Adaptec 2005 Annual Report Download - page 115

basis, and in August of a given year after 47 months of employment the Executive experiences a Separation of Service that triggers payout under this Agreement,
then the total of bonuses considered are those paid for the STIP periods of July through December of the previous year and January through June of the current
year. If the Company’s performance targets for STIP were not met in the second half of the previous year resulting in no bonus payout for that period, but targets
were exceeded for the January – June period, the calculation for purposes of this Section of the Agreement would be: (2% x 47 = 94%) x [$0 + (100% of amount
paid for second period)]. This payment will be payable in a series of 12 equal monthly installments beginning on the first regular payday for the Company’s
salaried employees on which the Release is effective within the 60-day period following the date of the Executive’s Separation from Service. Such cash
payments shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code, and each such payment made during the period
commencing with the date of Executive’s Separation from Service and ending March 15 of the succeeding calendar year is hereby designated a “Short-Term
Deferral Payment” for purposes of Section 5 of this Agreement and shall be paid during that period whether or not Executive is deemed to be a key employee
under Section 5 at the time of Executive’s Separation from Service;
(C) upon the Separation from Service, acceleration in vesting by twelve (12) months of all equity awards (options and restricted stock units)
that are unvested as of the Separation of Service; and
(D) twelve (12) months from the Separation from Service to exercise all vested options or the remaining term of the option, whichever is
shorter.
(ii) As an executive employee, Executive will be extensively involved in high-level decisions related to the competitive design, development,
marketing, positioning and sale of the Company’s products and services. Executive acknowledges and agrees that such participation requires unlimited access to
highly sensitive proprietary information (as described in the At Will Employment, Confidential Information, Invention Assignment, And Arbitration Agreement
entered into by and between Executive and the Company, the “Confidentiality Agreement”), including confidential information and trade secrets related to the
development of the Company’s business model, competitive strategies, product and/or services positioning, marketing, and other information that would be
highly injurious if divulged to or used by a Competitor of the Company. Accordingly, until one year after Executive’s Separation from Service, Executive will
not, as an employee, agent, consultant, advisor, independent contractor, general partner, officer, director, stockholder, investor or in any other capacity directly or
indirectly, engage in, work for, provide services or assistance to, or own a more than 25% voting interest in any Competitor of the Company.
(iii) Until one year after Executive’s Separation from Service, Executive will not directly or indirectly induce, encourage, solicit, influence or
attempt to influence any employee, contractor or other service provider of the Company or its subsidiaries to cease providing services for the Company or its
subsidiaries for any reason, or to employ, interview or arrange to have business opportunities offered to any such individual.
(iv) Executive’s agreements in Sections 1(ii) and 1(iii) 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.
Source: PMC SIERRA INC, 10-K, February 22, 2008