Seagate 2003 Annual Report Download - page 118

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(ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or
ST during the one year immediately preceding Executive’s termination of employment; or
(iii) for whom Executive had direct or indirect responsibility for the benefit of either the Company or ST during the
one year immediately preceding Executive’s termination of employment.
(2) 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.
(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.