Exhibit 10.2(c)
EMPLOYMENT AGREEMENT
XXXXXXX X. XXXXXXX
EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 2, 2001 by
and between Seagate Technology (US) Holdings, Inc., a Delaware corporation (the
"Company") , and Xxxxxxx X. Xxxxxxx (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") and the
Chief Executive Officer of the Company. 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 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 $850,000, 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.
2
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
3
of total or partial incapacity due to physical or mental illness), (B)
embezzlement or theft by 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.
4
(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.
5
(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
either (x) the lesser of (1) 24 months or (2) until the fourth anniversary
of the Commencement Date, if such termination occurs on or prior to the
third anniversary of the Commencement Date, or (y) 12 months if such
termination occurs following the third 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.
6
(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-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 equal to (x) the lesser of (A) 2 years
following the date Executive ceases to be employed by the Company or (B) until
the fourth anniversary of the Commencement Date, if Executive's termination of
employment occurs on or prior to the third anniversary of the Commencement Date
or (y) 1 year following the date Executive ceases to be employed by the Company,
if Executive's termination of employment occurs following the third anniversary
of the Commencement Date (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.
7
(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 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.
8
(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 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
9
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.
---------------------------
(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.
10
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 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
000 Xxxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
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.
11
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/ Xxxxxxx Xxxxx
-------------------------------------
By: Xxxxxxx Xxxxx
Title: Chief Executive Officer
EXECUTIVE
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
12
EXHIBIT A
(Duties and Authority)
President and Chief Operating Officer of New SAC and Seagate Technology Holdings
with primary responsibility for the management and oversight of the operation of
Seagate Technology Holdings, in particular, Seagate Technology HDD Holdings.
13
EXHIBIT B
(Current Board/Trustee Memberships)
Iolon, a Seagate Technology Investment Holdings LLC investment
Cache Vision, a Seagate Technology Investment Holdings LLC investment
Candescent Inc.
14
EXHIBIT C
(Standard At-Will Employment, Confidential Information and Invention Assignment
Agreement)
15
