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SECOND AMENDED AND RESTATED SEAGATE TECHNOLOGY EXECUTIVE SEVERANCE AND CHANGE IN CONTROL (CIC) PLAN

Change of Control Agreement

SECOND AMENDED AND RESTATED SEAGATE TECHNOLOGY EXECUTIVE SEVERANCE AND CHANGE IN CONTROL (CIC) PLAN | Document Parties: SEAGATE TECHNOLOGY You are currently viewing:
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SEAGATE TECHNOLOGY

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Title: SECOND AMENDED AND RESTATED SEAGATE TECHNOLOGY EXECUTIVE SEVERANCE AND CHANGE IN CONTROL (CIC) PLAN
Date: 7/31/2009
Industry: Computer Storage Devices     Sector: Technology

SECOND AMENDED AND RESTATED SEAGATE TECHNOLOGY EXECUTIVE SEVERANCE AND CHANGE IN CONTROL (CIC) PLAN, Parties: seagate technology
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Exhibit 10.2

SECOND AMENDED AND RESTATED

SEAGATE TECHNOLOGY EXECUTIVE SEVERANCE AND CHANGE IN CONTROL

(CIC) PLAN

SECTION 1. INTRODUCTION.

THE SECOND AMENDED AND RESTATED SEAGATE TECHNOLOGY EXECUTIVE SEVERANCE AND CHANGE IN CONTROL (CIC) PLAN (the “ Plan ” or “ Severance and CIC Plan ”) was originally approved by the Board of Directors of SEAGATE TECHNOLOGY (the “ Company ”) on August 21, 2008 as the Seagate Technology Executive Officer Severance and Change in Control (CIC) Plan, and became effective on September 1, 2008. The Plan was first amended and restated by the Plan Administrator on April 29, 2009, and was subsequently amended and restated in the form set forth herein by the Plan Administrator on July 29, 2009 to be effective August 1, 2009. The purpose of the Plan is to provide for the payment of severance benefits to certain eligible executives of the Company in the event their employment with the Company and any Applicable Subsidiary (as defined herein), as applicable, is terminated involuntarily, as provided herein, and to encourage such executives to continue as employees of the Company or an Applicable Subsidiary, as the case may be, in the event of a Change in Control (as defined herein). Except as otherwise stated herein, this Plan shall supersede any severance benefit plan, policy or practice previously maintained by the Company (including, without limitation, the provisions of any employment agreement between any Eligible Executive and the Company or any Applicable Subsidiary). This Plan document also is the Summary Plan Description for the Plan.

SECTION 2. ELIGIBILITY FOR BENEFITS.

(a) General Rules . Subject to the requirements set forth in this Section, the Company will grant severance benefits under the Plan to each Eligible Executive.

(i) “ Potential Eligible Executive ” refers to all executives employed by the Company or any Applicable Subsidiary with the Level (as defined below) of vice president or more senior selected to participate in this Plan as indicated in the Benefits Schedules attached hereto. An “ Eligible Executive ” is any Potential Eligible Executive, other than those excluded under this Section 2, whose employment with the Company or any Applicable Subsidiary is either (A) voluntarily terminated for Good Reason (as defined herein) or (B) involuntarily terminated for a reason other than Cause (as defined herein) (collectively, a “ Termination Event ”). In addition, other than during a period beginning on the date of the occurrence of a Change in Control and ending at the end of the Change in Control Period with respect to such Change in Control, a Potential Eligible Executive must be designated by the Plan Administrator as an Eligible Executive. Additionally, an Eligible Executive shall be eligible for additional benefits under this Plan if the Termination Event occurs during the Change in Control Period (as defined herein). For the avoidance of doubt, a Potential Eligible Executive who is involuntarily terminated for Cause shall not be eligible for benefits under this Plan.


