EXHIBIT 2
STOCK OPTION AGREEMENT
THE OPTION EVIDENCED BY THIS OPTION AGREEMENT MAY NOT BE TRANSFERRED EXCEPT
TO A WHOLLY-OWNED SUBSIDIARY OF SEAGATE.
THIS STOCK OPTION AGREEMENT (the "Option Agreement") is dated as of
October 3, 1995, between Xxxxxx Peripherals, Inc., a Delaware corporation
("Xxxxxx"), and Seagate Technology, Inc., a Delaware corporation ("Seagate").
RECITALS
A. Seagate, Athena Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of Seagate ("Sub"), and Xxxxxx are simultaneously
herewith entering into an Agreement and Plan of Reorganization (the
"Reorganization Agreement") which provides, among other things, that, upon the
terms and subject to the conditions thereof, Sub will be merged with and into
Xxxxxx (the "Merger"), pursuant to which each issued and outstanding share of
common stock, par value $0.001 per share, of Xxxxxx (the "Xxxxxx Common Stock")
(including the associated Rights, as defined in Section 1 below) outstanding
immediately prior to the Merger will be converted into 0.442 shares (the
"Exchange Ratio") of common stock of Seagate, par value $.01 per share.
B. As a condition to their willingness to enter into the Reorganization
Agreement, Seagate and Sub have required that Xxxxxx agree, and Xxxxxx has
agreed, to enter into this Option Agreement, which provides, among other things,
that Xxxxxx xxxxx Seagate an option to purchase shares of Xxxxxx Common Stock
upon the terms and subject to the conditions provided for herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained in this Option Agreement and the Reorganization Agreement,
the parties agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions of this Option
Agreement, Xxxxxx hereby grants to Seagate an irrevocable option (the "Option")
to purchase 8,015,420 shares of Xxxxxx Common Stock (the "Option Shares"),
including the associated rights (the "Rights") to purchase shares of Xxxxxx
Preferred Stock pursuant to the Preferred Shares Rights Agreement, dated as of
November 29, 1994, between Xxxxxx and The First National Bank of Boston, as the
same may be modified, terminated or amended from time to time (the "Rights
Agreement") in the manner set forth below, at an exercise price of $17.90 per
share of Xxxxxx Common Stock, subject to adjustment as provided below (the
"Option Price"). All references in this Option Agreement to shares of Xxxxxx
Common Stock issued to Seagate hereunder shall be deemed to include the
Rights (subject to the terms of the Rights Agreement). Capitalized terms used
herein but not defined herein shall have the meanings set forth in the
Reorganization Agreement.
2. EXERCISE OF OPTION.
(a) Subject to the satisfaction or waiver of the conditions set forth
in Section 9 of this Option Agreement, prior to the termination of this Option
Agreement in accordance with its terms, Seagate or its designee (which shall be
a wholly-owned subsidiary of Seagate) may exercise the Option, in whole or in
part, at any time or from time to time on or after the public disclosure of, or
Seagate shall have learned of, the earliest event to occur of the following:
(i) any person or group other than Seagate or its affiliates
shall have acquired or become the beneficial owners (within the meaning of
Section 13(d)(3) of the Exchange Act) of more than twenty percent (20%) of the
outstanding shares of Xxxxxx Common Stock, or shall have been granted any option
or right, conditional or otherwise, to acquire more than twenty percent (20%) of
the outstanding shares of Xxxxxx Common Stock (provided that in the event that
such option or right expires unexercised, then to the extent the Option has not
already been exercised, it shall no longer be exercisable except as otherwise
provided in this Option Agreement);
(ii) any person other than Seagate and its affiliates shall
have made a tender offer or exchange offer (or entered into an agreement to make
such a tender offer or exchange offer) for at least twenty percent (20%) of the
then outstanding shares of Xxxxxx Common Stock (provided that in the event that
such tender offer or exchange offer or other proposal is withdrawn or terminates
prior to consummation of such offer or proposal, then to the extent the Option
has not already been exercised, it shall no longer be exercisable except as
otherwise provided in this Section 2(a)); or
(iii) Xxxxxx shall have entered into a written definitive
agreement or written agreement in principle in connection with a liquidation,
dissolution, recapitalization, merger, consolidation or acquisition or purchase
of all or a material portion of the assets of Xxxxxx and its subsidiaries, taken
as a whole or all or a material portion of the equity interest in Xxxxxx and its
subsidiaries, taken as a whole, or other similar transaction or business
combination.
