EMPLOYMENT AGREEMENT
AND
RELEASE
ISSUE DATE: NOVEMBER 18, 1994
The following is an agreement between RICHARD L. TARULLI, the
undersigned employee (hereinafter referred to as "you" or
"your"), and Stratus Computer, Inc. ("Company") regarding your
employment with the Company.
A. EMPLOYMENT
(1) EMPLOYMENT. Your regular employment with the
Company shall continue until 5:00 PM, EST, on
December 31, 1995, or, when you begin full time
employment elsewhere, whichever date is earlier
("Termination Date"). For the purposes of this
Agreement "full time employment" shall be defined
to mean your accepting any position for which a W-
2 form will be submitted to the Internal Revenue
Service and for which the average weekly hours to
be worked by you can reasonably be expected to
exceed thirty (30) hours per week. From the Issue
Date until December 31, 1994, inclusive, you shall
continue to be paid in accordance with your
current salary structure, including the right to
any bonuses that you might earn. Beginning January
1, 1994 through the Termination Date, inclusive,
you shall be paid a salary, in accordance with
the Company's standard practices and pay periods,
based on an annual salary rate of $280,000. In
the event that you begin full time employment
prior to June 30, 1995, you will receive a lump
sum payment equal to the number of months between
the date you began said full time employment and
June 30, 1995, times your monthly rate, less any
amount paid to you by the Company after you began
said full time employment, less all appropriate
federal, state and local tax withholdings.
You will stop accruing vacation hours as of
December 31, 1994. Stratus shall cash-out any
accrued, unused vacation balance existing as of
December 31, 1994, not to exceed 240 hours.
Payment of this vacation cash-out shall be
included in the first regular payroll check
distributed to employees in 1995.
Beginning on the Issue Date through the
Termination Date, inclusive, you will be on
special assignment to the Company's Chief
Operating Officer ("COO"). It is further agreed
that you will have no duties except those
specifically requested by the COO. All requests
made by the COO must be reasonable from a
business and professional context. You agree to
call the COO from time to time and to ensure the
Company has available to it a telephone number
where you can be reasonably reached.
(2) STOCK OPTIONS. It is agreed that, that portion of
options to purchase Stratus common stock which you
have been previously granted which by the terms of
the your option agreements become fully vested
through December 31, 1995 and which have not been
exercised by you as of your Termination Date,
shall have their vesting date accelerated so that
they vest on the Termination Date. You shall have
thirty (30) days from the Termination Date to
exercise any and all vested options.
(3) REFERENCE. The Company will, at your request,
prepare a letter of reference, which is reasonably
acceptable to you. You acknowledge that this
letter of reference is being prepared pursuant to
this Agreement and may not be used or produced in
any action involving the Company. The request for
this letter must by made no later than the
Termination Date.
(4) OUT PLACEMENT SERVICES. If you require, the
Company will make available to you appropriate and
reasonable out placement and counseling services
in support of a job search. Expenses, up to a
maximum of twenty thousand dollars ($20,000) which
you incur for such services will be reimbursed to
you or paid directly to the out placement service,
but only against actual receipts or invoices and
only for out placement and counseling services
provided up to June 30, 1995.
(5) EQUIPMENT. The Company agrees that you may
retain, as your personal property the personal
computer, modem and facsimile machine currently
installed at your Dover, Massachusetts home and
that you may also take with you, as your personal
property, the Macintosh personal computer
currently installed in your office.
With the exception of the right to exercise stock
options, and life insurance benefits, if any, all rights
of Employee under this Agreement shall terminate upon
your death.
B. NONCOMPETITION
You agree, until December 31, 1995 that you will not,
directly or indirectly, without the prior written consent
of the COO provide consultative service ,with or without
pay, own, manage, operate, join, control, participate in,
or be connected as a material stockholder, partner, or
otherwise with any business, individual, partner, firm,
corporation, or other entity (i) which is then in
competition with the fault tolerant businesses of the
Company or any affiliate of the Company or (ii) involving
a transaction or business venture which is then in
competition with the telecommunications or finance
business of the Company or any affiliate of the Company.
You further agreed and acknowledge that the Company will
or would suffer irreparable injury if Employee were to
compete with said businesses of Company or any
subsidiary or affiliate of the Company in violation of
this Agreement and that Company would by reason of such
competition be entitled to injunctive relief in a court
of appropriate jurisdiction, and you further consent and
stipulate to the entry of such injunctive relief in such
a court prohibiting you from competing with the Company
or any subsidiary or affiliate of the Company, in the
area of business set forth above, in violation of this
Agreement.
C. ANTISOLICITATION
You promise and agree, until December 31, 1995, that you
will not influence or attempt to influence customers of
the Company or any of its subsidiaries or affiliates,
either directly or indirectly, to divert their business
in the fault tolerant, telecommunications or financial
services area to any individual, partnership, firm,
corporation or other entity then in competition with the
business of the Company, or any subsidiary or affiliate
of the Company for the business of the customer.
