Seagate 2008 Annual Report Download - page 189

release, which, if known to him or her, must have materially affected his or her settlement with the debtor .”
9.
Executive agrees that he will not file or cause to be filed any action, complaint, suit, claim, charge or motion with any
governmental agency, court or tribunal relating to any claim within the scope of the general release set forth in Paragraph 7. Executive
represents and warrants that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any action,
complaint, suit, claim, charge or motion against any Released Party with any governmental agency, court or tribunal. Executive represents and
warrants that he has not assigned any claim released herein, or authorized any other person to assert any such claim on his behalf. Executive
agrees that he will not voluntarily assist any person in bringing or pursuing, or preparing to bring or pursue, any action, complaint, suit, claim,
charge or motion against Seagate or any of its affiliates or any Released Party, except as may be specifically required pursuant to a subpoena or
to the extent compelled to do so by law, and in such event, shall notify Seagate in writing in the same manner as set forth in Recital C above as
soon as such circumstances come to the attention of Executive.
10.
Executive agrees that for a period of one year following the Resignation Date he will not, whether on Executive’s own behalf
or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly:
(a)
solicit or encourage any employee of Seagate, its parents, subsidiaries, or affiliates (the “Company”) to
leave the employment of the Company; or
(b) encourage to cease to work with the Company any consultant then under contract with the Company.
Executive and Seagate: (i) intend that this Paragraph 10 be and become valid and enforceable, (ii) acknowledge and agree that the
provisions of this Paragraph 10 are reasonable and necessary to protect the legitimate interests of the business of the Company and (iii) agree that
the violation of any provisions of this Paragraph 10 might result in irreparable injury to the Company, the exact amount of which would be
difficult to ascertain and the remedies at law for which may not be reasonable or adequate compensation to the Company for such a violation.
Executive agrees that if he violates or threatens to violate any provisions this Paragraph 10, in addition to any other remedy which may be
available at law or in equity, including, but not limited to, the cessation of any payments or benefits to be provided to this Agreement, the
Company shall be entitled to seek specific performance and injunctive relief, and without the necessity of proving actual damages.
11.
All taxes that are required by law to be paid by Executive in connection with this Agreement will be his sole responsibility
and Executive agrees that Seagate will have no responsibility whatsoever with respect to these taxes, except as to legally required reporting and
withholding obligations.
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