Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.21(a) Exhibit A Consulting Services Agreement 1. Consulting Services: Iomega hereby retains Anton J. Radman Jr. and...

 Prepared by XXXXXXX CORPORATION xxx.xxxxxxxxxxxxxx.xxx



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Exhibit 10.21(a)

 
  
Exhibit A   Consulting Services Agreement  


1.  Consulting Services:

    Iomega hereby retains Xxxxx X. Xxxxxx Xx. and Xx. Xxxxxx hereby agrees to perform consulting services on a "Work for Hire" basis in daily (as defined
below in Section 2(e)) increments for thirty (30) days a year. Furthermore, Iomega hereby commits to offer Xx. Xxxxxx annually a minimum of an additional ten (10) days of
work to utilize his services. These services will be mutually agreed upon by Xxxxxx and Xx. Xxxxxx based on the needs of Iomega at the time and on the capabilities of Xx. Xxxxxx to help
meet those needs. Xx. Xxxxxx will perform such consulting services at the direction of a member of Iomega's Executive staff designated by the CEO. Notwithstanding the foregoing, neither party
is committing herein to any number of hours of service from Xx. Xxxxxx or for guaranteed compensation during the period from April 1, 2003 through October 31, 2003, provided
however, that Xxxxxx may request the use of Xx. Xxxxxx'x services and Xx. Xxxxxx will make reasonable efforts to accommodate those requests during that period.

2.  Work Schedule and Availability:



(a)Xxxxxx
and Xx. Xxxxxx will mutually agree upon Xx. Xxxxxx'x availability and the schedule to perform consulting services. Xx. Xxxxxx will make reasonable
efforts to accommodate Xxxxxx's requests for his participation, provided however, that in no case may Iomega demand Xx. Xxxxxx'x appearance at meetings or other sessions without giving
Xx. Xxxxxx adequate notice of the meeting or other sessions. Such adequate notice requirements must be acceptable to both parties and will be based upon Xx. Xxxxxx'x then current work
and living situation. If necessary, Xxxxxx will accept participation by Xx. Xxxxxx either by telephone or at times other than regular working day hours.
(b)Any
participation beyond the annual thirty (30) days herein committed by Xx. Xxxxxx must be agreed upon by Xx. Xxxxxx at the time of request from Xxxxxx.
However, Xxxxxx commits to offer Xx. Xxxxxx annually an additional ten (10) days of work at a compensation rate of at least $1,500 per day. If, by the end of each annual period
(March 31 of 2001, 2002, and 2003), Xxxxxx has not offered the additional ten (10) days for Xx. Xxxxxx'x services, Iomega will pay Xx. Xxxxxx for those days that it has not
requested his services at a rate of fifteen hundred dollars ($1,500) per day, and thus bring the total additional consulting days to ten (10) per year. If Xxxxxx offers additional work days to
Xx. Xxxxxx, and Xx. Xxxxxx refuses said offer, Xxxxxx will not be required to pay Xx. Xxxxxx for those days offered and those days will be considered as if paid among the
additional ten (10) days. For tabulation of days worked, the period from January 8, 2000, through March 31, 2000, will be lumped into the first annual period, April 1,
2000, though March 31, 2001.
(c)From
April 1, 2003 through October 31, 2003, Xxxxxx may request the use of Xx. Xxxxxx'x services and Xx. Xxxxxx will make reasonable efforts to
accommodate those requests during that period; provided, however, that neither party herein commits to any number of hours of service by Xx. Xxxxxx nor guarantees any compensation during this
period.
(d)Refusal
by Xx. Xxxxxx to accept any requests for his services beyond the annual thirty (30) days herein committed is not and will not be considered breach of his
obligations under this Agreement or the Separation and General Release Agreement, nor will it provide any grounds whatsoever for termination of this Agreement.

(e)Xx. Xxxxxx
will be responsible to keep track of the days of service he has provided to Iomega, and to notify the designated Iomega executive if and when the annual commitment
for thirty (30) days has been met, and to notify the designated Iomega executive of the total additional days offered by Xxxxxx at the end of each annual period. Such notifications will include
statement of the dates and times spent on behalf of Iomega. In this agreement a day of services will be defined as follows: (I) for contiguous periods of work beyond 4 hours, a day will
be any such period from 4 hours to 12 hours as the case may be, (ii) for small increments of work less than 4 hours, a day will be the accumulation of 8 hours of
these small increments, but in no case will an increment be less than one hour and any fractional increment will be rounded to the next hour. Included in the computation of a consulting day will be
reasonable travel time to and from locations away from Xx. Xxxxxx'x normal living or work location.



3.  Consideration:



(a)Consideration
for the thirty (30) committed days of Consulting Services to be performed by Xx. Xxxxxx shall be paid by Xxxxxx to Xx. Xxxxxx at the times and in
the amounts set forth in the Separation and General Release Agreement executed by the Xx. Xxxxxx and Xxxxxx concurrently with this Consulting Services Agreement.
(b)Consideration
for additional consulting days beyond the thirty (30) herein committed by Xx. Xxxxxx, including consideration for the ten (10) additional days,
will be fifteen hundred dollars ($1,500) per day. Xx. Xxxxxx will invoice Iomega for these additional days and payment will be made on a net thirty (30) day basis after receipt by the
designated Iomega executive of Xx. Xxxxxx'x invoice.
(c)Iomega
will reimburse Xx. Xxxxxx for all reasonable and usual business expenses incurred in Xx. Xxxxxx'x performance of this Consulting Services Agreement.



