EX-10.13 Employment Agreement






Exhibit 10.13




COMPELLENT TECHNOLOGIES, INC.

EXECUTIVE EMPLOYMENT AGREEMENT




     This Executive Employment Agreement (the “Agreement”) is entered into as of the 16th
day of June, 2008 (the “Effective Date”) by and between Compellent Technologies, Inc., a
Delaware corporation (the “Company”), and John R. Judd (“Executive”), an individual
residing in the State of Minnesota.



Recitals




     The Company desires to employ Executive and avail itself of the unique skills, talents,
contacts, judgment and knowledge of Executive;



     Executive desires to be employed by the Company pursuant to the terms and conditions described
more fully below:



     Now, Therefore, in consideration of the foregoing and the mutual covenants set forth
herein, the Company and Executive, intending to be legally bound, hereby agree as follows:



Agreements




     1. Employment and Duties. Subject to the terms and conditions set forth herein, the Executive
shall serve as the Company’s Chief Financial Officer, with those duties set forth on Schedule 1
attached hereto. Executive shall devote his full working time and efforts to the Company’s
business, to the exclusion of all other employment or active participation in other material
business interests, unless otherwise consented to in writing by the disinterested members of the
Board of Directors of the Company (the “Board”). The Executive may not serve as a director on any
board of directors without the unanimous written consent of the Board.



     2. At will Employment. Executive’s employment with Company shall be at will and this
Agreement may be unilaterally terminated by either party subject to the terms of Section 5 of this
Agreement.



     3. Compensation. For all services rendered by Executive pursuant to this Agreement, the
Company shall compensate Executive pursuant to the terms and conditions as initially listed in
Schedule 2 attached hereto, or as it may be adjusted from time to time hereafter.



     4. Proprietary Information and Inventions Agreement. Executive affirms his obligations under
the Proprietary Information and Inventions Agreement (the “Proprietary Agreement”) that is attached
as Schedule 3 hereto, which he has previously executed in connection with the commencement of his
employment.



     5. Termination.



          A. Voluntary Termination. Except as provided in Sections 5.B., C., D. and E., each party
hereto may terminate Executive’s employment by giving to the other party no less than thirty (30)
days prior written notice of the party’s intent to terminate. If Executive



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voluntarily terminates his employment without Good Reason then the Company shall have no
further liability to Executive for any payment, compensation or benefit whatsoever, other than
payment of Executive’s accrued but unpaid salary and benefits through the date of Executive’s
termination. If the Company voluntarily terminates Executive’s employment without Cause (as set
forth in Section 5.D. hereof) or Executive terminates his employment for Good Reason (as set forth
in Section 5.E.), and subject to Executive’s compliance with Section 6 of this Agreement and with
the Proprietary Agreement, then Executive shall be entitled to a severance payments and benefits as
described in Section 6 of this Agreement.



          B. By Death. Executive’s employment shall be terminated automatically upon the death of
Executive. The Company’s total liability in such event shall be limited to payment of Executive’s
accrued but unpaid salary and benefits through the date of Executive’s death.



          C. By Disability. The Company may terminate Executive’s employment upon the inability of
Executive to perform on a full-time basis the duties and responsibilities of his employment with
the Company by reason of his illness or other physical or mental impairment or condition, if such
inability continues for an uninterrupted period of 90 days. A period of inability shall be
“uninterrupted” unless and until Executive returns to full-time work for a continuous period of at
least 30 days. The Company shall have no liability for severance pay or benefits following the
date of Executive’s termination of employment, other than payment of Executive’s accrued but unpaid
salary and benefits through the date of Executive’s termination AND ANY RIGHTS EXECUTIVE HAS TO
DISABILITY INSURANCE BENEFITS UNDER APPLICABLE LAW OR THE COMPANY’S SHORT OR LONG TERM DISABILITY
INSURANCE POLICIES AS IN EFFECT AT THE TIME OF TERMINATION.



          D. For Cause. The employment relationship between Executive and the Company created hereunder
shall automatically and immediately terminate upon the occurrence of any one of the following
events:



               (i) the conviction of Executive of a felony;



               (ii) the gross negligence or willful misconduct of Executive which is reasonably determined by
the Board to be injurious to the business or interests of the Company;



               (iii) Executive’s willful violation of specific and lawful directions of the Board, which
persists for a period of 5 days after notice is given of such willful violation;



               (iv) excessive absenteeism of Executive which persists for a period of 30 days after the Board
has given the Executive notice of such absenteeism;



               (v) material failure of Executive to perform or observe the provisions of this Agreement with
the Company which persists for a period of 30 days after notice is given of such failure to perform
or observe;



               (vi) failure to cooperate with the Company in any investigation or formal proceeding; or



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               (vii) any act of fraud with respect to any aspect of the Company’s business where such act is
reasonably determined by the Board to be injurious to the business of the Company.



