Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Form S-4 Registration Statement 253 1.33M
2: EX-2.1 Amended & Restated Agreement & Plan of Reorg 50 253K
3: EX-2.2 Form of Agree. of Merger of Jts Corp.& Atari Corp. 8 31K
4: EX-3.1 Restated Certificate of Incorp - Jt Storage 21 72K
5: EX-3.2 Form of Restated Cert. of Incorp - Jts Corp. 4 24K
6: EX-3.3 By-Laws of Jt Storage, Inc. 14 48K
7: EX-3.4 Form of By-Laws of Jts Corporation (Post Merger) 28 135K
8: EX-4.1 Form of Common Stock Certificate Jts Corporation 2 20K
9: EX-4.2 Jt Storage Registration Rights Agreement 18 79K
10: EX-4.3 Atari & Security Pac.Natl Bank Indenture 4/29/87 94 263K
11: EX-4.4 Federated Grp/Security Pacific Natl Bank Indenture 102 366K
12: EX-4.5 Federated Group/Security Pacific 1st Sup Indenture 8 31K
13: EX-4.6 Warrant to Purchase Common Stock/Venture Lending 15 63K
14: EX-4.7 Warrant to Purchase Stock/Silicon Valley Bank 9 45K
15: EX-4.8 Warrant to Purchse Common Stock/Lunenburg S.A. 7 33K
16: EX-5.1 Opinion of Cooley Godward Et. Al. 1 17K
17: EX-8.1 Form of Cooley Godward Tax Opinion 3 23K
18: EX-8.2 Form of Wilson Sonsini Et. Al Tax Opinion 3 22K
19: EX-9.1 Atari Corp. Amended & Restated Voting Agreement 5 32K
20: EX-9.2 Jt Storage Amended & Restated Voting Agreement 5 32K
21: EX-10.1 Jt Storage 1995 Sop Amended & Restated 3/19/96 33 106K
30: EX-10.10 Restricted Stk Pur Agree/Kenneth D. Wing 1/2/96 22 77K
31: EX-10.11 Restricted Stk Pur Agree/W. Virginia Walker 1/5/96 22 78K
32: EX-10.12 Restricted Stk Pur Agree/David B. Pearce 1/2/96 21 70K
33: EX-10.13 Convertible Promissory Note 5 24K
34: EX-10.14 Promissory Note/Certain Principal Stkhldrs 1/19/96 6 25K
35: EX-10.15 Subord Secured Convertible Prom Note/Atari 2/13/96 35 136K
36: EX-10.16 Stock Purchase Agreement/Lunenburg 4/4/96 29 138K
37: EX-10.17 Draft/Technical Know How License Agreement 12 45K
38: EX-10.18 Lease Jts & Cilker Revocable Trust 6/15/95 41 161K
39: EX-10.19 Loan Agree Modular Elec (I) & Indusrial Credit 37 94K
22: EX-10.2 Jt Storage 1996 Non-Employee Directors Sop 3/19/96 14 52K
40: EX-10.20 Loan Agree Modular & Industrial Credit 10/11/94 44 113K
41: EX-10.21 Loan Agree Modular Electronic/Credit Invest India 19 48K
42: EX-10.22 Agreed Order Comprising Controversies 2/4/94 27 90K
43: EX-10.23 Master Agreement/Teac & Jt Storage, Inc. 32 95K
44: EX-10.24 License Agree Teac & Jt Storage 2/24/94 28 110K
45: EX-10.25 Development Agree Compaq & Jt Storage 6/16/94 32 120K
46: EX-10.26 Purchase Agree/Jts & Compaq 6/16/94 11 48K
47: EX-10.27 Technology Transfer Agree Western Digital 2/3/95 42 89K
48: EX-10.28 Agree Jt Storage & Pont Peripherals 1/31/95 24 100K
23: EX-10.3 Putnam Streamlined Standard 401(K) & Profit Shar 109 365K
24: EX-10.4 Indemnity Agreement 7 33K
25: EX-10.5 Employment Agreement 4 27K
26: EX-10.6 Jt Storage Consulting Agreement/Roger W. Johnson 5 29K
27: EX-10.7 Restricted Stk Pur Agree/David T. Mitchell 1/2/96 22 76K
28: EX-10.8 Restricted Stk Pur Agree/David T. Mitchell 3/6/96 21 79K
29: EX-10.9 Restricted Stk Pur Agree/Sirjang Lal Tandon 3/6/96 21 79K
49: EX-21.1 List of Subsidiaries 1 13K
50: EX-23.1 Consent of Arthur Andersen LLP 1 14K
51: EX-23.2 Consent of Deloitte & Touche LLP 1 14K
52: EX-27.1 Financial Data Schedule 1 16K
53: EX-99.1 Form of Jts Proxy 2 16K
54: EX-99.2 Form of Atari Proxy 2 16K
EX-10.5 — Employment Agreement
| EX-10.5 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 10.5
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into between JT Storage, Inc., a
Delaware corporation (the "Company"), and Kenneth D. Wing ("Executive")
