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Document Preview Executive Retention Agreement |
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Title: |
Executive Retention Agreement |
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Entities: |
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Date: |
2001 |
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Size: |
Preview shows 5KB of 45KB total |
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Price: |
$40 |
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ID: |
#1228513 |
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The following agreement was entered into between the Company and the following individuals effective February 2, 2001:
John L. Conely, Sr.
Philip G. Husby
Herbert K. Scales, III
IOMEGA CORPORATION
Executive Retention Agreement
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THIS EXECUTIVE RETENTION AGREEMENT (this "Agreement") by and between Iomega Corporation, a Delaware
corporation (the "Company"), and __________________ (the "Executive") is made as of February 1, 2001 (the
"Effective Date").
WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, the
possibility of a change in control of the Company exists and that such possibility, and the uncertainty and
questions which it may raise among key personnel, may result in the departure or distraction of key personnel to
the detriment of the Company and its stockholders, and
WHEREAS, the Board of Directors of the Company (the "Board") has determined that appropriate steps
should be taken to reinforce and encourage the continued employment and dedication of the Company's key personnel
without distraction from the possibility of a change in control of the Company and related events and
circumstances.
NOW, THEREFORE, as an inducement for and in consideration of the Executive remaining in its employ, the
Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event
the Executive's employment with the Company is terminated under the circumstances described below subsequent to a
Change in Control (as defined in Section 1.1).
1. Key Definitions.
As used herein, the following terms shall have the following respective meanings:
1.1 "Change in Control" means an event or occurrence set forth in any one or more of subsections (a) through
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(d) below (including an event or occurrence that constitutes a Change in Control under one of such subsections
but is specifically exempted from another such subsection):
(a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership of any
capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) 40% or more of either (i) the then-outstanding shares of common
stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the
then-outstanding securities of the Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the
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following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company
(excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for,
convertible into or exchangeable for common stock or voting securities of the Company, unless the Person
exercising, converting or exchanging such security acquired such security directly from the Company or an
underwriter or agent of the Company), (ii) any acquisition by the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the
Company, or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) and
(ii) of subsection (c) of this Section 1.1; or
(b) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or,
if applicable, the Board of Directors of a successor corporation to the Company), where the term "Continuing
Director" means at any date a member of the Board (i) who was a member of the Board on the date of the execution
of this Agreement or (ii) who was nominated or elected subsequent to such date by at least a majority of the
directors who were Continuing Directors at the time of such nomination or election or whose election to the Board
was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of
such nomination or election; provided, however, that there shall be excluded from this clause (ii) any individual
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