[Quantum Letterhead] | ||
March 29, 2016 |
Mr. Clifford
Press
[Address]
Dear Clifford:
We are very pleased to offer you the opportunity to serve on the Board of Directors of Quantum Corporation.
As a Member of the Board of Directors, and under the current Board compensation program, your Board retainer will be $50,000 per annum, all of which will be paid in cash. Your committee membership and committee retainer will be determined following your appointment. The retainers are generally paid in quarterly installments. Quantum will also reimburse you for any reasonable travel or incidental expenses associated with performing your duties as a Board member.
We will recommend to the Leadership and Compensation Committee that restricted stock units (RSUs) with a total value of $125,000 be awarded to you, calculated using a company stock value of the higher of $1 or the current stock price (capping the RSU grant at 125,000 shares). The number of RSUs to be awarded will be determined at the time of award based on the companys closing stock price on the date of the Leadership and Compensation Committees approval, which occurs on the first business day of every month. Therefore, the number of RSUs to be awarded to you will be determined using the closing stock price on April 1, 2016. These RSUs will vest over two (2) years with 50% of the RSUs vesting after one (1) year and the remaining 50% vesting in quarterly installments over the second year. Once the RSUs have been approved, you will receive documentation from E*Trade, Quantums Stock Administrator, within two (2) months from your start date. If you remain a Board member, you will receive an annual stock grant thereafter. Details of the ongoing annual stock program will be forthcoming and are subject to change. Lastly, we are pleased to offer you the opportunity to participate in Quantums Deferred Compensation Program, details of which will be provided to you supplementally.
To confirm your acceptance of our offer, please sign one copy of this letter, complete the enclosed documents, and return them to me. Please note that we are targeting your membership on the Board to be effective on April 1, 2016.
Clifford Press
March 29,
2016
Page 2 of 2
Clifford, we are very enthusiastic about you joining our Board of Directors. If you have any questions, please do not hesitate to contact me. Again, it is a pleasure to welcome you to Quantum Corporation.
Sincerely,
/s/ Jon Gacek
Jon Gacek
President & CEO
Quantum Corporation
[phone number]
I understand and accept the terms of this agreement and agree to comply with all Quantum and Board policies and procedures, including those described in Quantums Business Conduct and Ethics Policy, Section 16 Policy, Insider Trading Policy, and Corporate Governance Principles.
Signed: | /s/ Clifford Press | Date: | March 30, 2016 | ||
Clifford Press |
Start Date: | April 1, 2016 |
Enclosures: | |
Director Change in Control Agreement | |
Director Indemnification Agreement | |
The High Road: Quantums Business Conduct & Ethics Policy | |
Section 16 Policy Documentation | |
Insider Trading Policy | |
Corporate Governance Principles | |
EFT Form | |
Form W-9 | |
cc: | Compensation |
Legal |