Adaptec 2007 Annual Report Download - page 117

Download and view the complete annual report

Please find page 117 of the 2007 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 131

  • 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
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131

(v) “Constructive Termination” means Executive’s resignation following the occurrence of any of the following events, without Executive’s
approval: (A) a material reduction in Executive’s Base Salary, target bonus or benefits, other than a reduction that is implemented across-the-board to all
employees at Executive’s level; (B) a material reduction in Executive’s title, authority or responsibilities, other than as a result of a transfer to a subsidiary of the
Company; or (C) the requirement that Executive relocate to a place of employment more than 100 miles from both the then current Company Corporate
Headquarters (currently located in Santa Clara, CA) and the then current Company Operation Headquarters (currently located in Burnaby, British Columbia)(for
example, a requirement that the Executive relocate his place of employment from Company Corporate Headquarters in Santa Clara, CA to Company Operation
Headquarters in Burnaby, British Columbia (or vice versa) would not allow the Executive to resign pursuant to a Constructive Termination, however, a
requirement that the Executive relocate to Santa Barbara, CA from Company Corporate Headquarters in Santa Clara, CA would allow the Executive to resign
pursuant to a Constructive Termination); provided, however, the Executive must provide written notice to the Company of the existence of a condition described
in clause (A), B) or (C) within ninety (90) days of the initial existence of the condition, and if within thirty (30) days of the Company’s receipt of such notice (or,
if later, Executive’s actual termination of employment) the Company remedies such condition, a Constructive Termination will not be deemed to have occurred.
(vi) “Separation from Service” means the cessation of Executive’s status as an employee of the Company and shall be deemed to occur at such time
as the level of the bona fide services Executive is to perform as an employee (or as a consultant or other independent contractor) permanently decreases to a level
that is not more than 20% of the average level of services Executive rendered as an employee during the immediately preceding 36 months (or such shorter
period for which the Executive may have rendered such service). Any such determination as to Separation from Service, however, shall be made in accordance
with the applicable standards of the Treasury Regulations issued under Section 409A of the Code.
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 (the “Excise Tax”), 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 4 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 4, 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 4.
Source: PMC SIERRA INC, 10-K, February 22, 2008