Seagate 2013 Annual Report Download - page 150

(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.
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 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,
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