EXHIBIT 10.3(B)
EMPLOYMENT AGREEMENT
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 2, 2001 by and
between Seagate Technology (US) Holdings, Inc., a Delaware corporation (the
"Company"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Executive").
Seagate Technology, Inc. ("Seagate") and Suez Acquisition Company (Cayman)
Limited ("SAC") entered into a Stock Purchase Agreement dated as of March 29,
2000 (as amended, the "Stock Purchase Agreement"), pursuant to which, as of the
Closing which occurred on the Closing Date (each as defined in the Stock
Purchase Agreement), SAC, subject to certain exclusions, acquired all of the
shares of various subsidiaries of Seagate and, indirectly, substantially all of
the operating assets of Seagate;
Prior to the consummation of the transactions pursuant to the Stock
Purchase Agreement, SAC assigned all of its rights and obligations under the
Stock Purchase Agreement to New SAC, a limited company incorporated in the
Cayman Islands ("New SAC")
The Company desires to employ Executive and to enter into an agreement
embodying the terms of such employment;
Executive desires to accept such employment and enter into such an
agreement;
In consideration of the premises and mutual covenants herein and for other
good and valuable consideration, the parties agree as follows:
1. Term of Employment. Subject to the provisions of Section 7 of this
Agreement, Executive shall be employed by the Company for a period commencing on
the Closing Date (the "Commencement Date") and ending on the third anniversary
of the Commencement Date (the "Employment Term") on the terms and subject to the
conditions set forth in this Agreement; provided, however, that commencing with
the date following the third anniversary of the Commencement Date, and on each
anniversary thereafter (each an "Extension Date"), the Employment Term shall be
automatically extended for an additional one-year period, unless the Company or
Executive provides the other party hereto 30 days prior written notice before
the next Extension Date that the Employment Term shall not be so extended.
2. Position.
a. During the Employment Term, Executive shall serve in the positions
set forth on Exhibit A. In such position, Executive shall have duties and
authority at a level consistent with the duties and authority set forth on
Exhibit A and such other duties and responsibilities as shall be determined from
time to time by the Board of Directors of the Company (the "Board"). If
requested, Executive shall also serve as a member of the Board without
additional compensation.
b. During the Employment Term, Executive will devote Executive's full
business time and best efforts to the performance of Executive's duties
hereunder and will
2
not engage in any other business, profession or occupation for compensation or
otherwise which would conflict or interfere with the rendition of such services
either directly or indirectly, without the prior written consent of the Board;
provided that Executive may continue to serve as a member of the boards of
directors and trustees listed on Exhibit B hereto ; provided in each case, and
in the aggregate, that such activities do not conflict or interfere with the
performance of Executive's duties hereunder or conflict with Section 8.
3. Base Salary. During the Employment Term, the Company shall pay Executive
a base salary at the annual rate of $1,000,000, payable in regular installments
in accordance with the Company's usual payment practices. Beginning with the
fiscal year commencing July 1, 2001, Executive's annual base salary shall be
reviewed within 30 days of the start of that fiscal year and will be reviewed
each year thereafter during the Employment Term, and, if appropriate, it shall
be increased from time to time in the sole discretion of the Board. The base
salary specified in this Section 3, together with any increases in such base
salary that the Board may make thereto from time to time, is herein after
referred to as the "Base Salary."
4. Annual Bonus. With respect to the fiscal year ending June 30, 2001 and
with respect to each full fiscal year thereafter during the Employment Term,
Executive shall be eligible to earn an annual bonus award (an "Annual Bonus") of
up to 125% of Executive's Base Salary (the "Target") based upon the achievement
of annual performance targets established by the Board within the first three
months of each fiscal year during the Employment Term; provided that the annual
performance targets for the fiscal year in which the Closing occurs shall be
established by the Board within 90 days following the Closing. Executive shall,
by prior irrevocable election, have the right to defer the payment of each such
bonus for one or more years, and during the deferral period, Executive shall
have the right to designate, from among a number of investment alternatives, the
investments which shall serve as the measure of the investment return on his or
her deferred compensation. If all or any portion of the Annual Bonus otherwise
payable to Executive for any fiscal year of the Company would not in fact be
deductible for federal income tax purposes by reason of the limitation of
section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
then the portion of such Annual Bonus which is not so deductible shall be
deferred and paid to Executive in one lump sum upon the first date on which such
payment may be made without exceeding any applicable limitation on deductibility
under Code section 162(m). During the period in which payment of the Annual
Bonus is deferred, whether in whole or in part, the deferred portion of such
Annual Bonus shall be held in a grantor trust established by the Company for
Executive's benefit, and Executive shall have the right to designate the
investments, from a number of diversified investment alternatives designated by
the Company, which shall serve as the measure of the investment return on such
deferred portion.