          E. Good Reason. Executive’s voluntary resignation of his employment under this Agreement will
be considered to be with “Good Reason” if, following the occurrence of one or more of the events
listed below, Executive (1) provides written notice to the Board of the event(s) constituting Good
Reason within thirty (30) days after the first occurrence of such event(s), (2) the Company fails
to reasonably cure such event(s) within thirty (30) days after receiving such notice, and (3)
Executive’s termination of his employment is effective not later than thirty (30) days after the
end of the period in which the Board may cure the event(s). The following events will give rise to
Good Reason, unless Executive has consented thereto in writing:



               (i) A material reduction or diminution in the Executive’s job responsibilities or duties;
provided, however, that neither a mere change in title alone nor reassignment to a position that is
substantially similar to the position held prior to the reassignment shall constitute Good Reason
(including but not limited to, following a Change in Control, performing substantially the same
duties with respect to substantially the same size and scope of organization, but which
organization is part of a larger organization);



               (ii) A material reduction by the Company of Executive’s Base Salary as in effect on the date
of this Agreement (as set forth on Schedule 2 hereof) or as same may be increased from time to time
thereafter; provided, however, that a reduction of Base Salary in connection with a similar general
reduction of the base salaries of the Company’s executive employees shall not constitute Good
Reason;



               (iii) The relocation of Executive’s primary work location, on a permanent basis, to an office
that would increase the Executive’s one way commute distance by more than seventy-five (75) miles
from Executive’s primary work location as of immediately prior to such change; or



               (iv) any acquirer, successor or assignee of the Company fails to assume and perform, in all
material respects, the obligations of the Company hereunder.



     6. Severance.



          A. If the Company voluntarily terminates Executive’s employment without Cause (and other than
as a result of Executive’s death or disability (as defined above)) or if Executive resigns his
employment with Good Reason, then subject to the effectiveness of Executive’s executed general
waiver and release of claims in favor of the Company and its affiliates (in substantially the form
attached hereto as Schedule 4), and provided Executive complies with his continuing obligations to
the Company (including but not limited to those in the Proprietary Agreement), Executive shall be
entitled to receive:



               (i) a lump sum payment equal to six (6) months of his Base Salary, less applicable
withholdings (the “Cash Severance”);



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               (ii) if Executive was enrolled in a group health plan (e.g., medical, dental, or vision plan)
sponsored by the Company immediately prior to termination, and if Executive (or his eligible
dependents) timely elects to continue such coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985 (together with any state law of similar effect, “COBRA”), the Company
will pay to the insurance carrier(s) the full amount of the premiums due for Executive and his
eligible dependents for the first six (6) months of such coverage under COBRA (or until such
earlier time as Executive and/or his eligible dependents are no longer eligible for COBRA
coverage); and



               (iii) if the termination occurs on, within three (3) months prior to, or eighteen (18) months
following, a Change in Control (as defined below), 100% of Executive’s then-outstanding and
unvested compensatory equity awards (in addition to any acceleration provided for pursuant to the
stock options to purchase 90,000 shares granted on March 28, 2007 and 20,000 shares granted on May
30, 2007) pursuant to the Company’s 2002 Stock Option Plan, as amended (the “Prior Stock Option
Grants”)) shall become immediately fully vested and, as applicable, exercisable, effective as of
immediately prior to the termination of Executive’s employment.



               Executive must execute the release of claims within forty-five (45) days following the date of
termination, and allow the release to become effective in accordance with its terms. If the
release becomes effective within such time period, and subject to Executive’s observation of his
continuing obligations, the Company will pay the Cash Severance on the first regular payroll pay
date following the effective date of the release.



          B. If the Company (or, if applicable, the successor entity thereto) determines that these
severance payments and benefits (the “Payments”) constitute “deferred compensation” under Section
409A of the Internal Revenue Code (together, with any state law of similar effect, “Section 409A”)
and Executive is a “specified employee” of the Company or any successor entity thereto, as such
term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent
necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the
timing of the Payments shall be delayed as follows: on the earliest to occur of (i) the date that
is six months and one day after the termination date, (ii) the date of the Eligible Employee’s
death, or (iii) such earlier date, as reasonably determined in good faith by the Company (or any
successor entity thereto), as would not result in any of the Payments being subject to adverse
personal tax consequences under Section 409A (such earliest date, the “Delayed Initial Payment
Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a
lump sum amount equal to the sum of the Payments that Executive would otherwise have received
through the Delayed Initial Payment Date if the commencement of the payment of the Payments had not
been delayed pursuant to this Section 6(B) and (B) commence paying the balance of the Payments in
accordance with the applicable payment schedules set forth in Section 6(A) above. For the
avoidance of doubt, it is intended that (1) each installment of the Payments provided in Section
6(A) above is a separate “payment” for purposes of Section 409A, (2) all Payments satisfy, to the
greatest extent possible, the exemptions from the application of Section 409A provided under of
Treasury Regulation 1.409A-1(b)(4)-(6), and 1.409A-1(b)(9)(iii), and (3) the Payments consisting of
COBRA premiums also satisfy, to the greatest extent possible, the exemptions from the application
of Section 409A provided under Treasury Regulation 1.409A-1(b)(9)(v).



