Adaptec 2002 Annual Report Download - page 106

Download and view the complete annual report

Please find page 106 of the 2002 Adaptec annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 114

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114

(C) The issuance of securities which would give a person or group beneficial ownership of Company securities
representing 50% or more of all voting power for the election of directors.
(D) A change in the board of directors such that the incumbent directors and nominees of the incumbent
directors are no longer a majority of the total number of directors.
(iv) "Constructive Termination" means (i) a material reduction in Executive's Base Salary, target bonus or
benefits, (ii) a material reduction in title, authority, status, obligations or responsibilities, or (iii)
the requirement that Executive relocate more than 100 miles from the current Company headquarters.
4. Golden Parachute Excise Tax. If the benefits provided for in this Agreement or otherwise payable to
Executive constitute "parachute payments" within the meaning of Section 280G of the Code and will be subject
to the excise tax imposed by Section 4999 of the Code, then Executive's severance benefits under Section 1
shall be (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion
of such severance benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into
account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by
Executive on an after−tax basis, of the greatest amount of severance benefits. Unless the Company and
Executive otherwise agree in writing, any determination required under this Section 5 shall be made in
writing in good faith by the accounting firm serving as the Company's independent public accountants
immediately prior to the Change of Control (the "Accountants"). For purposes of making the calculations
required by this Section
5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the
Code. The Company and Executive shall furnish to the Accountants such information and documents as the
Accountants may reasonably request in order to make a determination under this Section. The Company shall
bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this
Section. 5. Assignment. This Agreement shall bind and benefit (a) Executive's heirs, executors and legal
representatives upon Executive's death and (b) any successor of the Company. Any such successor of the
Company shall be deemed substituted for the Company under the terms of this Agreement for all purposes.
"Successor" shall include any person, firm, corporation or other business entity which at any time, whether
by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or
business of the Company. Executive has no other right to assign this Agreement and any such attempted
assignment is void.
6. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing
and shall be deemed given if (i) delivered personally, (ii) one day after being sent by Federal Express or a
similar commercial overnight service, or (iii) three days after being mailed by registered or certified
mail, return receipt requested, prepaid and addressed to Company at its principal office, attention: Chief
Executive Officer, or to Executive at his last principal residence known to the Company, or at such other
addresses as the parties may designate by written notice.
3