(b) In the event Seagate wishes to exercise the Option at such time
as the Option is exercisable, Seagate shall deliver written notice (the
"Exercise Notice") to Xxxxxx specifying its intention to exercise the Option,
the total number of Option Shares it wishes to purchase and a date and time for
the closing of such purchase (a "Closing") not later than thirty (30) business
days from the later of (i) the date such Exercise Notice is given and (ii) the
expiration or termination of any applicable waiting period under the Xxxx-Xxxxx-
Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If prior
to the Expiration Date (as defined in Section 11 below) any person or group
(other than
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Seagate or its affiliates) shall have made a bona fide proposal that becomes
publicly disclosed, with respect to a tender offer or exchange offer for fifty
percent (50%) or more of the then outstanding shares of Xxxxxx Common Stock (a
"Share Proposal"), a merger, consolidation or other business combination (a
"Merger Proposal") or any acquisition of a material portion of the assets of
Xxxxxx (an "Asset Proposal"), or shall have acquired fifty percent (50%) or more
of the then outstanding shares of Xxxxxx Common Stock (a "Share Acquisition"),
and this Option is then exercisable then Seagate, in lieu of exercising the
Option, shall have the right at any time thereafter (for so long as the Option
is exercisable under Section 2(a)) to request in writing that Xxxxxx pay, and
promptly (but in any event not more than five (5) business days) after the
giving by Seagate of such request, Xxxxxx shall, subject to Section 2(c) below,
pay to Seagate, in cancellation of the Option, an amount in cash (the
"Cancellation Amount") equal to (i) the excess over the Option Price of the
greater of (A) the last sale price of a share of Xxxxxx Common Stock as reported
on the New York Stock Exchange on the last trading day prior to the date of the
Exercise Notice, or (B)(1) the highest price per share of Xxxxxx Common Stock
offered to be paid or paid by any such person or group pursuant to or in
connection with a Share Proposal, a Share Acquisition or a Merger Proposal or
(2) the aggregate consideration offered to be paid or paid in any transaction or
proposed transaction in connection with an Asset Proposal, divided by the number
of shares of Xxxxxx Common Stock then outstanding, multiplied by (ii) the number
of Option Shares then covered by the Option. If all or a portion of the price
per share of Xxxxxx Common Stock offered paid or payable or the aggregate
consideration offered paid or payable for the assets of Xxxxxx, each as
contemplated by the preceding sentence, consists of noncash consideration, such
price or aggregate consideration shall be the cash consideration, if any, plus
the fair market value of the non-cash consideration as determined by the
investment bankers of Xxxxxx and the investment bankers of Seagate.
(c) Following exercise of the Option by Seagate, in the event that
Seagate sells, pledges or otherwise disposes (including, without limitation, by
merger or exchange) any of the Option Shares (a "Sale") then (i) any Breakup Fee
due and payable by Xxxxxx following such time shall be offset by the amount
received (whether in cash, loan proceeds, securities or otherwise) by Seagate in
such Sale less the exercise price of such Option Shares sold in the Sale (the
"Offset Amount"), and (ii) if Xxxxxx has paid to Seagate the Breakup Fee prior
to the Sale, then Seagate shall immediately remit to Xxxxxx the Offset Amount.
Further, notwithstanding Section 2(b) above, in the event that Seagate receives
the Cancellation Amount in lieu of exercising the Option, then (A) any Breakup
Fee due and payable by Xxxxxx following such time shall be reduced by the
Cancellation Amount (the "Cancellation Offset Amount"), and (B) if Xxxxxx has
paid to Seagate the Breakup Fee prior to Seagate's receipt of such Cancellation
Amount, then Seagate shall only be entitled to receive that portion of the
Cancellation Offset Amount that exceeds the Breakup Fee. Notwithstanding the
above, in no event shall the Offset Amount or the Cancellation Offset Amount be
greater than the Breakup Fee.