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          C. Golden Parachute Tax.



               (i) If any payment or benefit (including payments and benefits pursuant to this Agreement)
that Executive would receive in connection with a Change in Control from the Company or otherwise
(“Transaction Payment”) would (a) constitute a “parachute payment” within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) but for this sentence,
be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the
Company shall cause to be determined, before any amounts of the Transaction Payment are paid to
Executive, which of the following two alternative forms of payment would maximize Executive’s
after-tax proceeds: (1) payment in full of the entire amount of the Transaction Payment (a “Full
Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the
largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), whichever
amount results in Executive’s receipt, on an after-tax basis, of the greater amount of the
Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be
subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a Reduced
Payment, the Company shall cause to be taken into account all applicable federal, state and local
income and employment taxes and the Excise Tax (all computed at the highest applicable marginal
rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction
of such state and local taxes). If a Reduced Payment is made, (x) the Transaction Payment shall be
paid only to the extent permitted under the Reduced Payment alternative, and Executive shall have
no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y)
reduction in payments and/or benefits shall occur in the following order: (1) reduction of other
cash payments (if any); (2) cancellation of accelerated vesting of equity awards other than stock
options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other
benefits (if any) paid to Executive. In the event that acceleration of compensation from
Executive’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the
reverse order of the date of grant.



               (ii) The independent registered public accounting firm engaged by the Company for general
audit purposes as of the day prior to the effective date of the Change in Control shall make all
determinations required to be made under this Section 6(C). If the independent registered public
accounting firm so engaged by the Company is serving as accountant or auditor for the individual,
entity or group effecting the Change in Control, the Company shall appoint a nationally recognized
independent registered public accounting firm to make the determinations required hereunder. The
Company shall bear all expenses with respect to the determinations by such independent registered
public accounting firm required to be made hereunder.



               (iii) The independent registered public accounting firm engaged to make the determinations
hereunder shall provide its calculations, together with detailed supporting documentation, to the
Company and Executive within fifteen (15) calendar days after the date on which Executive’s right
to a Transaction Payment is triggered (if requested at that time by the Company or Executive) or
such other time as reasonably requested by the Company or Executive. If the independent registered
public accounting firm determines that no Excise Tax is payable with respect to the Transaction
Payment, either before or after the application of the Reduced Amount, it shall furnish the Company
and Executive with an opinion reasonably



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acceptable to Executive that no Excise Tax will be imposed with respect to such Transaction
Payment. Any good faith determinations of the accounting firm made hereunder shall be final,
binding and conclusive upon the Company and Executive.



          D. Change in Control. For purposes of this Section 6, “Change in Control” means the
occurrence, in a single transaction or in a series of related transactions, of any one or more of
the following events:



               (i) any Exchange Act Person (as defined in the Company’s 2007 Equity Incentive
Plan) becomes
the owner, directly or indirectly, of securities of the Company representing more than fifty
percent (50%) of the combined voting power of the Company’s then outstanding securities other than
by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a
Change in Control shall not be deemed to occur (a) on account of the acquisition of securities of
the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company
in a transaction or series of related transactions the primary purpose of which is to obtain
financing for the Company through the issuance of equity securities or (b) solely because the level
of ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated
percentage threshold of the outstanding voting securities as a result of a repurchase or other
acquisition of voting securities by the Company reducing the number of shares outstanding, provided
that if a Change in Control would occur (but for the operation of this sentence) as a result of the
acquisition of voting securities by the Company, and after such share acquisition, the Subject
Person becomes the owner of any additional voting securities that, assuming the repurchase or other
acquisition had not occurred, increases the percentage of the then outstanding voting securities
owned by the Subject Person over the designated percentage threshold, then a Change in Control
shall be deemed to occur;



               (ii) there is consummated a merger, consolidation or similar transaction involving
(directly
or indirectly) the Company and, immediately after the consummation of such merger, consolidation or
similar transaction, the stockholders of the Company immediately prior thereto do not own, directly
or indirectly, either (a) outstanding voting securities representing more than fifty percent (50%)
of the combined outstanding voting power of the surviving entity in such merger, consolidation or
similar transaction or (b) more than fifty percent (50%) of the combined outstanding voting power
of the parent of the surviving entity in such merger, consolidation or similar transaction, in each
case in substantially the same proportions as their ownership of the outstanding voting securities
of the Company immediately prior to such transaction;



