Adaptec 2002 Annual Report Download - page 105

(iv) Until the later of (1) two years after the date Executive's employment by the Company terminates or (2)
the date on which all options to purchase Company stock held by Executive are fully vested, Executive will
not directly or indirectly attempt to influence any employee of the Company or its subsidiaries to terminate
the individual's services to the Company or its subsidiaries, or hire any such employee. However, Executive
may hire an individual if more than six months have elapsed since the individual terminated his or her
services to the Company or its subsidiaries, and during the three months before and the six months after the
individual terminates his or her services Executive did not communicate with the individual about employment
by another entity with which Executive has any relationship.
(v) Executive's agreements in Sections 1(iii) and 1(iv) are severable, and each will still be enforceable
even if another is not enforceable. If a court determines that any provision of this section exceeds the
maximum scope, time period or geographic area that the court deems enforceable, the scope, time period or
geographic area shall be deemed the maximum that the court considers reasonable.
2. Exclusive Remedy. This Agreement specifies all of Executive's compensation and benefits resulting from
actual or Constructive termination in connection with a Change in Control. Executive shall not be entitled
to any other compensation or benefits from the Company except to the extent provided under any written
Company benefit plan, stock option agreement or indemnification agreement, or as may be required under
applicable law.
3. Definitions.
(i) "Base Salary" means Executive's then−current cash compensation paid
on the Company's standard salary payment schedule, less applicable withholding.
(ii) "Cause" means (i) gross dereliction of duties which continues after at least two notices, each 30 days
apart, from the Chief Executive Officer (or in the case of the Chief Executive Officer, from a director
designated by a majority of the board of directors), specifying in reasonable detail the tasks which must be
accomplished and a timeline for their accomplishment to avoid termination for Cause, (ii) willful and gross
misconduct which injures the Company, (iii) willful and material violation of laws applicable to the
Company, or (iv) embezzlement or theft of Company property.
(iii) "Change of Control" means the occurrence of any of the following
events:
(A) Any "person" or "group" as such terms are defined under Sections 13 and 14 of the Securities Exchange
Act of 1934 ("Exchange Act") (other than the Company, a subsidiary of the Company, or a Company employee
benefit plan) is or becomes the "beneficial owner" (as defined in Exchange Act Rule 13d−3), directly or
indirectly, of Company securities representing 50% or more of the combined voting power of the Company's
then outstanding securities.
(B) The closing of (a) the sale of all or substantially all of the assets of the Company if the holders of
Company securities representing all voting power for the election of directors before the transaction hold
less than a majority of the total voting power for the election of directors of all entities which acquire
such assets, or (b) the merger of the Company with or into another corporation if the holders of Company
securities representing all voting power for the election of directors before the transaction hold less than
a majority of the total voting power for the election of directors of the surviving entity.
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