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3. PAYMENT OF OPTION PRICE AND DELIVERY OF CERTIFICATE. Any Closings
under Section 2 of this Option Agreement shall be held at the offices of Xxxxxx
Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx
Xxxx, Xxxxxxxxxx 00000, or at such other place as Xxxxxx and Seagate may agree.
At any Closing hereunder, (a) Seagate or its designee will make payment to
Xxxxxx of the aggregate price for the Option Shares being so purchased by
delivery of a certified check, official bank check or wire transfer of funds
pursuant to Xxxxxx'x instructions payable to Xxxxxx in an amount equal to the
product obtained by multiplying the Option Price by the number of Option Shares
to be purchased, and (b) upon receipt of such payment Xxxxxx will deliver to
Seagate or its designee (which shall be a wholly-owned subsidiary of Seagate) a
certificate or certificates representing the number of validly issued, fully
paid and non-assessable Option Shares so purchased, in the denominations and
registered in such names (which shall be Seagate or a wholly-owned subsidiary of
Seagate) designated to Xxxxxx in writing by Seagate.
4. REGISTRATION AND LISTING OF OPTION SHARES.
(a) Xxxxxx agrees to use its reasonable best efforts to (i) effect as
promptly as possible upon the request of Seagate and (ii) cause to become and
remain effective for a period of not less than six (6) months (or such shorter
period as may be necessary to effect the distribution of such shares), the
registration under the Securities Act of 1933, as amended (the "Securities Act")
and any applicable state securities laws, of all or any part of the Option
Shares as may be specified in such request, PROVIDED, HOWEVER, that (i) Seagate
shall have the right to select the managing underwriter for any such offering
after consultation with Xxxxxx, which managing underwriter shall be reasonably
acceptable to Xxxxxx and (ii) Seagate shall not be entitled to more than two (2)
effective registration statements hereunder.
(b) In addition to such demand registrations, if Xxxxxx proposes to
effect a registration of Xxxxxx Common Stock for its own account or for the
account of any other stockholder of Xxxxxx, Xxxxxx will give prompt written
notice to all holders of Options or Option Shares of its intention to do so and
shall use its reasonable best efforts to include therein all Option Shares
requested by Seagate to be so included. No registration effected under this
Section 4(b) shall relieve Xxxxxx of its obligations to effect demand
registrations under Section 4(a) hereof.
(c) Registrations effected under this Section 4 shall be effected at
Xxxxxx'x expense, including the fees and expenses of counsel to the holder of
Options or Option Shares but excluding underwriting discounts and commissions to
brokers or dealers. In connection with each registration under this Section 4,
Xxxxxx shall indemnify and hold each holder of Options or Option Shares
participating in such offering (a "Holder"), its underwriters and each of their
respective affiliates harmless against any and all losses, claims, damages,
liabilities and expenses (including, without limitation, investigation expenses
and fees and disbursements of counsel and accountants), joint or several,
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to which such Holder, its underwriters and each of their respective affiliates
may become subject, under the Securities Act or otherwise, insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any registration statement (including any
prospectus therein), or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, other than such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) which arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in written
information furnished by a Holder to Xxxxxx expressly for use in such
registration statement.
(d) In connection with any registration statement pursuant to this
Section 4, each Holder agrees to furnish Xxxxxx with such information concerning
itself and the proposed sale or distribution as shall reasonably be required in
order to ensure compliance with the requirements of the Securities Act. In
addition, Seagate shall indemnify and hold Xxxxxx, its underwriters and each of
their respective affiliates harmless against any and all losses, claims,
damages, liabilities and expenses (including without limitation investigation
expenses and fees and disbursements of counsel and accountants), joint or
several, to which Xxxxxx, its underwriters and each of their respective
affiliates may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages, liabilities or expenses (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in written information furnished by any
Holder to Xxxxxx expressly for use in such registration statement.
