Separation Agreement of John Noellert



 ADAPTEC CONFIDENTIAL 

Exhibit 10.11 
 



 
 November 17, 2009 

AMENDED AS OF FEBRUARY 3, 2010 
 John Noellert

 <Address> 
 Dear John,

 After careful consideration of our future business, we need to make some difficult business decisions, one of which impacts your position. We
regret to notify you that your position will be eliminated. Your last work date (separation date) and termination date will be November 20, 2009. Your current health and dental benefits end on November 30, 2009. Upon your termination date,
you will receive your final paycheck which will include payout of unused accrued vacation. 
 We find these circumstances unfortunate and wish
to offer you severance benefits (outlined below) to assist you in pursuing other opportunities outside of Adaptec. 
 Please sign and return the
Separation Agreement and General Release “Agreement” below along with the exit paperwork to Adaptec Human Resources in the enclosed envelope no later than February 12, 2010. 

SEPARATION AGREEMENT AND GENERAL RELEASE 
  

	1.	Adaptec’s Consideration for Agreement: In exchange for the release and agreements described herein, Adaptec agrees as follows: 


 

	 	(a)	On the eighth day following the date Adaptec receives a signed Agreement, and provided that you have returned all Adaptec property, equipment, and assets, your
severance payment will be processed in a one time lump sum payment equal to twelve (12) months of your target annual earnings, less legally mandated payroll deductions and withholdings. This payment is being given as consideration for this
Agreement and is not otherwise due. 

  

	 	(b)	On the eighth day following the date Adaptec receives a signed Agreement, the Company will pay you an additional lump sum payment equal to $12,000, less applicable
withholdings and deductions. 

  

	 	(c)	You acknowledge that all Adaptec stock options granted before October 23, 2008 immediately vested upon the termination of your employment. All stock options that
vested must be exercised within three months following your termination date. You acknowledge that the vesting schedule for any Adaptec stock options granted to you on or after October 23, 2008 shall not accelerate and such stock options not
otherwise vested were immediately terminated at the time of the termination of your employment. 

  

	 	(d)	 You acknowledge that any Adaptec restricted stock units granted before October 23, 2008 immediately vested upon the termination of your
employment. You also acknowledge that any the vesting schedule for any Adaptec restricted stock units granted 










 ADAPTEC CONFIDENTIAL 

 


	 	
to you on or after October 23, 2008 shall not accelerate and such restricted stock units immediately terminate upon the termination of your employment. 


 

	 	(e)	Beginning on December 1, 2009, you shall be entitled to continuation of your Adaptec health, vision, dental, and Employee Assistance Program (EAP) benefits
pursuant to the Consolidated Omnibus Budget and Reconciliation Act (“COBRA”). You must submit completed COBRA Qualifying Event Notification enrollment forms directly to Benefit Concepts Inc. for coverage. Adaptec agrees to reimburse you
for the premium payments for those COBRA benefits for up to twelve (12) months (send receipts to Kerstin Aiello in HR). 

  

	 	(f)	You have two (2) months from the date you sign this Agreement to sign up for your career search program valued up to $5000 with Lee Hecht Harrison. (pamphlet in
folder). 

  

	 	(g)	The Company shall reimburse you for $6,539 in legal fees relating to the review of this Agreement. 


 

	2.	Your Consideration for Agreement: In consideration for the payments and undertakings described above, you individually and on behalf of your representatives,
successors, and assigns, do hereby completely release and forever discharge Adaptec, its shareholders, employees, owners, officers and directors, Board Members, and all other representatives, agents, entities, subsidiaries, divisions, directors,
attorneys, successors, and assigns from all claims, rights, demands, actions, obligations, and causes of action of any and every kind, nature and character, known or unknown, which you may now have, or have ever had, against them arising from or in
any way connected with the employment relationship between the parties, any actions during the relationship or the termination thereof. This Release covers all statutory, common law, constitutional and other claims, including but not limited to: all
“wrongful discharge” and “constructive discharge” claims; all claims relating to any contracts of employment, express or implied; any claims for defamation, misrepresentation, fraud, or breach of the covenant of good faith and
fair dealing, express or implied; any claim for negligent or intentional infliction of emotional distress; any claim for negligence; any claims for attorney’s fees or costs; any tort claims of any nature; any claims under federal, state or
municipal statute or ordinance; any claims under the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act, the
Older Workers’ Benefit Protection Act, the Americans With Disabilities Act, the Employee Retirement Income Security Act, the California Labor and Civil Codes, the California Constitution, Federal Rehabilitation Act of 1973, Federal Family and
Medical Leave Act, the California Family Rights Act, the Worker Adjustment and Retraining Notification Act (WARN), CalWARN, and any other laws and regulations relating to employment, employment discrimination, and employment termination. This
release is not intended to and does not include a release of any claims which, by law, cannot be released. 

