Seagate 2010 Annual Report Download - page 267

information as may be reasonably requested in availing Shareholder of any rule or regulation of the SEC which permits the selling of any
securities without Registration or pursuant to Form S-3.
ARTICLE V
BOARD DESIGNATION RIGHTS
Section 5.1.
Board Designation Rights.
(a)
From and after the Closing and so long as Shareholder (together with its Affiliates) holds at least seven percent (7%)
of the Voting Securities, Shareholder shall have the right to designate one director to the Board, who shall, unless otherwise consented to in
writing by Company, at all times be a current executive officer or current employee of Shareholder (except for any current executive officer or
current employee of Shareholder as of the date hereof who subsequently resigns from or otherwise leaves his or her position or employment with
Shareholder), to be nominated by Company to serve as a member of the Board (the “ Shareholder Nominated Director ”) and Company shall
nominate such designee as a member of the Board. In the event that Shareholder and its Affiliates shall hold less than seven percent (7%) of the
Voting Securities, any director of the Board who was theretofore designated by Shareholder (or its Affiliate) and elected or appointed to the
Board pursuant to Section 5.1(b) shall promptly offer to resign from the Board, effective immediately.
(b)
Company shall, to the extent permitted by applicable Laws and the articles of association of Company, take all action
necessary to cause the individuals so designated by Shareholder (or its Affiliate, as applicable) to be elected or appointed to the Board, including
(at the election of Company) either by increasing the size of the Board or by seeking and accepting or otherwise securing the resignations of such
number of then incumbent directors as is necessary to enable the individuals so designated by Shareholder (or its Affiliate, as applicable) to be
elected or appointed to the Board.
(c) Company shall reimburse the Shareholder Nominated Director for his or her out-of-pocket expenses incurred in
connection with his or her participation as a member of the Board in a manner consistent with Company’s policies for reimbursing such
expenses of the members of the Board. Company shall indemnify the Shareholder Nominated Director to the same extent it indemnifies its other
directors pursuant to its articles of association and other organizational documents and applicable law.
(d)
Company shall maintain in full force and effect director and officer liability insurance covering the directors and
officers of Company with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under
Company’s policies existing as of the date of this Agreement. Company shall use its commercially reasonable efforts to maintain Company’s
articles of association and other organizational documents to require Company to indemnify its directors and officers to the fullest extent
permitted by law.
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