(e) Upon the issuance of Option Shares hereunder, Xxxxxx will use its
reasonable best efforts promptly to list such Option Shares with the New York
Stock Exchange or on such national or other exchange on which the shares of
Xxxxxx Common Stock are at the time listed.
5. REPRESENTATIONS AND WARRANTIES OF XXXXXX. Xxxxxx hereby represents
and warrants to Seagate as follows:
(a) Xxxxxx is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has requisite power
and authority to enter into and perform this Option Agreement.
(b) The execution and delivery of this Option Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by the Board of Directors of Xxxxxx and no other corporate
proceedings on the part of Xxxxxx are necessary to authorize this Option
Agreement or to consummate the transactions contemplated hereby. The Board of
Directors of Xxxxxx has duly approved the issuance and sale of the Option
Shares, upon the terms and subject to the conditions
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contained in this Option Agreement, and the consummation of the transactions
contemplated hereby. This Option Agreement has been duly and validly executed
and delivered by Xxxxxx and, assuming this Option Agreement has been duly and
validly authorized, executed and delivered by Seagate, constitutes a valid and
binding obligation of Xxxxxx enforceable against Xxxxxx in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting or relating to creditors' rights generally; the
availability of injunctive relief and other equitable remedies; and limitations
imposed by law on indemnification for liability under federal securities laws.
(c) Xxxxxx has taken all necessary action to authorize and reserve
for issuance and to permit it to issue, and at all times from the date of this
Option Agreement through the date of expiration of the Option will have reserved
for issuance upon exercise of the Option, 8,015,420 authorized shares of Xxxxxx
Common Stock (or such other amount as may be required pursuant to Section 10
hereof), each of which, upon issuance pursuant to this Option Agreement and when
paid for as provided herein, will be validly issued, fully paid and
nonassessable, and shall be delivered free and clear of all claims, liens,
charges, encumbrances and security interests and not subject to any preemptive
rights.
(d) The execution, delivery and performance of this Option Agreement
by Xxxxxx and the consummation by it of the transactions contemplated hereby
except as required by the HSR Act (if applicable), and, with respect to Section
4, compliance with the provisions of the Securities Act and any applicable state
securities laws, do not require the consent, waiver, approval, license or
authorization of or result in the acceleration of any obligation under, or
constitute a default under, any term, condition or provision of any charter or
bylaw, or any indenture, mortgage, lien, lease, agreement, contract, instrument,
order, judgment, ordinance, regulation or decree or any restriction to which
Xxxxxx or any property of Xxxxxx or its subsidiaries is bound, except where
failure to obtain such consents, waivers, approvals, licenses or authorizations
or where such acceleration or defaults could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.
6. REPRESENTATIONS AND WARRANTIES OF SEAGATE. Seagate hereby represents
and warrants to Xxxxxx that:
(a) Seagate is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has requisite power
and authority to enter into and perform this Option Agreement.
(b) The execution and delivery of this Option Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by the Board of Directors of Seagate and no other corporate
proceedings on the part of Seagate are necessary to authorize this Option
Agreement or to consummate the transactions contemplated hereby. This Option
Agreement has been duly and validly executed
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and delivered by Seagate and, assuming this Option Agreement has been duly
executed and delivered by Xxxxxx, constitutes a valid and binding obligation of
Seagate enforceable against Seagate in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting or relating to creditors' rights generally; the availability of
injunctive relief and other equitable remedies; and limitations imposed by law
on indemnification for liability under federal securities laws.
(c) Seagate or its designee is acquiring the Option and it will
acquire the Option Shares issuable upon the exercise thereof for its own account
and not with a view to the distribution or resale thereof in any manner not in
accordance with applicable law.
7. COVENANTS OF SEAGATE. Seagate agrees not to transfer or otherwise
dispose of the Option or the Option Shares, or any interest therein, except in
compliance with the Securities Act and any applicable state securities law.
Seagate further agrees to the placement of the following legend on the
certificate(s) representing the Option Shares (in addition to any legend
required under applicable state securities laws):
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
EITHER (i) THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (ii) ANY
APPLICABLE STATE LAW GOVERNING THE OFFER AND SALE OF SECURITIES. NO
TRANSFER OR OTHER DISPOSITION OF THESE SHARES, OR OF ANY INTEREST THEREIN,
MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT AND SUCH OTHER STATE LAWS OR PURSUANT TO EXEMPTIONS FROM
REGISTRATION UNDER THE ACT, SUCH OTHER STATE LAWS, AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER."