3
5. Employee Benefits/Equity Awards.
a. During the Employment Term, Executive shall be provided health, life
and disability insurance and retirement and fringe benefits that are comparable,
in the aggregate, to those benefits made available to the senior executives of
Seagate immediately prior to the Closing.
b. Promptly following the date hereof, Executive shall be granted an
option to purchase shares of the Company or an affiliate, the number of shares
and the terms and conditions of the option to be determined by the Board of
Directors of New SAC. Notwithstanding the foregoing, the option agreement
representing the right to purchase such shares shall provide that if the
Executive's employment is terminated by the Company without Cause (as defined
below) or if the Executive resigns for Good Reason (as defined below), the
option shall immediately vest and become exercisable for all the shares at the
time subject to the option.
6. Business Expenses. During the Employment Term, reasonable business
expenses incurred by Executive in the performance of Executive's duties
hereunder shall be reimbursed by the Company in accordance with Company
policies.
7. Termination. The Employment Term and Executive's employment hereunder
may be terminated by either party at any time and for any reason; provided that
Executive will be required to give the Company at least 30 days advance written
notice of any resignation of Executive's employment without Good Reason.
Notwithstanding any other provision of this Agreement, the provisions of this
Section 7 shall exclusively govern Executive's rights upon termination of
employment with the Company and its affiliates; provided that nothing in this
Agreement shall affect or otherwise modify Executive's rights, benefits or
entitlements under (i) the Deferred Compensation Plan into which Executive has
rolled the value of his unvested Seagate options and/or unvested Seagate share
pursuant to his Rollover Agreement with SAC dated November 13, 2000 (the
"Rollover Agreement"), (ii) his Restricted Share Agreement with SAC dated
November 22, 2000, (iii) the Management Retention Agreement between Executive
and Seagate dated as of November 12, 1998 (as amended by the Management
Participation Agreement dated as of March 29, 2000 between Executive and SAC and
the Rollover Agreement) (the "Management Retention Agreement") and (iv) any
stock option agreements or restricted share agreements and the awards subject to
such agreements which may be awarded to Executive from time to time following
the Closing (collectively, the "Collateral Documents").
a. By the Company For Cause or By Executive Resignation Without Good
Reason.
(i) The Employment Term and Executive's employment hereunder may be
terminated by the Company for Cause (as defined below) and shall terminate
automatically upon Executive's resignation without Good Reason (as defined in
Section 7(C)); provided that Executive will be required to give the Company at
least 30 days advance written notice of a resignation without Good Reason.
(ii) For purposes of this Agreement, "Cause" shall mean (A) Executive's
continued failure to substantially perform the material duties of his office
(other than as a result of total or partial incapacity due to physical or mental
illness), (B) embezzlement or theft by
4
Executive of the Company's property, (C) the commission of any act or acts on
Executive's part resulting in the conviction of such Executive of a felony under
the laws of the United States or any state, (D) Executive's willful malfeasance
or willful misconduct in connection with Executive's duties to Company or any
other act or omission which is materially injurious to the financial condition
or business reputation of the Company or any of its subsidiaries or affiliates,
or (E) a material breach by Executive of the material terms of this Agreement,
the Management Stockholders Agreement dated as of November 22, 2000, or any
non-compete, non-solicitation or confidentiality provisions to which Executive
is subject. However, no termination shall be deemed for Cause under clause (A),
(D) or (E) unless Executive is first given written notice by the Company of the
specific acts or omissions which the Company deems constitute grounds for a
termination for Cause and is provided with at least 30 days after such notice to
cure the specified deficiency.
(iii) If Executive's employment is terminated by the Company for Cause,
or if Executive resigns without Good Reason, Executive shall be entitled to
receive:
(A) the Base Salary through the date of termination;
(B) any Annual Bonus earned but unpaid as of the date of
termination for any previously completed fiscal year;
(C) reimbursement for any unreimbursed business expenses
properly incurred by Executive in accordance with Company policy prior
to the date of Executive's termination; and
(D) such employee benefits, if any, as to which Executive
may be entitled under the employee benefit plans of the Company (the
amounts described in clauses (A) through (D) hereof being referred to as
the "Accrued Rights").
