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CONFIDENTIAL SEPARATION and RELEASE AGREEMENT

Release Agreement

CONFIDENTIAL SEPARATION and RELEASE AGREEMENT | Document Parties: SEAGATE TECHNOLOGY You are currently viewing:
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SEAGATE TECHNOLOGY

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Title: CONFIDENTIAL SEPARATION and RELEASE AGREEMENT
Date: 8/19/2009
Industry: Computer Storage Devices     Sector: Technology

CONFIDENTIAL SEPARATION and RELEASE AGREEMENT, Parties: seagate technology
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Exhibit 10.26

 

CONFIDENTIAL SEPARATION and RELEASE AGREEMENT

 

This Confidential Separation and Release Agreement (this “Agreement”) is made by and between Brian S. Dexheimer (“Executive”) and Seagate Technology (US) Holdings, Inc. and Seagate Technology (collectively, “Seagate”).  Executive and Seagate are called the “Parties” in this Agreement.

 

Recitals

 

A.                                    Executive has served as a Division President of Seagate Technology and an employee of Seagate Technology (US) Holdings, Inc..

 

B.                                      Executive’s employment with Seagate terminated on July 3, 2009 as part of a reduction in force, and the Parties have agreed to resolve all outstanding issues pertaining to Executive’s employment in accordance with the terms and conditions of this Agreement and the Seagate Technology Executive Officer Severance and Change in Control (CIC) Plan (the “Plan”). This Agreement shall be deemed controlling to the extent its terms vary from those of the Plan.

 

C.                                      Executive has had 60 days in which to consider and execute this Agreement, and is advised to consult an attorney about it. Executive acknowledges that once he executes this Agreement, he will have an additional 7 days in which to revoke his execution. Executive’s written notice of revocation shall be delivered to Kenneth M. Massaroni either in person or mailed by certified mail, return receipt requested, and addressed to:

 

Kenneth M. Massaroni

Senior Vice President and General Counsel

Seagate Technology

920 Disc Drive

Scotts Valley, California 95066

 

If Executive does not timely revoke his execution of this Agreement, then the eighth day following the date of his execution will be the “Effective Date” of this Agreement.

 

D.                                     By executing this Agreement, Executive represents that he understands the terms and effect of this Agreement and enters into it knowingly and voluntarily.

 

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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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representatives, agents or independent contractors; and (ii) all equipment or tangible personal property entrusted to Executive by Seagate.

 

5.                                        Executive represents and hereby reaffirms that he has disclosed to Seagate any information in his possession concerning any conduct involving Seagate or any of its affiliates, that Executive has any reason to be believe may be unlawful or may violate Seagate policies in any material respect.

 

6.                                        Seagate will provide the following compensation and benefits to Executive (or, in the event of Executive’s death, to Executive’s surviving spouse, or, if none, then to Executive’s estate) as consideration for his execution of this Agreement and compliance with the terms and conditions hereof:

 

a.                Seagate shall provide Executive, within 15 business days after the later to occur of the Resignation Date or Effective Date, a lump-sum payment of $2,332,887, subject to applicable tax withholdings and deductions.  Seagate will not contest any claim Executive makes for public unemployment compensation.

 

b.               Seagate has granted Executive various equity-based awards (the “Equity Awards”) under the Seagate Technology 2004 Stock Compensation Plan (the “2004 Plan”) and/or the Seagate Technology 2001 Share Option Plan (“2001 Plan”).  All of the Equity Awards granted to Executive that remained unvested as of the Resignation Date are cancelled effective that same date.  Executive’s period in which to exercise any vested Equity Award granted in the form of an option will be limited to three months from the Resignation Date and shall be subject to all terms and conditions set forth in the 2004 Plan or 2001 Plan, as applicable, and the specific option agreement evidencing such Equity Award.  Executive’s Equity Awards granted in a form other than options shall be subject to all terms and conditions set forth in the 2004 Plan and the applicable award agreements evidencing such Equity Awards.

 

c.                During the twelve month period following the Resignation Date, Seagate will arrange for Executive to receive outplacement assistance from Right Management Consultants.

 

d.               Executive’s Seagate-provided health insurance benefits coverage will cease on July 31, 2009; however, Executive will be given the opportunity to elect to continue, at his own expense, his Seagate health insurance coverage pursuant to COBRA.  Further, Seagate will, within 15 business days following the later to occur of the Resignation Date or Effective Date, provide Executive with a lump-sum payment of $29,944, subject to applicable withholdings, which amount is intended to help defray Executive’s anticipated costs of obtaining continued health insurance coverage pursuant to COBRA.

 

7.                                        Executive, on behalf of himself, his heirs, executors, administrators, successors, and assigns, fully and forever releases and discharges Seagate, its current,

 

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former and future parents, subsidiaries, affiliated companies, related entities, employee benefit plans, and their fiduciaries, predecessors, successors, officers, directors, members, managers, shareholders, agents, employees and assigns (each a “Released Party”) from any and all claims, causes of action, and liabilities up through the date of his execution of this Agreement.  The claims subject to this release include, but are not limited to, those relating to his employment with Seagate and/or any predecessor to Seagate and the termination of such employment.  All such claims (including related attorneys’ fees and costs) are barred without regard to whether those claims are based on any alleged breach of a duty arising in statute, contract, or tort.  This expressly includes waiver and release of any rights and claims arising under any and all laws, rules, regulations, and ordinances, including, but not limited to:  Title VII of the Civil Rights Act of 1964; the Older Workers Benefit Protection Act; the Americans With Disabilities Act; the Age Discrimination in Employment Act; the Fair Labor Standards Act; the National Labor Relations Act; the Fami


 
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