Seagate 2008 Annual Report Download - page 128

Table of Contents
SEAGATE TECHNOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
14. Commitments (Continued)
Capital Expenditures —The Company's non-cancelable commitments for construction of manufacturing facilities and purchases of
equipment approximated $120 million at July 3, 2009.
15. Guarantees
Indemnifications to Officers and Directors
On May, 4 2009, the board of directors of the Company, as part of its ongoing review of form agreements the Company utilizes, approved a
new form of indemnification agreement (the "Revised Indemnification Agreement") for the officers and directors of the Company and its
subsidiaries (each, an "Indemnitee"), which will replace the Company's existing indemnification agreements.
The Revised Indemnification Agreement provides indemnification in addition to any of Indemnitee's indemnification rights under the
Company's Articles of Association, applicable law or otherwise, and indemnifies an Indemnitee for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts actually and reasonably incurred by him or her in any action or proceeding, including any action by or
in the right of the Company or any of its subsidiaries, arising out of his or her service as a director, officer, employee or agent of the Company or
any of its subsidiaries or of any other entity to which he or she provides services at the Company's request. However, an Indemnitee shall not be
indemnified under the Revised Indemnification Agreement for (i) any fraud or dishonesty in the performance of Indemnitee's duty to the
Company or the applicable subsidiary of the Company or (ii) Indemnitee's conscious, intentional or willful failure to act honestly, lawfully and in
good faith with a view to the best interests of the Company or the applicable subsidiary of the Company. In addition, the Revised
Indemnification Agreement provides that the Company will advance expenses incurred by an Indemnitee in connection with enforcement of the
Revised Indemnification Agreement or with the investigation, settlement or appeal of any action or proceeding against him or her as to which he
or she could be indemnified. The nature of the indemnification obligations prevents the Company from making a reasonable estimate of the
maximum potential amount it could be required to pay on behalf of its officers and directors. Historically, the Company has not made any
significant indemnification payments under such agreements and no amount has been accrued in the accompanying consolidated financial
statements with respect to these indemnification obligations.
The foregoing description of the Revised Indemnification Agreement is a general description only and is qualified in its entirety by
reference to the form of Revised Indemnification Agreement (see Exhibit Index).
Intellectual Property Indemnification Obligations
The Company has entered into agreements with customers and suppliers that include limited intellectual property indemnification
obligations that are customary in the industry. These guarantees generally require the Company to compensate the other party for certain
damages and costs incurred as a result of third party intellectual property claims arising from these transactions. The nature of the intellectual
property indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be
required to pay to its customers and suppliers. Historically, the Company has not made any significant indemnification payments under such
agreements and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification
obligations.
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