written letter of employment with Iomega and Executive is entitled
to receive such benefits; and
WHEREAS,
Iomega and Executive desire to ensure a reasonable and adequate transition of
duties until such time that Executive’s employment with Iomega concludes.
NOW,
THEREFORE, the parties agree as follows:
| 1. |
Transition Date. The parties agree that Executive will remain employed by Iomega until January 2, 2006
(“Transition Period”).
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| 2. |
Duties. During the Transition Period, Executive will continue to report directly to Iomega’s chief
executive officer (“CEO”). Executive’s duties will consist of assisting with the
following activities:
|
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Integrate the resources of the post-restructuring REV product generation
organization into a coherent and effective team.
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Manage the continued
development and delivery of REV development programs.
-
Manage key Iomega
business development activities, such as:
| |
-
Xxxxxx Iomega's critical REV OEM partner relationship and support of the planned partner product launches.
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Supervise the newly appointed business development resource as defined in the proposed Iomega
organizational structure.
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Further define an IP strategy with goal to generate incremental licensing revenue.
|
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Continue supporting Board of Directors-related and corporate governance matters
and ensure an orderly transition of the General Counsel role during fourth
quarter 2005.
| |
During
the Transition Period, Executive will devote reasonable business efforts and
time to Iomega and, so long as employed by Iomega, shall remain subject to the
Iomega Code of Conduct. |
-1-
| 3. |
Compensation and Benefits. Executive’s base salary, bonus target, benefits, perquisites and other terms
and conditions of employment shall not be reduced from the level as of the Effective Date. Executive
shall continue to participate in the 2005 Incentive Bonus Plan (but only if Executive remains employed by
Iomega for the entire 2005 calendar year as required by that Plan).
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| 4. |
Severance Benefits. Upon expiration of the Transition Period, Executive shall receive severance benefits
defined in Executive’s letter agreement of employment dated July 23, 2001, a copy of which is attached as
Exhibit A (1) (the “Severance Benefits”).
|
| 5. |
Death or Disability. Upon the disability (as defined in Section 22(e)(3) of the Internal Revenue Code of
1986, as amended) or death of Executive, employment shall immediately terminate; however, Executive’s heirs
would be eligible for and would receive the Severance Benefits.
|
| 6. |
Change of Control. Nothing herein will limit Executive’s right to receive enhanced benefits under
Executive’s pre-existing change of control agreement (formally entitled the “Executive Retention
Agreement”), should a change of control (as defined in the Executive Retention Agreement) occur during
Executive’s employment with Iomega.
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| 7. |
Voluntary Election. Executive acknowledges that he has read this Agreement, understands its contents, has
had the opportunity to consult with his personal advisors, and has voluntarily entered into this Agreement.
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| 8. |
Other. This Agreement is governed by the laws of the State of California, to the extent not preempted by
ERISA, and constitutes the entire agreement on this subject matter. This Agreement can only be amended by
mutual written agreement. In the event that any provision of this Agreement, or any portion thereof, is
held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability
of the remaining provisions or portions thereof shall not be affected. This Agreement shall be binding
upon and inure to the benefit of a) the heirs, executors and legal representatives of Executive upon
Executive's death and b) any successor of Iomega. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and both together shall be deemed to be one and the same
agreement. A facsimile of an original signature transmitted to the other Party is effective as if the
original was sent to the other Party.
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Effective Date: July 26, 2005
Accepted and Agreed to:
Executive Iomega Corporation
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxx
-------------------------- --------------------------
By: By:
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxx
Title: EVP, General Counsel & Secretary Title: President and CEO
(1) Incorporated herein by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year
ended December 31, 2001 (File No. 1-12333).