Following such termination of Executive's employment by the Company for
Cause or resignation by Executive without Good Reason, except as set forth in
this Section 7(a)(iii) or in the Collateral Documents, Executive shall have no
further rights to any compensation or any other benefits under this Agreement.
b. Disability or Death.
(i) The Employment Term and Executive's employment hereunder shall
terminate upon Executive's death and may be terminated by the Company upon
fifteen (15) days prior written notice to Executive if Executive becomes
physically or mentally incapacitated and is therefore unable for a period of six
consecutive months or for an aggregate of nine months in any twenty-four
consecutive month period to perform Executive's duties (such incapacity is
hereinafter referred to as "Disability"). Any question as to the existence of
the Disability of Executive as to which Executive and the Company cannot agree
shall be determined in writing by a qualified independent physician mutually
acceptable to Executive and the Company. If Executive and the Company cannot
agree as to a qualified independent physician, each shall appoint such a
physician and those two physicians shall select a third who shall make such
determination in writing. The determination of Disability made in writing to the
Company and Executive shall be final and conclusive for all purposes of the
Agreement.
5
(ii) Subject to reduction by the present value of any other cash
severance or cash termination benefits payable to Executive under any other
plans, programs or arrangements of the Company or its affiliates, including, but
not limited to, the Management Retention Agreement, upon termination of
Executive's employment hereunder for either death or Disability, Executive or
Executive's estate (as the case may be) shall be entitled to receive:
(A) the Accrued Rights; and
(B) a pro rata portion of any Annual Bonus, if any, that Executive
would have been entitled to receive pursuant to Section 4 hereof in such
year based upon (i) the percentage of the fiscal year that shall have
elapsed through the date of Executive's termination of employment and (ii)
to the extent payment of the Annual Bonus is based upon subjective
individual performance criteria, based upon the actual performance of
Executive during the portion of such fiscal year that Executive was
employed by the Company prior to such death or Disability, payable when
such Annual Bonus would have otherwise been payable had Executive's
employment not terminated.
Following Executive's termination of employment due to death or Disability,
except as set forth in this Section 7(b)(ii) or in the Collateral Documents,
Executive shall have no further rights to any compensation or any other benefits
under this Agreement.
c. By the Company Without Cause or Resignation by Executive for Good
Reason.
(i) The Employment Term and Executive's employment hereunder may be
terminated by the Company without Cause or by Executive's resignation for Good
Reason.
(ii) For purposes of this Agreement, "Good Reason" shall mean
Executive's resignation of Executive's employment with the Company as a result
of the following actions, which actions remain uncured for at least 30 days
following written notice from Executive to the Company describing the occurrence
of such events and asserting that such events constitute grounds for a Good
Reason resignation, provided notice of such resignation is given to the Company
within 60 days after the expiration of the cure period: (A) without Executive's
express written consent, any material reduction in the level of Executive's
authority or duties from those set forth on Exhibit A of this Agreement
(including, for these purposes, any authority or duties assigned to Executive
with the consent of Executive and the Board within 90 days following the Closing
Date); provided, however, that, for the avoidance of doubt, the sale by New SAC
of Seagate Removable Storage Solutions Holdings, Seagate Software (Cayman)
Holdings, XIOTECH Corporation or any of their subsidiaries shall not be
considered a material reduction in the level of Executive's authority or duties;
(B) without Executive's express written consent, a reduction of 10% or more in
the level of the base salary, target annual bonus or employee benefits to be
provided to Executive under this Agreement, other than a reduction implemented
with the consent of Executive or a reduction that is equivalent to reduction in
base salaries, bonus opportunities and/or employee benefits, as applicable,
imposed on all other senior executives of the Company at a similar level within
the Company (provided that the use of private aircraft shall not be deemed an
employee benefit for these purposes); or (C) the relocation of Executive to a
principal place of employment more than 50 miles from Executive's current
principal place of employment, without Executive's express written consent.