8. REASONABLE BEST EFFORTS. Seagate and Xxxxxx shall take, or cause to
be taken, all reasonable action to consummate and make effective the
transactions contemplated by this Option Agreement, including, without
limitation reasonable best efforts to obtain any necessary consents of third
parties and governmental agencies and the filing by Seagate and Xxxxxx promptly
after the date hereof of any required HSR Act notification forms and the
documents required to comply with the HSR Act, subject to the provisions of
Section 5.9 of the Reorganization Agreement.
9. CERTAIN CONDITIONS. The obligation of Xxxxxx to issue Option Shares
under this Option Agreement upon exercise of the Option shall be subject to the
satisfaction or waiver of the following conditions:
(a) any waiting periods applicable to the acquisition of the Option
Shares by Seagate pursuant to this Option Agreement under the HSR Act shall have
expired or been terminated;
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(b) the representations and warranties of Seagate made in Section 6
of this Option Agreement shall be true and correct in all material respects as
of the date of the Closing for the issuance of such Option Shares; and
(c) no order, decree or injunction entered by any court of competent
jurisdiction or governmental, regulatory or administrative agency or commission
in the United States shall be in effect which prohibits the exercise of the
Option or acquisition of Option Shares pursuant to this Option Agreement.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any
change in the number of issued and outstanding shares of Xxxxxx Common Stock by
reason of any stock dividend, stock split, recapitalization, merger, rights
offering, share exchange or other change in the corporate or capital structure
of Xxxxxx, Seagate shall receive, upon exercise of the Option, the stock or
other securities, cash or property to which Seagate would have been entitled if
Seagate had exercised the Option and had been a holder of record of shares of
Xxxxxx Common Stock on the record date fixed for determination of holders of
shares of Xxxxxx Common Stock entitled to receive such stock or other
securities, cash or property at the same aggregate price as the aggregate Option
Price of the Option Shares. In the event that any additional shares of Common
Stock are issued after September 2, 1995 (other than pursuant to an event
described in the preceding sentence of this Option Agreement), the number of
shares of Common Stock subject to the Option shall be adjusted so that, after
such issuance, the number of shares of Common Stock subject to the Option
(ignoring any exercise of this Option) equals at least fifteen percent (15%) of
the number of shares of Xxxxxx Common Stock then issued and outstanding (other
than shares of Xxxxxx Common Stock issued pursuant to the Option); PROVIDED,
HOWEVER, that nothing contained in this Section 10 shall be deemed to authorize
Xxxxxx to issue any shares of Xxxxxx Common Stock in violation of the provisions
of the Reorganization Agreement.
11. EXPIRATION. The Option shall expire at the earlier of (y) the
Effective Time (as defined in the Reorganization Agreement) or (z) 200 days
after termination of the Reorganization Agreement in accordance with the terms
thereof (such expiration date is referred to as the "Expiration Date").
12. GENERAL PROVISIONS.
(a) SURVIVAL. All of the representations, warranties and covenants
contained herein shall survive a Closing and shall be deemed to have been made
as of the date hereof and as of the date of each Closing, except for the
representations and warranties in Section 5(d) hereof which shall be deemed to
have been made only as of the date hereof.
(b) FURTHER ASSURANCES. If Seagate exercises the Option, or any
portion thereof, in accordance with the terms of this Option Agreement, Xxxxxx
and Seagate will
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execute and deliver all such further documents and instruments and use their
reasonable best efforts to take all such further action as may be necessary in
order to consummate the transactions contemplated thereby.