effective as of June 26, 1995 (the "Effective Date") and sets forth the terms
and conditions of the Company's employment of Executive, as follows:
1. Position. Upon the Effective Date, Executive is employed as Senior
Vice President-Engineering and Quality, reporting directly to the Chief
Executive Officer of the Company.
2. Employment Term. The term of employment shall be "at will," and
may be terminated by either party at any time either with or without cause
(subject to certain severance obligations of the Company to Executive under
certain circumstances within two years after the Effective Date, as provided in
Section 7 below).
3. Base Compensation. For his services, the Company will pay
Executive a base salary at the rate of $225,000 per year (the "Base Salary"),
payable in accordance with the Company's general practices for the payment of
base salary to its executives. The Company, by action of its Board of Directors
in its discretion, may increase, but not decrease, the Base Salary at any time
and from time to time during the first two years following the Effective Date.
4. Management Bonus Programs. Executive shall be eligible to
participate in any distribution of bonuses in a manner commensurate with the
participation of the Company's other executives. The Company intends to
establish a Management Bonus Program after such time as the Company's operations
become profitable. It is anticipated that, under such Management Bonus Program,
Executive and other senior executives will receive a performance and
compensation review on an annual basis.
5. Loan to Executive. Upon the Effective Date, Executive will receive
a $160,000 loan from the Company (the "Loan") which shall bear interest at the
lowest applicable federal rate required to avoid imputed interest under federal
tax laws. The principal amount of the Loan, plus such interest, will be subject
to forgiveness as follows:
(a) subject to Executive's continued employment with the Company
through January 1, 1996, on January 1, 1996 $80,000 principal of the Loan will
be forgiven and all interest accrued thereon as of such date will be forgiven;
and
(b) subject to Executive's continued employment with the Company
through January 1, 1997, on January 1, 1997 $80,000 principal balance and all
accrued interest on the Loan shall be forgiven.
As provided in Section 7 below, if, prior to January 1, 1997,
Executive is terminated by the Company without "cause" (as defined in Section
7(b) below) or Executive dies or becomes disabled, all principal and accrued
interest on the Loan shall be forgiven as of the termination date. If Executive
is terminated by the Company for "cause," or if Executive terminates his
employment with the Company, in either case prior to January 1, 1997, all unpaid
principal and accrued interest on the Loan shall become due and payable
immediately upon such termination.
6. Stock Options. Upon Executive's commencement of employment,
Executive will be granted an incentive stock option, under the Company's 1995
Stock Option Plan (a copy of which has been delivered to Executive, and receipt
of which is hereby acknowledged by Executive), to purchase 300,000 shares of
Common Stock of the Company at an option exercise price of $.25 per share. Such
option shall vest (that is, become exercisable) over a four-year period, such
that 37,500 shares shall vest six months after the Effective Date and,
thereafter, an additional 6,250 shares shall vest on a monthly basis until the
option becomes fully vested on the fourth anniversary of the Effective Date.
