Delaware
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94-2665054
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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Information to be included in the report
CEO Agreement. If the CEO is terminated by Involuntary Termination (as defined in the CEO Agreement) within eighteen (18) months after a Change of Control (as defined in the CEO Agreement), the CEO will receive the following severance compensation and benefits: (1) 300% of the CEO's then established Base Compensation (as defined in the CEO Agreement); (2) 300% of the average of the CEO's actual annual bonuses received over the previous two (2) years; (3) payment of COBRA premiums for twelve (12) months; (4) any unvested equity-based compensation award then held by the CEO shall automatically become vested; and (5) if applicable, a gross-up payment in the amount of any excise tax incurred by the CEO as a result of the benefits received under the CEO Agreement.
Officer Agreements. If any Officer is terminated as the result of an Involuntary Termination (as defined in the Officer Agreement) within eighteen (18) months after a Change of Control (as defined in the Officer Agreement), the Officer will receive the following severance compensation and benefits: (1) 200% of the Officer's then established Base Compensation (as defined in the Officer Agreement); (2) 200% of the average of the Officer's actual annual bonuses received over the previous two (2) years; (3) payment of COBRA premiums for twelve (12) months; (4) any unvested equity-based compensation award then held by the Officer shall automatically become vested; and (5) if applicable, a gross-up payment in the amount of any excise tax incurred by the Officer as a result of the benefits received under the Officer Agreement.
Director Agreements. If the Association (as defined in the Director Agreement) between the successor corporation and a Director terminates, other than a termination due to death or Disability (as defined in the Director Agreement), within eighteen (18) months of a Change of Control (as defined in the Director Agreement), then any unvested equity-based compensation award held by the Director shall automatically become vested.
Indemnification Agreements. In addition, on April 1, 2007, the Company entered into Indemnification Agreements with the Company's CEO, Section 16 officers and Directors. These agreements provide indemnification protection for these individuals and replace similar agreements that expired on March 31, 2007.
These summaries are qualified by reference to the actual agreements, which are filed as Exhibits 10.1 to 10.4 of this Form 8-K, and are incorporated by reference herein.
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Quantum Corporation
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Date: April 04, 2007
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By:
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/s/ Shawn Hall
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Shawn Hall
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VP General Counsel & Secretary
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Exhibit No.
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Description
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EX-10.1
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Chief Executive Officer Change of Control Agreement
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EX-10.2
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Form of Officer Change of Control Agreement
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EX-10.3
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Form of Director Change of Control Agreement
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EX-10.4
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Form of Indemnification Agreement
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