(ii) In order to be eligible to receive benefits under the Plan, in addition to meeting the requirements of an “Eligible Executive” set forth in Section 2(a)(i) above, an Eligible Executive must execute within 45 days of the Eligible Employee’s receipt thereof (A) a general waiver and release on the form provided by the Company and (B) an agreement containing certain covenants on the form provided by the Company and covering the matters set forth in Section 6 of this Plan, the scope and applicability of which covenants shall be determined by the Plan Administrator in its sole discretion (collectively, the “ Release and Covenant Documents ”).

(iii) Any Termination Event that triggers the payment of benefits under this Plan must occur during the term of this Plan as specified in Section 9(b); provided that in any event eligibility for benefits shall continue until the expiration of a Change in Control Period (as defined below) if a Change in Control Period commences prior to the time that the Plan is in effect.

(b) Exceptions . A Potential Eligible Executive who otherwise is an Eligible Executive will not receive benefits under the Plan in any of the following circumstances:

(i) The Potential Eligible Executive is involuntarily terminated for any reason other than a reason specified in Section 2(a)(i).

(ii) The Potential Eligible Executive voluntarily terminates employment with the Company either (A) for a reason other than Good Reason or (B) for no reason. Voluntary terminations include, but are not limited to, death, Disability, resignation, retirement, or failure to return from a leave of absence on the scheduled date.

SECTION 3. DEFINITIONS.

Capitalized terms used in this Plan, unless defined elsewhere in this Plan, shall have the following meanings:

(a) Accrued Bonus Funding means the funding of the Bonus Plan as a percent of target funding as approved by the Plan Administrator quarterly based on actual Company performance versus pre-determined targets, as follows:

(i) Q1 Accrued Bonus Funding means the Accrued Bonus Funding as determined by the Plan Administrator with respect to the first quarter of the Company’s applicable fiscal year (i.e., following the release of the Company’s first quarter earnings results, but prior to the release of the Company’s second quarter earnings results).

(ii) Q2 Accrued Bonus Funding means the Accrued Bonus Funding as determined by the Plan Administrator with respect to the second quarter of the Company’s applicable fiscal year (i.e., following the release of the Company’s second quarter earnings results, but prior to the release of the Company’s third quarter earnings results).

 

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(iii) Q3 Accrued Bonus Funding means the Accrued Bonus Funding as determined by the Plan Administrator with respect to the third quarter of the Company’s applicable fiscal year (i.e., following the release of the Company’s third quarter earnings results, but prior to the release of the Company’s fourth quarter earnings results).

(iv) Q4 Accrued Bonus Funding means the Accrued Bonus Funding as determined by the Plan Administrator with respect to the fourth quarter of the Company’s applicable fiscal year (i.e., following the release of the Company’s fourth quarter earnings results).

For the purposes of this Plan, the Accrued Bonus Funding for a given fiscal year or any portion thereof may not exceed 100% of target funding, even if the Plan Administrator has determined that the funding of the Bonus Plan shall accrue at a higher percentage.

(b) Applicable Subsidiary means all subsidiaries of the Company included on Schedule A attached hereto.

(c) Beneficial Owner means the definition given in Rule 13d-3 promulgated under the Exchange Act.

(d) Board means the Board of Directors of the Company.

(e) Bonus Plan means the Company’s Executive Officer Performance Bonus Plan, the Executive Performance Bonus Plan or similar cash incentive bonus plan adopted by the Company as a successor to one or more of the previously listed bonus plans from time to time. For the avoidance of doubt, one-time bonuses paid by the Company to a Potential Eligible Executive that are not paid under one of the bonus plans described in the preceding sentence shall not be treated as cash incentive bonuses and therefore shall be excluded from the definition of “Accrued Bonus Funding,” “Pro Rata Bonus” and “Target Bonus” for purposes of this Plan. Examples of such one-time bonuses are sign-on bonuses, special recognition bonuses and guaranteed bonuses. For purposes of this Plan, no Eligible Executive shall be treated as participating in more than one Bonus Plan on the date of a Termination Event. In the unlikely event that an Eligible Executive is participating in more than one cash incentive bonus plan that would otherwise qualify as a Bonus Plan but for the preceding sentence, the cash incentive bonus plan that would produce the largest payment under the terms of this Plan shall be treated as the Bonus Plan for such Eligible Executive.