               (iii) there is consummated a sale, lease, exclusive license or other disposition of all
or
substantially all of the consolidated assets of the Company and its subsidiaries, other than a
sale, lease, license or other disposition of all or substantially all of the consolidated assets of
the Company and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting
power of the voting securities of which are owned by stockholders of the Company in substantially
the same proportions as their ownership of the outstanding voting securities of the Company
immediately prior to such sale, lease, license or other disposition; or



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               (iv) over a twelve month period, individuals who, on the Effective Date, are members of
the
Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members
of the Board; provided, however, that if the appointment or election (or nomination for election)
of any new Board member was approved or recommended by a majority vote of the members of the
Incumbent Board then still in office, such new member shall, for purposes of the Plan, be
considered as a member of the Incumbent Board.



               For avoidance of doubt, the term Change in Control shall not include a sale of assets, merger
or other transaction effected exclusively for the purpose of changing the domicile of the Company.



     7. Remedies. Each of the parties to this Agreement will be entitled to enforce its rights
under this Agreement specifically, to recover damages by reason of any breach of any provision of
this Agreement and to exercise all other rights existing in its favor. The parties hereto agree
and acknowledge that money damages may not be an adequate remedy for any breach of the provisions
of this Agreement and that any party may in its sole discretion apply to any court of law or equity
of competent jurisdiction in accordance with Section 13 for injunctive relief in order to enforce
or prevent any violations of the provisions of this Agreement.



     8. Attorney Fees. If any arbitration proceeding or action at law or in equity, including any
action for declaratory or injunctive relief, is brought which arises out of this Agreement or the
termination of Executive’s employment, or which seeks to enforce or interpret this Agreement or to
seek damages for its breach, the prevailing party shall be entitled to recover reasonable attorney
fees from the non-prevailing party, which fees may be set by the court or arbitrator in the trial
of such action, or may be enforced in a separate action brought for that purpose, and which fees
shall be in addition to any other relief which may be awarded.



     9. Assignment. This Agreement is personal to Executive and may not be assigned in any way by
Executive without the prior written consent of the Company. This Agreement shall not be assignable
or delegable by the Company. Any attempted assignment by Executive or the Company shall be void.
Notwithstanding the preceding two sentences, this Agreement may be assigned or delegated by the
Company to any parent company, subsidiary, successor or affiliate (where such affiliate is at least
51% owned by the Company) of the Company. The rights and, obligations under this Agreement shall
inure to the benefit of and shall be binding upon the heirs, legatees, administrators and personal
representatives of Executive and upon the successors, affiliates, representatives and assigns of
the Company.



     10. Severability and Reformation. The parties hereto intend all provisions of this Agreement
to be enforced to the fullest extent permitted by law, and are intended to be limited to the extent
necessary so that they will not render this Agreement illegal, invalid, or unenforceable under
present or future law. If any provision of this Agreement or any application thereof shall be held
to be invalid, illegal or unenforceable, the validity, legality and enforceability of such
provision shall be fully severable, and this Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable provision were never a part hereof and the remaining provisions
shall remain in full force and effect and shall not be affected by the illegal, invalid, or
unenforceable provision or by its severance.



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     11. Notices. All notices and other communications required or permitted to be given hereunder
shall be in writing and shall be deemed to have been duly given if delivered personally, mailed by
certified mail (return receipt requested) or sent by overnight delivery service, cable, telegram,
facsimile transmission or telex to the parties at the following addresses or at such other
addresses as shall be specified by the parties by like notice:



If to the Company: 

7625 Smetana Lane

Eden Prairie, MN 55344

Attention: Chief Executive Officer




If to the Executive:




John R. Judd

c/o Compellent Technologies, Inc.

7625 Smetana Lane

Eden Prairie, MN 55344



Notice so given shall, in the case of notice so given by mail, be deemed to be given and received
on the fourth calendar day after posting, in the case of notice so given by overnight delivery
service, on the date of actual delivery and, in the case of notice so given by cable, telegram,
facsimile transmission, telex or personal delivery, on the date of actual transmission or, as the
case may be, personal delivery.




     12. Further Actions. Whether or not specifically required under the terms of this Agreement,
each party hereto shall execute and deliver such documents and take such further actions as shall
be necessary in order for such party to perform all of his or its obligations specified herein or
reasonably implied from the terms hereof.



     13. Governing Law and Venue. This Agreement is to be governed by and construed in accordance
with the laws of the State of Minnesota without giving effect to any choice or conflict of law
provision or rule that would cause the application of laws of any jurisdiction other than the state
of Minnesota. The parties agree that any dispute concerning this Agreement is to be brought in the
District Court in Hennepin County, Minnesota and consent to jurisdiction and venue therein.



