Seagate 2008 Annual Report Download - page 186

Based on these recitals, the Parties agree as follows:
Terms
1.
Upon his execution of this Agreement, Executive will tender to Kenneth M. Massaroni, Seagate’s General Counsel, his
written resignation as a Division President of Seagate Technology effective July 3, 2009 (the “Resignation Date”). Executive’
s resignation letter
shall be in the form attached hereto as Exhibit “A”. Executive will also, as requested, tender his resignation from all officer or director positions
that he may hold with Seagate Technology or any of its subsidiaries and affiliates, with the effective dates of these resignations to be as
designated by Seagate; Executive agrees that he will cooperate with Seagate in facilitating preparation of and signing any documentation that
may reasonably be required in connection with formalizing such officer or director resignations. On the Resignation Date, Seagate shall pay
Executive all unpaid wages owed through such date.
2. For a period of five years following the Resignation Date, Executive will comply, at Seagate’s sole cost, with any reasonable
request by Seagate or its attorneys to assist and/or cooperate in connection with any pending or future claim, negotiation, litigation, investigation,
administrative proceeding or other dispute involving Seagate or any of its affiliates. Seagate will reimburse Executive for all reasonable,
approved out-of-
pocket expenses incurred in providing such assistance, including reasonable travel expenses directly incurred in connection with
such assistance and/or cooperation.
3.
Executive acknowledges that he has had access to highly sensitive Seagate confidential, proprietary and/or trade secret
information, and agrees he shall not, either before the Resignation Date or thereafter, disclose to any person or entity any Seagate confidential,
proprietary and/or trade secret information, whether directly or indirectly, or use such information in any way except in the course of providing
services for Seagate, as authorized in writing by Seagate, or as required to be disclosed by applicable law. Executive acknowledges and agrees
that his duties and obligations under the Seagate At-Will Employment, Confidential Information, and Invention Assignment Agreement (other
than the paragraph thereof entitled “Arbitration” which is hereby deleted from such agreement and shall be of no further force or effect) shall
remain in full force and effect and that he will adhere to them. Executive acknowledges that he may not disclose to any person or entity any
Seagate confidential, proprietary and/or trade secret information, whether directly or indirectly, after termination of his employment except in the
course of providing services for Seagate, as authorized in writing by Seagate, or as required to be disclosed by applicable law. Executive further
acknowledges that such information includes, but is not limited to, formulae, customer lists, patterns, devices, inventions, processes,
compilations of information, files, records, documents, drawings, specifications, and equipment
4.
Executive acknowledges and affirms that he has returned to Seagate, or will return to Seagate on the Effective Date: (i) all
documents, records, procedures, books, notebooks and other documentation in any form whatsoever, including but not limited to written, audio,
video or electronic, containing any information pertaining to Seagate, including any and all copies of such documentation then in Executive’s
possession or control, regardless of whether such documentation was prepared or compiled by Executive, Seagate, other employees of Seagate or
any of their respective
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