(f) Cause means (i) a Potential Eligible Executive’s continued failure to substantially perform the material duties of his or her office (other than as a result of total or partial incapacity due to physical or mental illness), (ii) embezzlement or theft by a Potential Eligible Executive of the Company’s property, (iii) the commission of any act or acts on a Potential Eligible Executive’s part resulting in the conviction of such Potential Eligible Executive of a felony under the laws of the United States or any state or foreign jurisdiction, (iv) a Potential Eligible Executive’s willful malfeasance or willful misconduct in connection with such Potential Eligible Executive’s duties to Company or any of its subsidiaries or affiliates or any other act or omission which is materially injurious to the financial condition or

 

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business reputation of the Company or any of its subsidiaries or affiliates, or (v) a material breach by a Potential Eligible Executive of any of the material provisions of (A) this Plan, (B) any non-compete, non-solicitation or confidentiality provisions to which such Potential Eligible Executive is subject or (C) any policy of the Company or any of its subsidiaries or affiliates to which such Potential Eligible Executive is subject. However, no termination shall be deemed for Cause under clause (i), (iv) or (v) unless the Potential Eligible Executive is first given written notice by the Company of the specific acts or omissions which the Company deems constitute grounds for a termination for Cause, is provided with at least 30 days after such notice to cure the specified deficiency and fails to substantially cure such deficiency within such time frame to the satisfaction of the Plan Administrator.

(g) Change in Control means the occurrence of any of the following events:

(i) The sale, exchange, lease or other disposition of all or substantially all of the assets of the Company to a person or group of related persons, as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act, that will continue the business of the Company in the future;

(ii) A merger, consolidation or similar transaction involving the Company and at least one other entity in which the voting securities of the Company owned by the shareholders of the Company immediately prior to such merger, consolidation or similar transaction do not represent, after conversion if applicable, more than fifty percent (50%) of the total voting power of the surviving controlling entity outstanding immediately after such merger, consolidation or similar transaction; provided that any person who (1) was a Beneficial Owner of the voting securities of the Company immediately prior to such merger, consolidation or similar transaction, and (2) is a Beneficial Owner of more than 20% of the securities of the Company immediately after such merger, consolidation or similar transaction, shall be excluded from the list of “shareholders of the Company immediately prior to such merger, consolidation or similar transaction” for purposes of the preceding calculation;

(iii) Any person or group is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company (including by way of merger, consolidation or otherwise);

(iv) During any period of two consecutive years, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board then in office; or

(v) A dissolution or liquidation of the Company.

(h) Change in Control Period means the following:

 

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(i) if the Change in Control is preceded by the Company’s entry into a definitive agreement regarding the Change in Control, the period beginning on the date that the Company enters into a definitive agreement with respect to a Change in Control and ending on the date that is 24 months following the effective date of the Change in Control that is the subject of such definitive agreement; and

(ii) if the Change in Control is not preceded by the Company’s entry into a definitive agreement regarding the Change in Control, the period beginning on the date of the applicable triggering event set forth in Section 3(g) above and ending 24 months after the date of such triggering event.

For the avoidance of doubt, no enhanced benefits payable to an Eligible Executive due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control.

(i) Code means the Internal Revenue Code of 1986, as amended. Any specific reference to a section of the Code shall be deemed to include any regulations and other Treasury Department guidance promulgated thereunder.

(j) Company means Seagate Technology, an exempted limited liability company incorporated under the laws of the Cayman Islands, and any successor as provided in Section 9(c) hereof.

