Seagate 2012 Annual Report Download - page 150

Notwithstanding anything to the contrary in this Plan, an Eligible Executive may, directly or indirectly own, solely as a passive investment,
securities of any person engaged in the business of the Parent or its subsidiaries which are actively traded on a public securities market
(including the OTCBB and similar over-the-counter market) if such Eligible 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 such actively traded securities of such
person.
(b)
Non-Solicitation of Clients . During the Restrictive Covenant Period, an Eligible Executive will not, whether on such
Eligible Executive’s own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever,
directly or indirectly solicit or assist in soliciting in competition with the Parent or its subsidiaries, the business of any client or prospective
client: (i)
with whom such Eligible Executive had personal contact or dealings on behalf of the Parent during the one year
period preceding such Eligible Executive’s Termination Date;
(ii)
with whom employees reporting to such Eligible Executive have had personal contact or dealings on behalf of the
Parent during the one year immediately preceding such Eligible Executive’s Termination Date; or
(iii)
for whom such Eligible Executive had direct or indirect responsibility during the one year immediately preceding
such Eligible Executive’s Termination Date.
(c)
Non-Solicitation of Employees and Consultants . During the Restrictive Covenant Period, an Eligible Executive will not,
whether on such Eligible 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 the Parent or its subsidiaries to leave the employment of the Parent or its
subsidiaries; or
(ii)
encourage to cease to work with the Parent or its subsidiaries any consultant then under contract with the Parent or
its subsidiaries.
(d)
During the term of an Eligible Executive’s employment with the Parent or its subsidiaries, such Eligible Executive will have
access to and become acquainted with the Parent’s and its subsidiaries’ confidential and proprietary information, including but not limited to,
information or plans regarding the Parent’s and its subsidiaries’ customer relationships, personnel or sales, marketing and financial operations
and methods, trade secrets, formulas, devices, secret inventions, processes and other compilations of information, records and specifications
(collectively, “ Proprietary Information ”). An Eligible Executive shall not at any time disclose any of the Parent’s or its subsidiaries’
Proprietary Information, directly or indirectly, or use it in any way
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except in the course of performing services for the Parent and its subsidiaries, as authorized in writing by the Parent or as required to be
disclosed by applicable law. All files, records, documents, computer-recorded information, drawings, specifications, equipment and similar
items relating to the business of the Parent or its subsidiaries, whether prepared by an Eligible Executive or otherwise coming into such Eligible
Executive’s possession, shall remain the exclusive property of the Parent or its subsidiaries, as the case may be. Notwithstanding the foregoing,
Proprietary Information shall not include information that is or becomes generally public knowledge other than as a result of a breach of this
Section 6(d) or any obligation that the Eligible Executive has to protect the confidentiality of the Proprietary Information of the Parent and its
subsidiaries.
(e)
It is expressly understood and agreed that although each Eligible Executive, the Parent and its subsidiaries consider the
restrictions contained in the Covenants 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 the Covenants is an unenforceable restriction against an Eligible Executive, for which
injunctive relief is unavailable, the provisions of the Covenants 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. Furthermore,
such a determination shall not limit the Company’s or an Applicable Subsidiary’s ability to cease providing payments or benefits due during the
remainder of any Restrictive Covenant Period or to seek recovery of any prior payments or benefits made hereunder, if applicable, unless a court
of competent jurisdiction has expressly declared that action to be unlawful. Alternatively, if any court of competent jurisdiction finds that any
restriction contained in the Covenants 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 in the Covenants or other provisions of this Plan.
(f)
All benefits payable to an Eligible Executive are contingent upon his or her full compliance with the foregoing obligations
during the Restrictive Covenant Period. Accordingly, if the Eligible Executive, at any time, violates any Covenants, any proprietary information
or confidentiality obligation to the Parent or any of its subsidiaries (including Section 6(d) above), including his or her obligations under the
applicable At-Will Employment, Confidential Information and Invention Assignment Agreement (or any such similar agreement), or any other
obligations under this Plan, (i) any remaining payments or benefits due under this Plan will terminate immediately following written notice from
the Company of such violation and (ii) to the maximum extent permitted by applicable law, if the Eligible Executive has received any benefits
under the Plan prior to the date of such written notice, the Eligible Executive shall deliver to the Parent or the Applicable Subsidiary, within 30
days, an amount equal to the aggregate of all such benefits.