(c) SEVERABILITY. It is the desire and intent of the parties that the
provisions of this Option Agreement be enforced to the fullest extent
permissible under the law and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, in the event that any provision of
this Option Agreement would be held in any jurisdiction to be invalid,
prohibited or unenforceable for any reason, such provision, as to such
jurisdiction, shall be ineffective, without invalidating the remaining
provisions of this Option Agreement or affecting the validity or enforceability
of such provision in any other jurisdiction. Notwithstanding the foregoing, if
such provision could be more narrowly drawn so as not be invalid, prohibited or
unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so
narrowly drawn, without invalidating the remaining provisions of this Option
Agreement or affecting the validity or enforceability of such provision in any
other jurisdiction.
(d) ASSIGNMENT. This Option Agreement shall be binding on and inure
to the benefit of the parties hereto and their respective successors and
assigns; PROVIDED that Xxxxxx shall not be entitled to assign or otherwise
transfer any of its rights or obligations hereunder.
(e) SPECIFIC PERFORMANCE. The parties agree and acknowledge that in
the event of a breach of any provision of this Option Agreement, the aggrieved
party would be without an adequate remedy at law. The parties therefore agree
that in the event of a breach of any provision of this Option Agreement, the
aggrieved party may elect to institute and prosecute proceedings in any court of
competent jurisdiction to enforce specific performance or to enjoin the
continuing breach of such provision, as well as to obtain damages for breach of
this Option Agreement. By seeking or obtaining any such relief, the aggrieved
party will not be precluded from seeking or obtaining any other relief to which
it may be entitled.
(f) AMENDMENTS. This Option Agreement may not be modified, amended,
altered or supplemented except upon the execution and delivery of a written
agreement executed by Seagate and Xxxxxx.
(g) NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed to be
sufficient if contained in a written instrument and shall be deemed given if
delivered personally, telecopied, sent by nationally-recognized, overnight
courier or mailed by registered or certified mail (return receipt requested),
postage prepaid, to the other party at the following addresses (or such other
address for a party as shall be specified by like notice):
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If to Seagate:
Seagate Technology, Inc.
000 Xxxx Xxxxx
X.X. Xxx 00000
Xxxxxx Xxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx
with a copy to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Telecopier: (000) 000-0000
If to Xxxxxx:
Xxxxxx Peripherals, Inc.
0000 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attention: X. Xxxxxxx Xxxx and Xxxxxx X. Xxxxxxxx, Esq.
with a copy to:
Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxx, Esq.
Telecopier: (000) 000-0000
(h) HEADINGS. The headings contained in this Option Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Option Agreement.
(i) COUNTERPARTS. This Option Agreement may be executed in one or
more counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
(j) GOVERNING LAW. This Option Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed therein.
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(k) JURISDICTION AND VENUE. Each of Xxxxxx and Seagate hereby agrees
that any proceeding relating to this Option Agreement shall be brought in a
state court of Delaware. Each of Xxxxxx and Seagate hereby consents to personal
jurisdiction in any such action brought in any such Delaware court, consents to
service of process by registered mail made upon such party and such party's
agent and waives any objection to venue in any such Delaware court or to any
claim that any such Delaware court is an inconvenient forum.
(l) ENTIRE AGREEMENT. This Option Agreement, the Confidentiality
Agreements and the Reorganization Agreement and any documents and instruments
referred to herein and therein constitute the entire agreement between the
parties hereto and thereto with respect to the subject matter hereof and thereof
and supersede all other prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof and thereof.
This Option Agreement shall be binding upon, inure to the benefit of, and be
enforceable by the successors and permitted assigns of the parties hereto.
Nothing in this Option Agreement shall be construed to give any person other
than the parties to this Option Agreement or their respective successors or
permitted assigns any legal or equitable right, remedy or claim under or in
respect of this Option Agreement or any provision contained herein.
(m) EXPENSES. Except as otherwise provided in this Option Agreement,
each party shall pay its own expenses incurred in connection with this Option
Agreement.
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IN WITNESS WHEREOF, the parties have caused this Option Agreement to be
signed by their respective officers thereunto duly authorized as of the date
first written above.
SEAGATE TECHNOLOGY, INC.
By:
------------------------------------------
Name:
Title:
XXXXXX PERIPHERALS, INC.
By:
------------------------------------------
Name:
Title:
[SIGNATURE PAGE TO STOCK OPTION AGREEMENT]
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