(k) Disability means the physical or mental incapacitation such that for a period of six consecutive months or for an aggregate of nine months in any 24-month consecutive period, a Potential Eligible Executive is unable to substantially perform his or her duties. Any question as to the existence of that Potential Eligible Executive’s physical or mental incapacitation as to which the Potential Eligible Executive or the Potential Eligible Executive’s representative and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Potential Eligible Executive and the Company. If the Potential Eligible Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of “Disability” made in writing to the Company and the Potential Eligible Executive shall be final and conclusive for all purposes of the benefits under this Plan.

(l) Exchange Act means the Securities Exchange Act of 1934, as amended.

(m) Good Reason means a Potential Eligible Executive’s resignation of his or her employment with the Company or an Applicable Subsidiary as a result of the occurrence of one or more of the following actions, which such action or actions remain uncured for at least 30 days following written notice from such Potential Eligible Executive to the Company describing the occurrence of such action or actions and asserting that such action or actions constitute grounds for a Good Reason resignation which notice must be provided by the Potential Eligible Executive no later than 90 days after the initial existence of such condition, provided that such resignation occurs no later than 60 days after the expiration of the cure period: (i) without such Potential Eligible Executive’s express written consent, any material diminution in the level of

 

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such Potential Eligible Executive’s authority or duties; (ii) without such Potential Eligible Executive’s express written consent, a reduction of 10% or more in the level of the base salary or employee benefits to be provided to such Potential Eligible Executive, other than a reduction implemented with the consent of such Potential Eligible Executive or a reduction that is equivalent to reduction in base salaries and/or employee benefits, as applicable, imposed on all other executives of the Company at a similar level within the Company; (iii) the relocation of such Potential Eligible Executive to a principal place of employment that increases such Potential Eligible Executive’s one-way commute by more than 50 miles from such Potential Eligible Executive’s current principal place of employment, without such Potential Eligible Executive’s express written consent; or (iv) the failure of any successor to the business of the Company or to substantially all of the assets and/or business of the Company to assume the Company’s obligations under this Plan as required by Section 9(c).

(n) IRS means the Internal Revenue Service.

(o) Level means an executive’s level or title as designated by the Plan Administrator in its sole discretion and in accordance with this Plan as in effect on the Termination Date (or if greater, immediately preceding either a Change in Control or termination for Good Reason, as applicable).

(p) Non-U.S. Eligible Executive means any Eligible Executive not employed in the United States of America, including its territories and possessions, on the date of a Termination Event.

(q) Pay means the Eligible Executive’s monthly base pay at the rate in effect on the Termination Date (or if greater, the last regularly scheduled payroll period immediately preceding either a Change in Control or termination for Good Reason, as applicable).

(r) Payment Confirmation Date means the latest of the following applicable dates: (A) the date of the Termination Event, (B) the Termination Date, (C) the effective date of the Covenants (as defined in Section 6), (D) the date of receipt of executed Release and Covenant Documents by the Company or (E) the end of any waiting period or revocation period as required by applicable law in order for the general waiver and release required by Section 2(a)(ii) of this Plan to be effective.

(s) Plan means this Second Amended and Restated Seagate Technology Executive Severance and CIC Plan.

(t) Prior Year Bonus for an Eligible Executive whose Termination Event occurs in the first quarter of the applicable fiscal year and outside of a Change in Control Period shall be calculated as set forth in this Section 3(t):

(i) If the Termination Event occurs prior to determination of the Q4 Accrued Bonus Funding for the then most recently completed fiscal year, the amount of the Prior Year Bonus shall be determined based on the Q3 Accrued Bonus Funding for such year, not to exceed 100%, multiplied by the Eligible Executive’s then current annual target bonus, without pro-ration.

 

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(ii) If the Termination Event occurs following determination of the Q4 Accrued Bonus Funding for the then most recently completed fiscal year, but prior to the actual payment of an incentive under a Bonus Plan for such year, the amount of the Prior Year Bonus shall be determined based on the Q4 Accrued Bonus Funding for such year, not to exceed 100%, multiplied by the Eligible Executive’s then current annual target bonus, without pro-ration.

(iii) Other than as described in Sections 3(t)(i)-(ii) above, no Prior Year Bonus shall be paid to any Eligible Executive.