     14. Term of Employment and Amendment. This Agreement will automatically terminate on the
earlier of (i) June 16, 2010 if no Change in Control has occurred by that date and (ii) a
termination of the Executive’s employment other than under the circumstances described in Section
6. If a Change in Control has occurred by that date, this Agreement will terminate on the date
that is eighteen (18) months and one (1) day after the effective date of the Change in Control;
provided, however, that no such termination shall affect the right to any earned but unpaid benefit
of the Executive whose termination date has occurred prior to such date, and such unpaid benefit
rights shall continue to be governed by the terms of this Agreement. The terms of this Agreement
may be renewed by mutual agreement of the parties hereto on or before
June 16, 2010. This
Agreement may not otherwise be modified, amended or terminated other than in writing signed by both
parties hereto.



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     15. Entire Agreement. This Agreement contains the entire understanding and agreement between
the parties, except as otherwise specified herein, and supersedes any other agreement between
Executive and the Company, whether oral or in writing, with respect to the subject matter hereof;
provided, however, that nothing herein shall supersede the acceleration provisions of any stock
option agreement by and between the Executive and the Company pursuant to the Company’s 2002 Stock
Option Plan, as amended (as the Executive shall be entitled to such acceleration benefits as well
as the acceleration benefits contained in Section 6(A)(iii) hereof with regard to such Prior Stock
Option Grants).



     16. No Waiver. No term or condition of this Agreement shall be deemed to have been waived,
except by a statement in writing signed by the party against whom enforcement of the waiver is
sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated,
shall operate only as to the specific term or condition waived, and shall not constitute a waiver
of such term or condition for the future or as to any act other than that specifically waived.



     17. Counterparts. This Agreement may be executed in counterparts, with the same effect as if
both parties had signed the same document. All such counterparts shall be deemed an original,
shall be construed together and shall constitute one and the same instrument.



[signature page follows]




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     In Witness Whereof, the parties have executed this Agreement as of the date first
above written.



	 	 	 	 	 
	THE COMPANY:
	 
	 	 	 	 
	Compellent Technologies, Inc.	 	 
	 
	 	 	 	 
	By

	 	/s/ Philip E. Soran	 	 
	 

	 	 	 	 
	 
	 	Philip E. Soran	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	EXECUTIVE:	 	 
	 
	 	 	 	 
	/s/ John R. Judd	 	 
	 	 	 
	John R. Judd	 	 






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SCHEDULE 1

Position and Duties of Executive




Position:



Executive is employed in the following position with the Company: Chief Financial Officer




Duties:



Executive shall have the following duties: Overall management of the Company’s financial reporting,
compliance and personnel.




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SCHEDULE 2

Compensation




Base Salary:



Executive shall receive an annual Base Salary of $225,000 for calendar year of 2008. Determination
of annual Base Salary beyond calendar year 2008 shall be made by mutual agreement of Executive and
the Company. The Base Salary shall be subject to all appropriate federal and state withholding
taxes and shall be payable on the Company’s regular payroll schedule, which currently is a
semi-monthly basis in twenty-six (26) equal installments per year.




Benefits:



Executive shall be eligible to participate in all benefit programs and plans that the Company
provides to its key management employees consistent with the policies and procedures of the
Company.




Bonus:



Executive shall be entitled to participate in a mutually agreed upon yearly Bonus Program, as in
effect from time to time, at the level determined by the Board.




Vacation:



Executive shall be entitled to accrue vacation days in accordance with the Company’s general
vacation accrual policy, to be taken with due observance of the interests of the Company. Upon
termination of this Agreement during a calendar year, compensation for vacation not used will be
calculated and compensated for on a pro rata basis. Executive shall also be entitled to such
holidays as are typically observed by the Company.




Reimbursement of Expenses:



The Company recognizes that Executive may incur legitimate business expenses in the course of
rendering services to the Company. Accordingly, the Company shall reimburse Executive for
reasonable business expenses to the extent and on the terms provided in the Company’s policies,
provided, however, that Executive shall not be reimbursed for any such expense that is not
substantiated, to the Company’s reasonable satisfaction, by way of invoice or other pertinent
documentation or information.




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SCHEDULE 3

PROPRIETARY AGREEMENT




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COMPELLENT TECHNOLOGIES, INC.

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT



     In consideration of my employment or the continuation of my employment with Compellent
Technologies, Inc., (the “Company”), and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, I agree that:


     1. Definitions.



(a) The term “Company” shall include any subsidiary, parent or other affiliate of Company,
subsidiaries of the parent company, any holding company related to Company or its parent and
any subsidiaries thereto.


     (b) The term “Proprietary Information” shall include any and all information, that has
commercial value in the business in which the Company is or may become engaged and which is not
generally known to others, including, trade secrets, research, processes, structures, formulae,
data and know-how, improvements, inventions, code, computer software and programs, product
concepts, techniques, business and marketing plans, strategies, financial statements and forecasts,
customer lists and information about the Company’s employees, clients, consultants or licensees.


