Seagate 2003 Annual Report Download - page 120

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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.
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, 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.
920 Disc Drive
Scotts Valley, CA 95066
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 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, local and other taxes as may be required to be withheld pursuant to any applicable law or regulation.
l. Surviving Terms . The provisions of Sections 8, 9, 10 and 11 of this Agreement shall survive any termination of this
Agreement or Executive’s termination of employment hereunder.
m. 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.