Seagate 2003 Annual Report Download - page 119

9. Confidentiality; Inventions . Executive agrees to sign (if not already executed), 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 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 as 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 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 .
(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 supersedes all prior agreements and understandings
(including the Original Employment Agreement and any 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.
(ii) Except for the provisions set forth in Section 3 of this Agreement, 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
supersede the provisions of the Original Employment Agreement and the Management Participation Agreement dated as of March 29, 2000
among SAC and Executive, which was previously superceded by the Original Employment Agreement, and 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.