6
(iii) Subject to reduction by the present value of any other cash
severance or cash termination benefits payable to Executive under any other
plans, programs or arrangements of the Company or its affiliates, including, but
not limited to, the Management Retention Agreement, if Executive's employment is
terminated by the Company without Cause (other than by reason of death or
Disability) or if Executive resigns for Good Reason, Executive shall be entitled
to receive:
(A) the Accrued Rights;
(B) subject to Executive's continued compliance with the provisions
of Sections 8 and 9, continued payment of the Base Salary and monthly
payments of the Executive's Target Annual Bonus divided by twelve for (x)
36 months if such termination occurs on or prior to the second anniversary
of the Commencement Date, or (y) 24 months if such termination occurs
following the second anniversary of the Commencement Date (as applicable,
the "Severance Period"); and
(C) subject to Executive's continued compliance with the provisions
of Sections 8 and 9, continued coverage under the Company's health, dental
and life insurance programs for the Severance Period on the same basis as
such coverage is generally provided to active senior executives of the
Company, such continued coverage shall be without duplication of benefit
coverage provided under any other plan, program or arrangement of the
Company or its affiliates (including, without limitation, the Management
Retention Agreement) and, for the avoidance of doubt, Executive shall be
entitled to the continued coverage that is most favorable to Executive.
Following Executive's termination of employment by the Company without
Cause (other than by reason of Executive's death or Disability) or by
Executive's resignation for Good Reason, except as set forth in this Section
7(c)(iii) or in the Collateral Documents, Executive shall have no further rights
to any compensation or any other benefits under this Agreement.
d. Expiration of Employment Term.
(i) Election Not to Extend the Employment Term. In the event either
party elects not to extend the Employment Term pursuant to Section 1, unless
Executive's employment is earlier terminated pursuant to paragraphs (a), (b) or
(c) of this Section 7, Executive's termination of employment hereunder (whether
or not Executive continues as an employee of the Company thereafter) shall be
deemed to occur on the close of business on the day immediately preceding the
next scheduled Extension Date and, unless Executive continues as an employee of
the Company, Executive shall be entitled to receive the Accrued Rights.
Following such termination of Executive's employment hereunder as a
result of either party's election not to extend the Employment Term, except as
set forth in this Section 7(d)(i) or in the Collateral Documents, Executive
shall have no further rights to any compensation or any other benefits under
this Agreement.
(ii) Continued Employment Beyond the Expiration of the Employment Term.
Unless the parties otherwise agree in writing, continuation of Executive's
employment with the Company beyond the expiration of the Employment Term shall
be deemed an employment at-
7
will and shall not be deemed to extend any of the provisions of this Agreement
and Executive's employment may thereafter be terminated at will by either
Executive or the Company; provided that the provisions of Sections 8, 9 and 10
of this Agreement shall survive any termination of this Agreement or Executive's
termination of employment hereunder.
e. Notice of Termination. Any purported termination of employment by
the Company or by Executive (other than due to Executive's death) shall be
communicated by written Notice of Termination to the other party hereto in
accordance with Section 11(h) hereof. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of employment under the provision so indicated.
f. Board/Committee Resignation. Upon termination of Executive's
employment for any reason, Executive agrees to resign, as of the date of such
termination and to the extent applicable, from the Board (and any committees
thereof) and the Board of Directors (and any committees thereof) of any of the
Company's affiliates.
8. Non-Competition.
a. Executive acknowledges and recognizes the highly competitive nature
of the businesses of the Company and its affiliates and accordingly agrees as
follows:
(1) Except as otherwise expressly provided in Section 8(c), during the
Employment Term and, for a period of 2 years following the date Executive ceases
to be employed by the Company; provided, however, if Executive is terminated
without Cause or resigns for Good Reason on or prior to the second anniversary
of the Commencement Date, for a period of 3 years following the date Executive
ceases to be employed by the Company (the "Restricted Period"), Executive will
not, whether on Executive's own behalf or on behalf of or in conjunction with
any person, company, business entity or other organization whatsoever, directly
or indirectly solicit or assist in soliciting in competition with the Company,
the business of any client or prospective client:
(i) with whom Executive had personal contact or dealings on behalf of
the Company during the one year period preceding Executive's
termination of employment;
(ii) with whom employees reporting to Executive have had personal
contact or dealings on behalf of the Company during the one year
immediately preceding the Executive's termination of employment;
or
(iii) for whom Executive had direct or indirect responsibility during
the one year immediately preceding Executive's termination of
employment.