     2. Ownership, Nondisclosure, and Protection of Proprietary Information. — All
Proprietary Information shall be the sole property of the Company and its assigns. Except as may
be necessary in the performance of my duties as an employee and only for the benefit of the
Company, I will keep in confidence and will not, during my employment by the Company or any time
thereafter, without the prior written consent of the Company’s President, use, publish, disseminate
or otherwise disclose any Proprietary Information of the Company, including the information of
others provided to the Company with restrictions on its use or further disclosure.


     3. Delivery of Documents and Data. In the event of the termination of my employment
by the Company or by me for any reason, I will deliver to the Company all documents, data, and
information of any nature pertaining to my work with the Company, I will not take with me or
deliver to anyone else any documents, data and information (or any reproduction) of any description
containing or pertaining to any Proprietary Information and I will sign and deliver the
“Termination Certification”, attached as Exhibit 2, to the Company.


     4. Disclosure of Inventions and other Information. I will promptly and fully disclose
and describe to the Company, all products, improvements, inventions, designs, ideas, works of
authorship or copyrightable works, discoveries, trademarks, trade secrets, formulae, processes,
techniques, know-how, and data, (collectively hereinafter called “Inventions”), whether or not
patentable, made or conceived or reduced to practice or learned by me, either alone or jointly with
others, during the period of my employment (whether or not during normal working hours) that are
related to or useful in the actual or anticipated business of the Company, or result from


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tasks assigned me by the Company or result from use of premises or equipment owned, leased, or
contracted for by the Company.




5. Assignment of and Assistance on Inventions.




(a) I hereby assign to the Company or to its nominee, the sole and exclusive ownership of
all my rights to such Inventions and to applications for letters patent, copyright
registrations and other associated rights in all countries.




(b) I further agree to assist the Company, at the Company’s expense, to apply for, obtain
and vest in the name of the Company or its nominee, letters patent, copyrights or other
analogous protection in any country throughout the world and any associated renewal or
restoration documents, including the execution of any documents and to do such other acts as
may be necessary in the opinion of the Company to preserve its rights against forfeiture,
revocation, abandonment or loss.




(c) This Agreement does not apply to an Invention for which no equipment, supplies,
facility, or trade secret information of the Company was used and which was developed
entirely on my own time, and (1) which does not relate (a) directly to the business of the
Company or (b) to the Company’s actual or demonstrably anticipated research or development,
or (2) which does not result from any work I perform for the Company.




(d) In the event the Company is unable, after reasonable effort, to secure my signature on
any patent, copyright or other analogous protection relating to an Invention, whether
because of my physical or mental incapacity or for any other reason whatsoever, I hereby
irrevocably designate and appoint the Company and its duly authorized officers and agents as
my agent and attorney-in-fact, to act for and in my behalf and stead to execute and file any
such application or applications and to do all other lawfully permitted acts to further the
prosecution and issuance of letters patent, copyright or other analogous protection thereon
with the same legal force and effect as if executed by me. My obligation to assist the
Company in obtaining and enforcing patents and copyrights for such Inventions in any and all
countries shall continue beyond the termination of my employment, for whatever cause, but
the Company shall compensate me at a reasonable rate after such termination for time
actually spent by me at the Company’s request on such assistance.




(e) I acknowledge that all original works of authorship which are made by me (solely or
jointly with others) within the scope of my employment and which are protectable by
copyright are being created as “works made for hire,” as that term is defined in the United
States Copyright Act (17 U.S.C. § 101). If such laws are inapplicable or in the event that
such works, or any part thereof, are determined by the Copyright Office or a court of
competent jurisdiction not to be works made for hire under the United States copyright laws,
this Agreement shall operate as an irrevocable and unconditional assignment by me to the
Company of all of my right, title and interest (including, without limitation all rights in
and to the copyrights throughout the world, including the right to
prepare derivative works and the right to all renewals and extensions) in the works for the
copyright term(s).



Page 15 of 21









 




     6. No Breach of Duty. I represent that my performance of all the terms of this
Agreement and as an employee of the Company does not, and to the best of my present knowledge and
belief will not, breach any agreement or duty to keep in confidence proprietary information
acquired by me in confidence or in trust prior to my employment by the Company. I have not entered
into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.
I am not at the present time restricted from being employed by the Company or entering into this
Agreement.



     7. No Prior Employer or Third Party Property. I acknowledge that Company does not
desire to receive any proprietary information in breach of my obligation to others and, I agree
that I will not disclose to Company or use in the performance of my duties for Company, any
proprietary information, materials or documents of a former employer or other third party that are
not generally available to the public without accompanying written authorization from such party.
I further acknowledge that I am not to breach any obligation of confidentiality or duty that I have
to former employers.



