Seagate 2013 Annual Report Download - page 151

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.
SECTION 7. CONTINUATION OF EMPLOYMENT BENEFITS.
(a)
Health Plan Benefits Continuation .
(i)
Each Eligible Executive who is enrolled in a health, vision or dental plan sponsored by the Parent or a subsidiary
may be eligible to continue coverage (the “ Continued Coverage ”) under such health, vision or dental plan (or to convert to an individual
policy) under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”).
The Company will notify the individual of any such
right to continue health coverage at the time of termination. In the event that an Eligible Executive is not eligible to receive Continued Coverage
(either because such Eligible Executive is not enrolled in any plan sponsored by the Parent or its subsidiaries or because such
10
Eligible Executive will be covered by a statutory scheme for continued health, vision or dental coverage that will not be an obligation of the
Parent or its subsidiaries), it is understood and agreed that this Section 7(a) shall not be applicable to such Eligible Executive and, with respect to
a Termination Event occurring during a Change in Control Period, he or she shall not be eligible to receive the COBRA Premiums. For greater
certainty, no benefits shall be payable under this Section 7 to any Non-U.S. Eligible Executive.
(ii)
Subject to Sections 2(a), 6(f) and 8 hereof, solely in connection with the Continued Coverage triggered by a
Termination Event during a Change in Control Period, the Company or the Applicable Subsidiary will pay to the Eligible Executive a lump sum
cash payment in an amount equal to 2.0 times the before-tax annual cost of such Eligible Executive’s premiums to cover the Eligible Executive
and his or her eligible dependents, if any, in effect as of the Termination Event (the “ Continued Coverage Payment ”). The Continued
Coverage Payment will include the coverage premium cost of an Eligible Executive’s dependents if, and only to the extent that, such dependents
were enrolled in a health, vision or dental plan sponsored by the Parent or a subsidiary prior to the Eligible Executive’s Termination Date. No
provision of this Plan will affect the continuation coverage rules under COBRA or any other applicable law. Therefore, the period during which
an Eligible Executive must elect to continue the Parent’s or a subsidiary’s group medical, vision or dental coverage at his or her own expense
under COBRA or other applicable law, the length of time during which Continued Coverage will be made available to the Eligible Executive,
and all other rights and obligations of the Eligible Executive under COBRA or any other applicable law (except the obligation to pay the
Continued Coverage Payment) will be applied in the same manner that such rules would apply in the absence of this Plan. It is expressly
understood and agreed that the Eligible Executive will be solely responsible for the entire payment of premiums required under COBRA or other
applicable law.
(b)
Other Employee Benefits . All non-health benefits (such as life insurance and disability coverage) terminate as of the
Eligible Executive’s Termination Date (except to the extent that any conversion privilege is available thereunder).
SECTION 8. EXCISE TAXES
(a)
In the event that any benefits payable to an Eligible Executive pursuant to this Plan or pursuant to any other plan, agreement
or arrangement (“ Payments ”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this
Section 8 would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “ Excise Tax ”),
then the Eligible Executive
’
s payments hereunder shall be either (a) provided to the Eligible Executive in full, or (b) provided to the Eligible