(2) Except as otherwise expressly provided in Section 8(c), during the
Restricted Period, Executive will not directly or indirectly:
(i) engage in any business that competes with the business of New SAC
or its subsidiaries (including, without limitation, businesses
8
which New SAC or its subsidiaries have specific plans to conduct
in the future and as to which Executive is aware of such
planning) in any geographical area which is within 100 miles of
any geographical area in which New SAC or its subsidiaries
conduct such business (a "Competitive Business");
(ii) enter the employ of, or render any services to, any person or
entity (or any division of any person or entity) who or which
engages in a Competitive Business;
(iii) acquire a financial interest in, or otherwise become actively
involved with, any Competitive Business, directly or indirectly,
as an individual, partner, shareholder, officer, director,
principal, agent, trustee or consultant; or
(iv) interfere with, or attempt to interfere with, business
relationships (whether formed before, on or after the date of
this Agreement) between New SAC or any of its subsidiaries and
customers, clients, suppliers, partners, members or investors of
New SAC or its subsidiaries.
(3) Notwithstanding anything to the contrary in this Agreement, Executive
may, directly or indirectly own, solely as an investment, securities of any
person engaged in the business of New SAC or its subsidiaries which are publicly
traded on a national or regional stock exchange or on the over-the-counter
market if Executive (i) is not a controlling person of, or a member of a group
which controls, such person and (ii) does not, directly or indirectly, own 5% or
more of any class of securities of such person.
(4) During the Restricted Period, Executive will not, whether on
Executive's own behalf or on behalf of or in conjunction with any person,
company, business entity or other organization whatsoever, directly or
indirectly:
(i) solicit or encourage any employee of New SAC or its subsidiaries
to leave the employment of New SAC or its subsidiaries; or
(ii) hire any such employee who was employed by New SAC or its
subsidiaries as of the date of Executive's termination of
employment with the Company or who left the employment of New SAC
or its subsidiaries coincident with, or within one year prior to
or after, the termination of Executive's employment with the
Company.
(5) During the Restricted Period, Executive will not, directly or
indirectly, solicit or encourage to cease to work with New SAC or its
subsidiaries any consultant then under contract with New SAC or its
subsidiaries.
b. It is expressly understood and agreed that although Executive and
the Company consider the restrictions contained in this Section 8 to be
reasonable, if a final judicial determination is made by a court of competent
jurisdiction that the time or territory or any other restriction contained in
this Agreement is an unenforceable restriction against
9
Executive, the provisions of this Agreement shall not be rendered void but shall
be deemed amended to apply as to such maximum time and territory and to such
maximum extent as such court may judicially determine or indicate to be
enforceable. Alternatively, if any court of competent jurisdiction finds that
any restriction contained in this Agreement is unenforceable, and such
restriction cannot be amended so as to make it enforceable, such finding shall
not affect the enforceability of any of the other restrictions contained herein.
c. Notwithstanding the foregoing, the restrictions on soliciting
clients or prospective clients set forth in Section 8(a)(1) and on engaging in
Competitive Businesses set forth in Section 8(a)(2) shall not apply to Executive
following the expiration of the Employment Term if the Employment Term is
terminated due to the Company's election not to extend the Employment Term
pursuant to Section 1, unless the Company elects in writing, in its sole
discretion, to pay Executive, following Executive's termination of employment
with the Company, the amounts set forth in Section 7(c)(iii) that would have
been payable to Executive in the event Executive's termination had been
terminated by the Company immediately prior to the expiration of the Employment
Term without Cause, in which case the provisions of Sections 8(a)(1) and 8(a)(2)
shall continue to apply.
9. Confidentiality; Inventions. Executive agrees to sign, and abide by the
terms of, the Company's standard At-Will Employment, Confidential Information
and Invention Assignment Agreement (the "Standard Agreement"), a copy of which
is attached hereto as Exhibit C and the terms of which are hereby incorporated
herein by reference and made a part of this Agreement; provided that (i) the
Company acknowledges that the provisions of the Standard Agreement regarding "at
will" employment shall not affect Executive's rights under this Agreement and
(ii) Executive acknowledges and agrees that to the extent any original works of
authorship which are made by Executive (solely or jointly with others) within
the scope of and during the period of Executive's employment with the Company
are deemed not to be "works made for hire," Executive hereby assigns the
copyright and all other intellectual property rights in such works to the
Company; provided further that the foregoing assignment shall not apply to
inventions, the assignment of which is prohibited by California Labor Code
Section 2870.
10. Specific Performance. Executive acknowledges and agrees that the
Company's remedies at law for a breach or threatened breach of any of the
provisions of Section 8 or Section 9 would be inadequate and the Company would
suffer irreparable damages ads a result of any such breach or threatened breach.