(u) Pro Rata Bonus for an Eligible Executive who is not a Non-U.S. Eligible Executive and whose Termination Event occurs outside of a Change in Control Period shall be calculated in relation to the fiscal year during which termination takes place, as set forth in this Section 3(u):

(i) If the Termination Event occurs prior to determination of the Q1 Accrued Bonus Funding and the Eligible Executive either was a “covered employee” within the meaning of Section 162(m) of the Code for the last fiscal year of the Company completed prior to the Termination Event or, based on such Eligible Executive’s compensation paid through the date of the Termination Event, such Eligible Executive is projected, in the sole and reasonable determination of the Plan Administrator, to be a “covered employee” within the meaning of Section 162(m) of the Code assuming he or she remained employed by the Company through the end of the then current fiscal year (and so for purposes of this Plan shall be considered to be “subject to Section 162(m) of the Code”), the amount of the Pro Rata Bonus shall be based on the Q1 Accrued Bonus Funding, once determined, multiplied by the Eligible Executive’s then current annual target bonus, prorated for the number of days employed during the fiscal year of the Termination Event divided by 360.

(ii) If the Termination Event occurs prior to determination of the Q1 Accrued Bonus Funding and the Eligible Office is not subject to Section 162(m) of the Code, the amount of the Pro Rata Bonus shall be determined based on the Eligible Executive’s then current annual target bonus, prorated for the number of days employed during the fiscal year of the Termination Event divided by 360.

(iii) If the Termination Event occurs following determination of the Q1 Accrued Bonus Funding, but prior to determination of the Q2 Accrued Bonus Funding, the amount of the Pro Rata Bonus shall be determined based on the Q1 Accrued Bonus Funding multiplied by the Eligible Executive’s then current annual target bonus, prorated for the number of days employed during the fiscal year of the Termination Event divided by 360.

(iv) If the Termination Event occurs following determination of the Q2 Accrued Bonus Funding, but prior to determination of the Q3 Accrued Bonus Funding, the amount of the Pro Rata Bonus shall be determined based on the Q2 Accrued Bonus Funding multiplied by the Eligible Executive’s then current annual target bonus, prorated

 

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for the number of days employed during the fiscal year of the Termination Event divided by 360.

(v) If the Termination Event occurs following determination of the Q3 Accrued Bonus Funding, but prior to the fiscal year end, the amount of the Pro Rata Bonus shall be determined based on the Q3 Accrued Bonus Funding multiplied by the Eligible Executive’s then current annual target bonus, prorated for the number of days employed during the fiscal year of the Termination Event divided by 360, provided in any event that the prorate factor does not exceed 1.00.

(vi) Other than as described in Sections 3(u)(i)-(v) above, no Pro Rata Bonus shall be paid to any Eligible Executive.

(v) Severance Period means the number of months of Pay, rounded to the nearest whole month, used for calculating the Eligible Executive’s severance benefits, as specified in the Benefits Schedules attached hereto. Notwithstanding the foregoing, in the event that the Eligible Executive becomes eligible to receive additional benefits in connection with the occurrence of a Change in Control, the Severance Period shall be twelve months from the Payment Confirmation Date.

(w) Target Bonus means the Eligible Executive’s most recently approved target bonus level (expressed as a percentage of base pay) with respect to the Bonus Plan, multiplied by the Eligible Executive’s Pay.

(x) Termination Date means the last date on which the Eligible Executive is in active employment status with the Company or any of its affiliates or subsidiaries as determined by the Plan Administrator in its sole and reasonable discretion.

(y) WARN Act means the federal Worker Adjustment and Retraining Notification Act and any other comparable law applicable under the laws of any state or foreign jurisdiction.

SECTION 4. AMOUNT OF BENEFIT.