D. SOLICITING EMPLOYEES
You promise and agree that you will not, until December
31, 1995, directly or indirectly solicit any of the
Company employees to work for any business, individual,
partnership, firm corporation, or other entity.
E. SAVINGS CLAUSE
Should any valid federal or state law or final
determination of any administration agency or court of
competent jurisdiction affect any provision of this
Agreement, the provision or provisions so affected shall
be automatically conformed to the law or determination
and otherwise this Agreement shall continue in full force
and effect.
F. ELECTION OF EMPLOYMENT AGREEMENT
You understand, notwithstanding anything to the contrary,
that you have TWENTY-ONE (21) DAYS from the Issue Date,
as stated above, to execute this Agreement, but are under
no obligation to do so.
G. PROPRIETARY INFORMATION
You have previously signed a Proprietary Information
Agreement with the Company. Included among the materials
the Company considers to be trade secrets or otherwise
confidential, and thus covered by that Proprietary
Information Agreement, and which you agree not to
disclose to anyone else without the Company's written
consent signed by a Company officer, are customer lists
and marketing and product strategies; this list is not
all encompassing.
H. RELEASE
In consideration of the foregoing Sections A(1) through
A(5) of this Employment Agreement YOU HEREBY RELEASE AND
DISCHARGE THE COMPANY AND ITS OFFICERS, DIRECTORS,
STOCKHOLDERS, EMPLOYEES, AGENTS, SUBSIDIARIES AND
AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS OR
LIABILITIES WHATSOEVER, WHETHER KNOWN OR UNKNOWN OR
SUSPECTED TO EXIST BY YOU, WHICH YOU EVER HAD OR MAY NOW
HAVE AGAINST THE COMPANY, OR ANY OF THEM, INCLUDING,
WITHOUT LIMITATION, ANY CLAIMS, DEMANDS OR LIABILITIES IN
CONNECTION WITH YOUR EMPLOYMENT WITH THE COMPANY AND THE
TERMINATION OF THAT EMPLOYMENT, OR PURSUANT TO ANY
FEDERAL, STATE, OR LOCAL EMPLOYMENT OR DISCRIMINATION
LAWS, REGULATIONS, EXECUTIVE ORDERS, OR OTHER
REQUIREMENTS, INCLUDING ANY ACTIONS RELATED TO AGE
(INCLUDING ANY CLAIMS RELATED TO THE ADEA), SEX, SEXUAL
ORIENTATION, RACE OR HANDICAP DISCRIMINATION. In addition
you agree not to bring any action against the Company or
any employee, director, officer, agent, subsidiary or
affiliate of the Company, based on any of the foregoing.
I. DISCONTINUANCE OF EMPLOYMENT/SEVERANCE
It is understood that if you violate any of your
commitments under this Agreement, the Company may
discontinue your employment and/or all of the post-
termination severance it is hereby agreeing to pay to you
in addition to exercising all other rights it may have
under the law. Without limiting the foregoing, should
this Agreement be terminated by Stratus pursuant to this
Section I, you will receive further payments, nor will
any stock options have their vesting date accelerated.
J. ENTIRE AGREEMENT
It is expressly understood that there is no agreement or
understanding between you and the Company about or
pertaining to the termination or reinstatement of your
employment with the Company, or the Company's obligations
to you with respect to such termination, except what is
set forth in this Agreement. It is specifically agreed
that in any event such employment shall cease on the
Termination Date.
K. ARBITRATION/GOVERNING LAW
You and the Company agree to arbitrate any disputes that
might arise under this Agreement. Such arbitration shall
take place in front of one arbitrator, before the
American Arbitration Association (AAA), in Massachusetts.
The arbitrator may award legal fees if deemed
appropriate.
This Agreement shall be construed, enforced and governed
by the Laws of the Commonwealth of Massachusetts.
L. BINDING EFFECT
This Agreement shall be binding upon and inure to the
benefit of any successor of the Company and any such
successor shall be deemed substituted for the Company
for all purposes. As used herein, "successor" shall
include any person, firm, corporation or other business
entity which at any time, whether by purchase, merger or
otherwise, directly or indirectly acquires the assets or
business or stock of the Company.
M. INDEPENDENT REVIEW
You acknowledge that you have read the foregoing, has
been given the opportunity to have the agreement reviewed
by an attorney of your choice and you agree to the
conditions and obligations as set forth. You understand
that you have seven (7) days from the date of execution
to revoke this Agreement.
Dated: December 2, 1994 RICHARD L. TARULLI
Richard L. Tarulli
Dated: December 2, 1994 JOHN F. YOUNG
On Behalf of the Company