In recognition of this fact, Executive agrees that, in the event of such a
breach or threatened breach, in addition to any remedies at law, the Company,
without posting any bond, shall be entitled to obtain equitable relief in the
form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available
entitled and, in the case of any material breach of such provisions, to cease
making any payments or providing any benefit otherwise required by this
Agreement.
11. Miscellaneous.
a. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
b. Entire Agreement/Amendments.
10
(i) Except as otherwise provided in Section 11(b)(ii) below, this
Agreement contains the entire understanding of the parties with respect to the
employment of Executive by the Company, and this Agreement supercedes all prior
agreements and understandings (including verbal agreements) between Executive
and the Company and/or its affiliates regarding the terms and conditions of
Executive's employment with the Company and/or its affiliates. There are no
restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those
expressly set forth herein. This Agreement may not be altered, modified, or
amended except by written instrument signed by the parties hereto.
(ii) Nothing in this Agreement shall affect or in any manner otherwise
modify Executive's rights, benefits and entitlements under the Collateral
Documents; provided that this Agreement does supercede the provisions of the
Management Agreement dated as of March 29, 2000 among SAC and Executive which
described the material terms of an employment agreement to be entered into
between SAC and Executive (the "Management Agreement") and the provisions of the
Management Agreement referred to, or otherwise incorporated into, any of the
Collateral Documents.
c. No Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver of
such party's rights or deprive such party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.
d. Severability. In the event that any one or more of the provisions of
this Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not be affected thereby.
e. Assignment. This Agreement shall not be assignable by Executive.
This Agreement may be assigned by the Company to a person or entity which is an
affiliate or a successor in interest to substantially all of the business
operations of the Company. Upon such assignment, the rights and obligations of
the Company hereunder shall become the rights and obligations of such affiliate
or successor person or entity. The failure of any such affiliate or successor
person or entity to accept the assignment of the Company's obligations under
this Agreement (other than an assignment which occurs by operation of law) shall
constitute additional grounds for a resignation for Good Reason by Executive
under Section 7(c) of this Agreement.
f. Set Off The Company's obligation to pay Executive the amounts
provided and to make the arrangements provided hereunder shall be subject to
set-off, counterclaim or recoupment of amounts owed by Executive to the Company
or its affiliates
g. Successors; Binding Agreement. This Agreement shall inure to the
benefit of and be binding upon personal or legal representatives, executors,
administrators, successors, heirs, distributes, devises and legatees.
h. Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered by hand or overnight courier or
three days after it has been mailed by United States registered mail, return
receipt requested, postage prepaid, addressed to
11
the respective addresses set forth below Agreement, or to such other address as
either party may have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon receipt.
If to the Company:
Seagate Technology (US) Holdings, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
If to Executive:
To the most recent address of Executive set forth in the personnel
records of the Company.
i. Executive Representation. Executive hereby represents to the Company
that the execution and delivery of this Agreement by Executive and the Company
and the performance by Executive of Executive's duties hereunder shall not
constitute a breach of, or otherwise contravene, the terms of any employment
agreement or other agreement or policy to which Executive is a party or
otherwise bound.
j. Cooperation. Executive shall provide his reasonable cooperation in
connection with any action or proceeding (or any appeal from any action or
proceeding) which relates to events occurring during Executive's employment
hereunder. This provision shall survive any termination of this Agreement.
k. Withholding Taxes. The Company may withhold from any amounts payable
under this Agreement such Federal, state and local taxes as may be required to
be withheld pursuant to any applicable law or regulation.
l. Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
12
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
SEAGATE TECHNOLOGY (US) HOLDINGS, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary, General Counsel and
Senior Vice President
EXECUTIVE
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
EXHIBIT A
(DUTIES AND AUTHORITY)
Chief Executive Officer of New SAC, Seagate Technology Holdings and Seagate
Removable Storage Solutions Holdings and Chief Executive Officer, President and
Chief Operating Officer of Seagate Software (Cayman) Holdings with primary
responsibility for the management and oversight of the aforementioned entities
as well as the oversight of the investment activity of Seagate Technology
Investment Holdings LLC.
EXHIBIT B
(CURRENT BOARD/TRUSTEE MEMBERSHIPS)
Seagate Technology
Seagate Software
Veritas Software
e2open
Stanford Graduate School of Business Advisory Board
Shark Foundation Board
Board of Trustees for the Boys and Girls Club of America
EXHIBIT C
(STANDARD AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION AND
INVENTION ASSIGNMENT AGREEMENT)