Exhibit 10.2(b)
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
Stephen J. Luczo
This AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (“Agreement”) is entered into as of the 3rd
day of July 2004, by and between Seagate Technology (US) Holdings,
Inc., a Delaware corporation (“Company”), and Stephen
J. Luczo (“Executive”).
The Company and Executive previously
entered into an employment agreement, dated February 1, 2001 (the
“Original Employment Agreement”) pursuant to which
Executive, in relevant part, has been employed as the Chief
Executive Officer of the Company and its corporate parent, Seagate
Technology, a limited company domiciled in the Cayman Islands
(“ST”).
Effective as of the close of
business on July 2, 2004 (the “Commencement Time”), the
Company and Executive (collectively, the “Parties”)
have agreed that Executive will no longer serve as the
Company’s or ST’s Chief Executive Officer or serve in
any other position with the Company, ST, or any of their
affiliates, except that Executive will remain continuously employed
by the Company and serve as an executive Chairman of the Board of
Directors of ST pursuant to the terms of this Agreement.
In consideration of the promises and
mutual covenants herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree to amend and restate the Original
Employment Agreement as follows:
1. Term of Employment . At
the Commencement Time, Executive shall no longer serve as the
Company’s or ST’s Chief Executive Officer or serve in
any other position with the Company, ST, or any of their
affiliates, except that Executive shall remain continuously
employed by the Company and serve as the Chairman of the Board of
Directors of ST in an executive capacity. Executive’s
employment with the Company will be on an “at will”
basis, meaning that either Company or Executive may terminate
Executive’s employment with the Company at any time with or
without cause, and for any reason or no reason, as described in
further detail in Section 7.
2. Position .
a. Executive shall serve as the
Chairman of the Board of Directors of ST (“Chairman”)
and shall continue to be actively involved in setting the strategic
direction of ST. In such position, Executive shall have duties and
authority at a level consistent with such position and such other
duties and responsibilities as shall be determined from time to
time by the Board of Directors of ST (the “Board”). If
requested, Executive shall continue to serve as a member of the
Board and shall not receive any additional compensation.
b. Executive will devote his
reasonable business time and best efforts to the performance of
Executive’s duties hereunder and will not engage in any other
business, profession or occupation for compensation or otherwise
which would conflict or interfere with the rendition of such
services, either directly or indirectly, without the prior written
consent of the Board; provided that Executive may continue
to serve as a member of the boards of directors and trustees listed
on Exhibit A hereto; provided in each case, and in the
aggregate, that such activities do not conflict or interfere with
the performance of Executive’s duties hereunder or conflict
with Section 8.
3. No Termination of
Employment . Executive acknowledges and agrees that for the
purposes of the Collateral Documents (as defined below) and Section
7 of the Original Employment Agreement, Executive will remain
continuously employed by the Company as he transitions from his
position as the Company’s and ST’s Chief Executive
Officer to Chairman. Executive further agrees that none of the
execution of this Agreement, the cessation of Executive’s
service as Chief Executive Officer of the Company or ST, the
cessation of any other service with the Company, ST or any of their
affiliates pursuant to this Agreement, or the performance of
Executive’s services as Chairman on and after the
Commencement Time under the Agreement will constitute
“Good
Reason” under the Original Employment
Agreement or the Collateral Documents or will otherwise entitle
Executive to any payment or benefit under the Collateral Documents
or Section 7 of the Original Employment Agreement (except for
additional vesting based on continued service under the terms of
any stock options or restricted stock awards granted to
Executive).
4. Base Salary . During the
period commencing at the Commencement Time and ending on the date
that Executive is no longer employed by the Company or ST in any
capacity (“Employment Term”), the Company shall pay
Executive a base salary at the annual rate of one dollar ($1.00)
(“Base Salary”). Since Executive shall continue to
serve as an employee of ST, Executive shall not be eligible to
receive any cash compensation, including any cash retainer or
meeting fees, payable to members of the Board who are not employees
of ST.
5. Employee Benefits/Equity
Awards . During the Employment Term, Executive shall be
provided with health, life and disability insurance benefits
pursuant to the terms of the Company’s various benefit plans,
as listed on Exhibit B hereto. Since Executive shall continue to
serve as an employee of ST, under the terms of the ST 2001 Share
Option Plan (“Plan”), Executive shall not be eligible
to receive automatic equity compensation awards as a
“nonemployee director”.
6. Business Expenses . During
the Employment Term, reasonable business expenses incurred by
Executive in the performance of Executive’s duties hereunder
shall be reimbursed by the Company in accordance with Company
policies.
7. Termination . The
Employment Term and Executive’s employment hereunder may be
terminated by either party at any time and for any reason or no
reason; provided that Executive will be required to give the
Company at least 30 days advance written notice of any resignation
of Executive’s employment. Any purported termination of
employment by the Company or by Executive (other than due to
Executive’s death) shall be communicated by written Notice of
Termination to the other party hereto in accordance with Section
11(h) hereof. Upon termination of Executive’s employment for
any reason, Executive agrees to resign, as of the date of such
termination and to the extent applicable, from the Board (and any
committees thereof) and the Board of Directors (and any committees
thereof) of any of the Company’s affiliates. Except for the
provisions set forth in Section 3 of this Agreement, nothing in
this Agreement shall affect or otherwise modify Executive’s
rights, benefits or entitlements under (i) his Restricted Share
Agreement with Suez Acquisition Company (Cayman) Limited
(“SAC”) dated November 22, 2000, (ii) the Management
Retention Agreement between Executive and Seagate Technology, Inc.
(“Seagate”) dated as of November 12, 1998 (as amended
by the Management Participation Agreement dated as of March 29,
2000 between Executive and SAC and the Rollover Agreement) (the
“Management Retention Agreement”) and (iii) any stock
option agreements or restricted share agreements and the awards
subject to such agreements which have been, and may be, awarded to
Executive (collectively, the “Collateral
Documents”).
8. Non-Competition
.
a. Executive acknowledges and
recognizes the highly competitive nature of the businesses of ST,
the Company and its affiliates and accordingly agrees as
follows:
(1) During the Employment Term and
for a period of 2 years following the date Executive ceases to be
employed by ST (the “Restricted Period”), Executive
will not, whether on Executive’s own behalf or on behalf of
or in conjunction with any person, company, bu
