Seagate 2012 Annual Report Download - page 149

to the same terms and limitations as set forth in the option award agreement applicable to a termination without Cause.
(iii)
Unless otherwise required by applicable law, in no event shall payment of any Plan benefit be due prior to the
Eligible Executive’s Payment Confirmation Date, and any payment shall be deemed to be timely made if paid within twenty (20) business days
of such date.
(iv)
Notwithstanding anything to the contrary in this Section 5(a), except for a Termination Event occurring during a
Change in Control Period, the Plan Administrator may, in its sole discretion, determine an alternate payment schedule for any reason, provided
that any such amendment does not give rise to additional taxation under Section 409A of the Code.
(b)
Subject to compliance with Section 409A of the Code and other applicable law, if an Eligible Executive is indebted to the
Parent or any subsidiary at his or her Termination Date, the Parent and its subsidiaries reserve the right to offset any severance payments under
the Plan by the amount of such indebtedness.
SECTION 6. ELIGIBLE EXECUTIVE COVENANTS
Severance benefits payable under the Plan are subject to the following covenants made by each Eligible Executive (the “ Covenants ”),
the scope and applicability of which covenants shall be as set forth in the Release and Covenant Documents, but in any event shall not be
substantially greater than as set forth in this Section 6:
(a)
Non-Competition . During the Restrictive Covenant Period, an Eligible Executive will not directly or indirectly:
(i)
engage in any business that competes with the business of the Parent or its subsidiaries (including, without
limitation, any businesses which the Parent or its subsidiaries have specific plans to conduct in the future and as to which such Eligible
Executive is aware of such planning) in any geographical area in which the Parent 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
Plan) between the Parent or any of its subsidiaries and customers, clients, suppliers, partners, members or investors of the Parent or its
subsidiaries.
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