     8. Non-Competition.


(a) During the term of this Agreement and for a period of one (1) year after the termination of
this Agreement for any reason (or for such a lesser period of time as may be determined by a court
of law or equity to be a reasonable limitation), I shall not in any manner or capacity, including
without limitation as a proprietor, principal, agent, partner, officer, director, stockholder,
employee, consultant, or otherwise:





(i) Solicit, directly or indirectly, any director, officer or employee of Company to
discontinue that individual’s status of employment with Company, nor to become employed in
any activity similar to or competitive with the business of Company being conducted at the
time of termination of this Agreement within the territories in which Company conducts its
business operations;




(ii) Directly or indirectly solicit for the sale of or sell to any customer or prospective
customer with whom I had contact or for whom I had direct or indirect responsibility at any
time during my last year of employment with the Company any services, products, or processes
that are similar to or compete with the services, products or services then manufactured or
sold by the Company;




(iii) Solicit, request, advise, or induce any current or potential customer, supplier, or
other business contact of the Company to cancel, curtail, or otherwise adversely change its
relationship with the Company; or




(iv) Enter into or engage in, directly or indirectly, any software development or other



Page 16 of 21









 




business that develops, manufactures, markets, sells, or promotes any services, products, or
processes which are similar to or competitive with any services, products, or processes of
the Company with which I worked at any time during the last year of my employment with the
Company or any services, products, or processes then in existence or under development at
the Company about which I shall have acquired Proprietary Information at any time during my
last year of employment with the Company.



(b) Nothing herein shall prohibit me from holding shares or stock or warrants or debentures
in a company listed on a nationally or internationally recognized stock exchange, if I own no
more than five percent (5%) of such company’s shares entitled to vote at a meeting of its
shareholders.


     9. Remedies for Breach. I agree that any breach of this Agreement by me would cause
irreparable damage to the Company and that the remedy at law of Company will be inadequate. In the
event of such breach, the Company shall have, in addition to any and all remedies of law, the right
to an injunction, specific performance, or other equitable relief to prevent or redress the
violation of my obligations hereunder. If the provisions for the duration of the scope of or any
business activity covered by the agreement exceeds that which is determined to be valid and
enforceable under applicable law, such provision shall be construed to cover only that duration,
scope or activity that is determined to be valid and enforceable. I hereby acknowledge that such
provision shall be given the construction which renders the provisions valid and enforceable to the
maximum extent, not exceeding their express terms, possible under applicable law.


     10. Effective Date. This Agreement shall be effective as of the first day of my
employment by the Company, or (if my employment has already commenced), as of the date I sign this
Agreement.


     11. Governing Law and Venue. This Agreement is to be governed by and construed in
accordance with the laws of the State of Minnesota, without regard to principles of conflicts of
law.


     12. Entire Agreement. This Agreement replaces and supercedes any and all prior
written or oral agreement entered into between the parties relating to the subject matter hereof.


     13. Assignability. This Agreement shall be binding upon me, my heirs, executors,
assigns, and administrators, shall inure to the benefit of the Company, its successors, and
assigns, and shall survive the termination of my employment by the Company, regardless of the
manner of such termination.


     14. Severability. In the event that a court of competent jurisdiction declares a
provision of this agreement to be invalid for any reason, the remaining provisions shall not be
affected and shall remain enforceable. Further, such provision shall be reformed and construed to
the extent permitted by law so that it would be valid, legal and enforceable to the maximum extent
possible.


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     15. Prior Inventions. All improvements, inventions, designs, ideas, works of
authorship, copyrightable works, discoveries, trademarks, copyrights, trade secrets, formulae,
processes, techniques, know-how and data relevant to the subject matter of my employment by the
Company which have been made or conceived or first reduced to practice by me alone or jointly with
others prior to my engagement by the Company shall be deemed “Inventions” for the purposes of this
Agreement except as set forth below:


List of Pre Compellent Technologies, Inc. Employment Inventions and Writings


This Agreement does not apply to inventions or improvements in which you have an interest which
were made prior to your employment by the Company. To clearly identify any such items, list them
below by titles and approximate dates. Attach additional sheets if necessary.



	 	 	 
	Title	 	Date
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




Accepted by Employee:



	 	 	 	 	 	 	 
	/s/ John R. Judd	 	 	 	June 26, 2006 	 	 
	 	 	 	 	 	 	 
	Signature of Employee	 	 	 	Date	 	 
	 	 	 	 	 	 	 
	John R. Judd	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Type or Print Name	 	 	 	 	 	 





Accepted by Compellent Technologies, Inc.:



	 	 	 	 	 	 	 
	By: Philip Soran	 	/s/ Philip E. Soran	 	June 26, 2006 	 	 
	 	 	 	 	 	 	 
	Its: President/CEO	 	 	 	Date	 	 





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Attachment 1

TERMINATION CERTIFICATION


     1. This is to certify that I do not have in my possession, nor have I failed to return, any
devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings,
blueprints, sketches, materials, equipment, other documents or property, or reproductions of any
aforementioned items belonging to Compellent Technologies, Inc., any subsidiary, parent or other
affiliate of Company, subsidiaries of the parent company, any holding company related to Company or
its parent and any subsidiaries thereto (collectively, the “Company”).