4.  Term/Termination:

    This Agreement will commence on January 8, 2000, and shall remain in effect until October 31, 2003, unless terminated earlier by
Xx. Xxxxxx with 60 days written notice to Xxxxxx. During the period from April 1, 2003 through October 31, 2003, Xxxxxx may request the use of Xx. Xxxxxx'x services
and Xx. Xxxxxx will make reasonable efforts to accommodate those requests; provided, however, that neither party herein commits to any number of hours of service by Xx. Xxxxxx nor
guarantees any compensation during this period. Iomega may not terminate this agreement prior to its normal termination other than for material breach by Xx. Xxxxxx, but only if such breach is
not cured within the sixty (60) day period following written notice from Iomega to Xx. Xxxxxx giving the details of such alleged breach and requesting such cure.

5.  Relationship:



(a)Xx. Xxxxxx
is an independent contractor of Iomega hereunder. Accordingly, the relationship here is not that of an employer-employee, and Xx. Xxxxxx is not to be
considered an employee of Iomega entitled to Iomega benefits.
(b)This
Agreement is non-exclusive. Xx. Xxxxxx shall retain the right to work for others during the term of this Agreement, with no restrictions other than those identified in
the Separation and General Release Agreement executed by the parties concurrently with this Agreement.
(c)Xx. Xxxxxx
acknowledges and agrees that, as an independent contractor, Xx. Xxxxxx will not have any right to make a claim against Xxxxxx for unemployment, worker's
compensation or disability pursuant to this Agreement or Xx. Xxxxxx'x relationship with Xxxxxx. Iomega will not (i) withhold FICA (Social Security) from its payment to Xx. Xxxxxx
(ii) make state or federal unemployment insurance contribution on behalf of Xx. Xxxxxx, or (iii) withhold

state and federal income taxes form its payments to Xx. Xxxxxx. Xx. Xxxxxx agrees that all such payments are his sole responsibility, and Xx. Xxxxxx will provide to Xxxxxx his
independent contractor's tax identification number for all compensation paid for services after April 1, 2000, under this Agreement.



6.  Definitions:



(a)"Proprietary
Information" means Iomega's Inventions, Works, Intellectual Property, and any and all confidential, proprietary or secret information, including, without limitation,
information relating to Iomega's Inventions, Works, Intellectual Property, products, research, technology, developments, services, clients, customers, suppliers, employees, business, operations or
activities, and also that of any third party disclosed to Iomega.
(b)"Inventions"
means any and all ideas, designs, concepts, techniques, technology, know-how, process, methods, configurations, inventions, discoveries, and improvements, regardless of
whether they are patentable or subject to protection under applicable copyright, trademark, trade secret or other laws governing their protection of Intellectual Property.
(c)"Works"
means products, devices, equipment, information and works of authorship, and includes, without limitation, databases, lists, computer source code and object code, mask
works, drawing, artwork, notes, memoranda, specifications, devices, formulas, and documents of any nature, and any and all copies thereof, whether, stored electronically, or made tangible through any
other medium.
(d)"Intellectual
Property" means any and all intellectual property rights, including, without limitation, United States and foreign patents, copyrights, trademarks, service marks,
trade names, mask works (and any and all rights in applications, actions and registrations relating thereto), trade secrets, know-how, moral rights, and rights of publicity.



7.  Proprietary Information:



(a)Xx. Xxxxxx
agrees to protect and maintain in confidence all Proprietary Information of Xxxxxx and its clients, customers, suppliers, and other third parties.
(b)Title
to all property received by Xx. Xxxxxx from Iomega, including all Proprietary Information, shall remain at all times the sole property of Iomega, and this Agreement
shall not be construed to grant to Xx. Xxxxxx any patents, licenses or similar rights to such property and Proprietary Information disclosed to Xx. Xxxxxx hereunder.
(c)Upon
termination of this Agreement or at any time upon request, Xx. Xxxxxx shall promptly return to Iomega all documents, notes, memoranda, computer storage media, notebooks,
drawings, records, files, software and other Works, tangible materials and property, including all Proprietary Information and all manifestations thereof, delivered to or prepared by Xx. Xxxxxx
under this Agreement, and all copies and reproductions thereof.
(d)Xx. Xxxxxx
will not use or disclose, in the course of Xx. Xxxxxx'x performance under this Agreement, any proprietary information of any previous employer, client, or
third party, nor will Xx. Xxxxxx knowingly incorporate into any Works or Inventions of Iomega any third party's products, proprietary information, Inventions, Works, or Intellectual Property
except as permitted by such third party and consented to by Xxxxxx in writing.
(e)Both
during and after the term of this Agreement, Xx. Xxxxxx will take all appropriate measures to prevent (I) the use by Xx. Xxxxxx of any Proprietary
Information in any manner except as expressly permitted herein, and (ii) the disclosure of the Proprietary Information to any third party, either directly or indirectly.






