Seagate 2003 Annual Report Download - page 117

Reason” under the Original Employment Agreement or the Collateral Documents or will otherwise entitle Executive to any payment or benefit
under the Collateral Documents or Section 7 of the Original Employment Agreement (except for additional vesting based on continued service
under the terms of any stock options or restricted stock awards granted to Executive).
4. Base Salary . During the period commencing at the Commencement Time and ending on the date that Executive is no longer
employed by the Company or ST in any capacity (“Employment Term”), the Company shall pay Executive a base salary at the annual rate of
one dollar ($1.00) (“Base Salary”). Since Executive shall continue to serve as an employee of ST, Executive shall not be eligible to receive any
cash compensation, including any cash retainer or meeting fees, payable to members of the Board who are not employees of ST.
5. Employee Benefits/Equity Awards . During the Employment Term, Executive shall be provided with health, life and disability
insurance benefits pursuant to the terms of the Company’s various benefit plans, as listed on Exhibit B hereto. Since Executive shall continue
to serve as an employee of ST, under the terms of the ST 2001 Share Option Plan (“Plan”), Executive shall not be eligible to receive automatic
equity compensation awards as a “nonemployee director”.
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 or no 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. 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.
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. Except for the provisions set forth in Section 3 of this Agreement, nothing in this Agreement shall affect or otherwise modify
Executive’s rights, benefits or entitlements under (i) his Restricted Share Agreement with Suez Acquisition Company (Cayman) Limited
(“SAC”) dated November 22, 2000, (ii) the Management Retention Agreement between Executive and Seagate Technology, Inc. (“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 (iii) any stock option agreements or restricted share
agreements and the awards subject to such agreements which have been, and may be, awarded to Executive (collectively, the “Collateral
Documents”).
8. Non-Competition .
a. Executive acknowledges and recognizes the highly competitive nature of the businesses of ST, the Company and its
affiliates and accordingly agrees as follows:
(1) During the Employment Term and for a period of 2 years following the date Executive ceases to be employed by ST (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 or ST, the
business of any client or prospective client:
(i) with whom Executive had personal contact or dealings on behalf of the Company or ST during the one year period
preceding Executive
’
s termination of employment;