     2. I further certify that I have complied with all the terms of the Company’s Proprietary
Information and Inventions Agreement signed by me, including the reporting of any Inventions and
original works of authorship (as defined therein), conceived or made by me (solely or jointly with
others) covered by said Agreement.


     3. I further agree that I will preserve as confidential, all Proprietary Information as
defined in the Proprietary Information and Inventions Agreement, and hereby assign to the Company
all rights in inventions, copyrights, trade secrets or trademarks, servicemarks or trademarks,
consistent with said Agreement.


     4. I acknowledge and agree that, I have complied with, and will continue to comply with, after
the termination of my employment by the Company, all other provisions contained in the Proprietary
Information and Inventions Agreement.


Accepted by Employee:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Signature of Employee	 	 	 	Date	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Type or Print Name	 	 	 	Social Security Number	 	 
	 	 	 	 	 	 	 	 	 
	Accepted by Compellent Technologies, Inc.	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	Date	 	 
	 	 	 	 	 	 	 	 	 
	Its:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




Page 19 of 21










 




SCHEDULE 4

RELEASE AGREEMENT



     I understand that this Release, together with the rights to severance payments and benefits
set forth in the employment agreement between the Company and me dated June 16, 2008 (the
“Employment Agreement”) to which this Release is attached, constitutes the complete, final and
exclusive embodiment of the entire agreement between the Company, affiliates of the Company and me
with regard to the subject matter hereof. I am not relying on any promise or representation by the
Company that is not expressly stated therein. Certain capitalized terms used in this Release are
defined in the Employment Agreement.


     I hereby confirm my obligations under my Proprietary Agreement with the Company.


     Except as otherwise set forth in this Release, I hereby generally and completely release the
Company and its current and former directors, officers, employees, stockholders, shareholders,
partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers,
affiliates, and assigns (collectively, the “Released Parties”) from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are in any way related
to events, acts, conduct, or omissions occurring prior to my signing this Release (collectively,
the “Released Claims”). The Released Claims include, but are not limited to: (1) all claims
arising out of or in any way related to my employment with the Company or its affiliates, or the
termination of that employment; (2) all claims related to my compensation or benefits, including
salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe
benefits, stock, stock options, or any other ownership interests in the Company or its affiliates;
(3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of
good faith and fair dealing; (4) all tort claims, including claims for fraud, defamation,
emotional distress, and discharge in violation of public policy; and (5) all federal, state, and
local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’
fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal
Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967
(as amended) (“ADEA”), the federal Employee Retirement Income Security Act of 1974 (as amended),
and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing,
the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or
claims for indemnification I may have pursuant to any written indemnification agreement with the
Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or
under applicable law; or (2) any rights which are not waivable as a matter of law. In addition,
nothing in this Release prevents me from filing, cooperating with, or participating in any
proceeding before the Equal Employment Opportunity Commission or the Department of Labor, except
that I hereby waive my right to any monetary benefits in connection with any such claim, charge or
proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware
of any claims I have or might have against any of the Released Parties that are not included in
the Released Claims.


     I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have
under the ADEA. I also acknowledge that the consideration given for the Released


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Claims is in addition to anything of value to which I was already entitled. I further
acknowledge that I have been advised by this writing, as required by the ADEA, that: (a) the
Released Claims do not apply to any rights or claims that arise after the date I sign this Release;
(b) I should consult with an attorney prior to signing this Release (although I may choose
voluntarily not to do so); (c) I have twenty-one (21) days to consider this Release (although I may
choose to voluntarily to sign it sooner); (d) I have seven (7) days following the date I sign this
Release to revoke the Release by providing written notice to an officer of the Company; and (e) the
Release will not be effective until the date upon which the revocation period has expired
unexercised, which will be the eighth day after I sign this Release (“Effective Date”).


     I hereby represent that I have been paid all compensation owed and for all hours worked, I
have received all the leave and leave benefits and protections for which I am eligible, and I have
not suffered any on-the-job injury for which I have not already filed a workers’ compensation
claim.


     I acknowledge that to become effective, I must sign and return this Release to the Company so
that it is received not later than twenty-one (21) days following the date it is provided to me,
and I must not revoke it thereafter.


	 	 	 	 	 	 	 
	 	 	Employee
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Date:	 	 	 	 
	 	 	 	 	 	 	 




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