Severance benefits payable under the Plan are as follows:

(a) Subject to Section 6(f), Eligible Executives will receive the benefits described in Sections 7 and 8 of the Plan and in the Benefit Schedules attached hereto. The level of benefits applicable to an Eligible Executive shall be based upon his or her Level (and corresponding salary grade). In the event of any circumstances relating to the Eligible Executive’s Level and assigned salary grade that may result in a difference in the level of benefits applicable to an Eligible Executive under the Plan, the Eligible Executive’s salary grade shall control for purposes of placing the Eligible Executive in a specific “Tier” of benefits set forth in the Benefits Schedules.

(b) Notwithstanding any other provision of the Plan to the contrary, any benefits payable to an Eligible Executive under this Plan shall be in lieu of any severance benefits payable by the Company to such individual under any other arrangement covering the individual, unless expressly otherwise agreed to by the Company in writing. Further, in the

 

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event that the Eligible Executive is entitled to receive severance benefits under any agreement or contract with the Company, any plan, policy, program or other arrangement adopted or established by the Company, under the WARN Act or other applicable law providing for payments from the Company or its subsidiaries or affiliates on account of termination of employment, including pay in lieu of advance notice of termination, or as otherwise legally required to be paid to any Non-U.S. Eligible Executive (“ Other Benefits ”), any severance benefits payable hereunder shall be reduced by the Other Benefits.

SECTION 5. TIME OF PAYMENT AND FORM OF BENEFIT; INDEBTEDNESS.

(a) Benefits under this Plan shall be paid according to the schedule specified in the Benefits Schedules attached hereto, subject to Section 6(f) and the following provisions:

(i) Any increase to the cash severance benefits payable on account of the occurrence of a Termination Event during a Change in Control Period (such as when the Termination Event occurs following the entry into a definitive agreement for a Change in Control, but prior to the consummation of the Change in Control) shall be paid (A) as soon as date administratively practicable following the determination of such increased cash severance benefits has occurred with respect to lump sum severance payments or (B) on the remaining payment date(s) with respect to installment payment severance payments.

(ii) Unless otherwise required by applicable law, in no event shall payment of any Plan benefit be due prior to the Eligible Executive’s Payment Confirmation Date, and any payment shall be deemed to be timely made if paid within 20 business days of such date.

(iii) Notwithstanding anything to the contrary in this Section 5(a), except for a Termination Event occurring during a Change in Control Period, the Plan Administrator may in its sole discretion, determine an alternate payment schedule for any reason, including, without limitation, to comply with Section 409A of the Code. For a Termination Event occurring during a Change in Control Period, the Plan Administrator may determine an alternate payment schedule only to ensure compliance with applicable law, including but not limited to Section 409A of the Code.

(b) Subject to compliance with Section 409A of the Code and other applicable law, if an Eligible Executive is indebted to the Company at his or her Termination Date, the Company reserves the right to offset any severance payments under the Plan by the amount of such indebtedness.

SECTION 6. ELIGIBLE EXECUTIVE COVENANTS

Severance benefits payable under the Plan are subject to the following covenants made by each Eligible Executive (the “ Covenants ”), the scope and applicability of which covenants shall be determined by the Plan Administrator in its sole discretion, but in any event shall not be substantially greater than as set forth in this Section 6:

 

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(a) Non-Competition . During the Severance Period, an Eligible Executive will not directly or indirectly:

(i) engage in any business that competes with the business of the Company, or its subsidiaries (including, without limitation, any businesses which the Company or its subsidiaries have specific plans to conduct in the future and as to which such Eligible Executive is aware of such planning) in any geographical area which is within 100 miles of any geographical area in which the Company or its subsidiaries conduct such business (a “ Competitive Business ”);

(ii) enter the employ of, or render any services to, any person or entity (or any division of any person or entity) who or which engages in a Competitive Business;

(iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or

(iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its subsidiaries and customers, clients, suppliers, partners, members or investors of the Company 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 Company 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 Severance 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 Company, the business of any client or prospective client:

(i) with whom such Eligible Executive had personal contact or dealings on behalf of the Company 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 Company 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 El


 
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