Adaptec 2007 Annual Report Download - page 116

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2. Exclusive Remedy. This Agreement specifies all of Executive’s compensation and benefits resulting from actual or Constructive Termination in
connection with a Change of Control. Executive shall not be entitled to any other compensation and benefits from the Company except to the extent provided
under any written Company benefit plan, stock option or other equity 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 (A) gross dereliction of duties which continues after at least two notices, each 30 days apart, from the Chief Executive Officer,
specifying in reasonable detail the tasks which must be accomplished and a timeline for their accomplishment to avoid termination for Cause, (B) willful and
gross misconduct which injures the Company, (C) willful and material violations of laws applicable to the Company, or (D) 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: (1) 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 (2) 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.
(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) “Competitor” means a business anywhere in the world which derives ten percent (10%) or more of its revenues from developing,
manufacturing, marketing or selling any products which directly compete with the products manufactured, marketed or sold by the Company or its subsidiaries as
at the date Executive’s employment or consulting agreement (if applicable) terminates.
Source: PMC SIERRA INC, 10-K, February 22, 2008