  

	3.	Wavier of Unknown Future Claims: You have read Section 1542 of the Civil Code of the State of California, which provides as follows: 


A general release does not extend to claims with the creditor does not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his settlement with the debtor. 








 ADAPTEC CONFIDENTIAL 

 


	  	You acknowledge that Section 1542 gives you the right not to release existing claims, of which you are not now aware, unless you voluntarily choose to waive this
right. Having been so apprised, you hereby voluntarily waive the rights described in Section 1542, and elect to assume all risks for claims that now exist in your favor known or unknown, arising from the subject matter of this Agreement.


  

	4.	You acknowledge that you have reviewed this Agreement and that no payment under this Agreement results in a violation of Internal Revenue Code Section 409(A).


  

	5.	Confidentiality of Agreement: You agree that the existence, terms and conditions of this Agreement, including any and all references to any alleged underlying claims,
are strictly confidential. You shall not disclose, discuss or reveal the existence or the terms of this Agreement to any persons, entities or organizations except to your spouse, attorney, financial advisor, or as required by court order.


  

	6.	Savings Clause: Should any of the provisions of this Agreement be determined to be invalid by a court or government agency of competent jurisdiction, it is agreed that
such determination shall not affect the enforceability of the other provisions herein. California law shall govern the validity and interpretation of this Agreement. 


 

	7.	Preparation of Agreement: Regardless of which party initially drafted this Agreement, it shall not be construed against any one party, and shall be construed and
enforced as a mutually prepared Agreement. 

  

	8.	Mandatory Arbitration Clause: You and Adaptec agree that any action to enforce the terms and conditions of this Agreement or for the breach of this Agreement, shall be
referred to final and binding arbitration. Any arbitration proceeding will be governed by the rules and procedures of the American Arbitration Association and the Federal Arbitration Act and the parties hereto expressly waive their rights, if any,
to have any such matters heard by a court or jury, or administrative agency whether federal or state. The prevailing party in any arbitration to enforce this Agreement or remedy its breach will be entitled to costs and reasonable attorney’s
fees incurred. 

  

	9.	Complete and Voluntary Agreement: This Agreement constitutes the entire understanding of the parties on the subjects covered. You expressly warrant that you have read
and fully understand this Agreement; that you have had the opportunity to seek legal counsel of your own choosing and to have the terms of the Agreement fully explained to you that you are not executing this Agreement in reliance on any promises,
representations or inducements other than those contained herein; and that you are executing this Release voluntarily, free of any duress or coercion. In addition, by signing this Agreement, you are confirming the following:


  

	 	(a)	You have been provided until February 12, 2010 in which to consider whether or not to sign this Agreement, and that, having been advised of that entitlement; you
may elect to sign this Agreement at any time prior to or on that date. 

  

	 	(b)	 You may revoke your acceptance of this Agreement within seven (7) calendar days of signing it with respect to claims arising under the Age
Discrimination in Employment Act (“ADEA Rescission Period”). To be effective, rescission must be in writing, delivered to John Quicke, Adaptec Inc., 691 South Milpitas Blvd, M/S 15, Milpitas, CA 95035, within the ADEA Rescission Period, or
sent to Adaptec, at such address, by certified mail, return receipt requested, postmarked within the ADEA Rescission Period 










	 	
and also by facsimile to Attention: John Quicke, FAX# (408) 262-2533, before the close of the ADEA Rescission Period. 


 

	 	(c)	The consideration provided to you in this Agreement is in addition to any consideration that you would otherwise be entitled to receive; and 


 

	 	(d)	You may submit any inquiries regarding the severance plan within one year of your separation from service, in writing, delivered to the Severance Plan Administrator,
691 South Milpitas Blvd, M/S 15, Milpitas, CA 95035 by certified mail, return receipt requested, and postmarked within the applicable period. 


Cancellation of Agreement By Adaptec: If you exercise your right of rescission under Section 8 (b) of this Agreement, Adaptec will have the
right to terminate this Agreement in its entirety. 
 If you choose to accept the terms of this Agreement, please sign on the line provided
below and return the original in the enclosed self addressed envelope. 
 Sincerely, 

/s/ JOHN QUICKE 
 John Quicke 

I have read and understand the Agreement above and agree to be bound by its terms and conditions. 

 

											
	 Agreed:
	 		 		 	
						
	Dated: 2/4/10                	 		 	BY:	 	John Noellert	 	    /    	 	/s/  JOHN NOELLERT
		 		 		 		 	    /    	 	(Signature)