8.  Inventions and Intellectual Property:



(a)All
deliverables to be prepared by Xx. Xxxxxx pursuant to this Agreement and any and all Inventions and other Works (whether or not they are made, conceived or reduced to
practice using Iomega's data of facilities) which are made, conceived, developed, reduced to practice, or created by Xx. Xxxxxx (whether alone or jointly with Xxxxxx and/or one or more
independent contractors) during the term of this Agreement, and which are related to the work performed under this Agreement and to the then current business of Iomega, shall be considered
Works-made-for-hire and shall be the sole property of Iomega. Xx. Xxxxxx agrees to and hereby assigns to Iomega, without further compensation, all right, title and interest in any such
Inventions and Works, and in all Intellectual Property contained therein.
(b)Xx. Xxxxxx
will promptly disclose to Iomega all such Inventions and will assist Xxxxxx in obtaining and enforcing, for Iomega' benefit, patents and any other Intellectual
Property relating thereto in any country. Upon request, Xx. Xxxxxx will execute all applications, assignments, instruments and papers and perform all acts necessary or desired by Xxxxxx to
assign all Inventions and Intellectual Property relating thereto fully and completely to Iomega and to enable Xxxxxx (including its successors, assigns and nominees) to secure and enjoy the full
benefits and advantages thereof.
(c)In
the event Xx. Xxxxxx fails or refuses to sign any document or documents requested by Xxxxxx to allow it to apply for or prosecute any patent, copyright or mask work
registration, or other right or protection relating to an Invention or Work, whether because of Xx. Xxxxxx'x physical or mental incapacity or for any other reason, Xx. Xxxxxx hereby
irrevocably appoints Iomega and its authorized officers and agents as their respective agent and attorney-in-fact, to act in Xx. Xxxxxx'x behalf to execute and file any such application or
applications and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or mask work registrations, or similar protections with the same legal force and
effect as if executed by Xx. Xxxxxx.
(d)Xx. Xxxxxx
hereby grants Iomega a perpetual, royalty free license to use any pre-existing materials, concepts, processes or information contained or expressed in
Xx. Xxxxxx'x work product hereunder for any purpose for which such work product is permitted to be used by Xxxxxx.
(e)Any
and all deliverables to be provided hereunder shall be created by Xx. Xxxxxx within the scope of this Agreement, under obligation to assign all rights in the deliverables
to Iomega.



9.  Miscellaneous:



(a)Xx. Xxxxxx'x
obligations under Section 7and 8 hereof shall survive and continue after the termination of this Agreement and Xx. Xxxxxx'x Consulting Services to
Iomega.
(b)If
any provision of this Agreement is invalid or unenforceable, then such provision shall be construed and limited to the extent necessary, or severed if necessary, in order to
eliminate such invalidity or unenforceability, and the other provisions of this Agreement shall not be affected thereby.
(c)No
delay or omission by either party in exercising any right under this Agreement will operate as a waiver of that or any other right. All waivers by either party hereto must be
contained in a written instrument signed by the party to be charged and, in the case of Xxxxxx, by an executive officer of Iomega or other person duly authorized by Xxxxxx. A Waiver or consent given
by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

(d)In
any dispute hereunder, the prevailing party shall be entitled to recover its reasonable attorney's fees, costs, and other expenses.
(e)All
notices shall be deemed given on the day they are (i) deposited in the U.S. mails, postage prepaid, certified or registered, return receipt requested, with a confirming
facsimile, to the addresses shown below the signature line of this Agreement, or (ii) sent by overnight courier, charges prepaid, with a confirming facsimile, to the addresses shown below the
signature line of this Agreement. Contact persons, addresses and fax numbers for notice purposes may be changed from time to time by either party by notifying the other party of such changes in
writing.
(f)This
Agreement is governed by and will be construed in accordance with the laws of the State of Delaware.
(g)Neither
this Agreement nor any duty of Xx. Xxxxxx hereunder may be assigned or delegated to a third party by Xx. Xxxxxx without Xxxxxx's written consent.
(h)The
parties hereto agree that they have been, or have had the opportunity to be, represented by counsel during the negotiation and execution of this Agreement and therefore waive
the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement
or document.



    In
Witness Whereof, the parties hereto have duly executed this Agreement as of the day and year first above written.




Xx. Xxxxxx:
 
Iomega Corporation:


/s/ Xxxxx X. Xxxxxx Xx. Xxxxx X. Xxxxxx Xx.
 
/s/ Xxxxx X'Xxxxxx Xxxxx X'Xxxxxx


 
Address for Notice:
0000 Xxxx Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Fax: 000-000-0000
 
 
Address for Notice:
0000 Xxxx Xxxxxx Xxx
Xxx, Xxxx 00000
Fax: 000-000-0000







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 Exhibit A Consulting Services Agreement