Such option shall otherwise be in accordance with the terms and conditions of
the 1995 Stock Option Plan and shall not be in any manner affected by this
Agreement. As an alternative to the foregoing, Executive may choose (subject to
compliance with all applicable securities laws) to purchase 300,000 shares of
Common Stock, at a price of $.25 per share, which shares will be subject to a
repurchase right of the Company (at $.25 per share) upon any termination of
employment with or without cause, and which repurchase right will terminate in
the same manner that the option described above would vest (i.e., the Company's
repurchase right would terminate as to 37,500 shares six months after the
Effective Date and, thereafter, would terminate as to an additional 6,250 shares
on a monthly basis until the fourth anniversary of the Effective Date, at which
time the Company's repurchase right would have fully terminated). If this
alternative is used, Executive will pay 20% of the purchase price for the shares
in cash, and the balance will be represented by a full recourse promissory note
(bearing interest at the lowest applicable federal rate required to avoid
imputed interest under federal tax laws), which would require four equal annual
payments of principal, plus accrued interest through the date of payment, on
each anniversary of the purchase date. Such promissory note would be secured by
the 300,000 shares of Common Stock.
2.
7. Termination of Employment Within Two Years.
(a) Termination by Company Without Cause. If the Company elects
to terminate Executive's employment hereunder without "cause" (as defined in
paragraph (b) below) within two years after the Effective Date, the Company will
provide Executive the following severance benefits:
(i) The Company will continue to pay to Executive the
Executive's then-effective Base Salary (which shall not be less than
$225,000) until the second anniversary of the Effective Date;
provided, however, that (1) such Base Salary payments shall be
reduced by any amounts earned or accrued by Executive during such
period as compensation from any subsequent employer, and (2) such
Base Salary payments shall terminate immediately if Executive
commences employment with, or provides advice or consulting
services to, a competitor of the Company; and
(ii) The Company shall continue to provide Executive with
medical, dental and life insurance coverage (as generally available
to executives of the Company) during such period as the Company is
obligated to continue to pay to Executive the full amount of Base
Salary pursuant to the immediately preceding paragraph (i).
(b) Termination by Executive, or Termination by Company for
Cause. If the Executive terminates his employment hereunder (including a
termination by reason of death or disability) or if the Company elects to
terminate Executive's employment for cause, in either case within two years
after the Effective Date, such employment will terminate on the date fixed by
Executive or the Company (as the case may be), and thereafter the Company will
not be obligated to pay Executive any additional compensation, other than
compensation due and owing to the date of termination. "Cause," for purposes of
this Agreement, shall mean any of the following:
(i) Willful breach by Executive of any material provision
of this Agreement;
(ii) Gross negligence or dishonesty in the performance of
Executive's duties hereunder; or
(iii) Executive intentionally engaging in conduct which is
materially detrimental to the business of the Company.
3.
8. Other Provisions.
(a) Executive shall be entitled to all standard Company
benefits.
(b) Upon presentation of itemized documentation, the Company
shall pay or reimburse Executive for all reasonable and necessary expenses
incurred by him in connection with his duties hereunder.
(c) If any provision of this Agreement shall be held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
or impair the validity or enforceability of the remaining provisions of this
Agreement, which shall remain in full force and effect in accordance with their
terms. This Agreement, together with the Company's standard form of
confidentiality and inventions assignment agreement (which Executive hereby
agrees to execute and perform), embodies the entire agreement between the
parties relating to the subject matter hereof, and supersedes all previous
agreements or understandings. No provision of this Agreement may be amended or
waived, except by a writing signed by the parties.
(d) This Agreement shall be governed by the laws of the State of
California.
JT STORAGE, INC.
By: /s/ D. T. Mitchell
----------------------------------
David T. Mitchell, President
/s/ Kenneth Wing
--------------------------------------
Kenneth D. Wing, individually
4.
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 1/1/97 | | 2 | | | | | None on these Dates |
| Filed on: | | 6/24/96 |
| | 1/1/96 | | 1 |
| | 6/26/95 | | 1 |
| List all Filings |
↑Top
Filing Submission 0000950153-96-000413 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Apr. 19, 5:18:12.3pm ET 