0000950134-05-010023 Sample Contracts

MAXTOR CORPORATION RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 13th, 2005 • Maxtor Corp • Computer storage devices

On the Grant Date and subject to the terms set forth below, you were granted an award of Restricted Stock Units (the “Award”) pursuant to the Maxtor Corporation Restricted Stock Unit Plan (the “Plan”). In consideration of the [grant to you by the Committee, effective March 14, 2005, of certain equity incentives] [payment by the Company to you of an amount in cash], you and the Company hereby agree that, effective as of March 14, 2005, the Award shall be subject to the terms and conditions of the Plan, as amended and restated by the Committee effective March 7, 2005 (the “Restated Plan”).

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NONSTATUTORY STOCK OPTION AGREEMENT UNDER THE MAXTOR CORPORATION AMENDED AND RESTATED 1996 STOCK OPTION PLAN
Nonstatutory Stock Option Agreement • May 13th, 2005 • Maxtor Corp • Computer storage devices • California

THIS NONSTATUTORY STOCK OPTION AGREEMENT (the “Agreement”), dated as of ___, is entered into between Maxtor Corporation and the individual identified in the Notice of Grant of Stock Options and Grant Agreement (the “Notice”) attached hereto as Exhibit A (the “Optionee”).

MAXTOR CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 13th, 2005 • Maxtor Corp • Computer storage devices • California

You have been granted an award of Restricted Stock Units (the “Award”) pursuant to the Maxtor Corporation Restricted Stock Unit Plan (the “Plan”), as follows:

RESTATED AGREEMENT TO PARTICIPATE IN THE MAXTOR CORPORATION EXECUTIVE RETENTION AND SEVERANCE PLAN Adopted October 30, 2003 Amended and Restated Effective March 7, 2005
Initial Agreement • May 13th, 2005 • Maxtor Corp • Computer storage devices

Pursuant to an Agreement to Participate (the “Initial Agreement”) in the Maxtor Corporation Executive Retention and Severance Plan (the “Plan”) between the undersigned employee and Maxtor Corporation, executed on ___, 200___, the undersigned employee became a Participant in the Plan. The undersigned employee and the Company now wish to restate the Initial Agreement in the form of this Restated Agreement (the “Restated Agreement”) to Participate in the Maxtor Corporation Executive Retention and Severance Plan in order to incorporate by reference herein the provisions of the Plan as amended and restated by the Committee, effective March 7, 2005 (the “Restated Plan”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned such terms by the Restated Plan.

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