**Exhibit 10.3****FORM OF****EXECUTIVE EMPLOYMENT AGREEMENT**     This Agreement is entered into as of **[DATE]**(the “Effective Date”) by and between the Companyand **[NAME]**(“Executive”).     1.    Duties and Scope of Employment.            (a)    Position and Duties. As of the Effective Date, Executive will [continue to] serveas **[TITLE]**of the Company, reporting to the Chief Executive Officer [or his delegate]. Executivewill render such business and professional services in the performance of his or her duties,consistent with Executive’s position within the Company, as shall reasonably be assigned to him bythe Chief Executive Officer [and/or the Company’s Board of Directors (the “Board”)]. Executive’s[title,] duties and responsibilities may be altered, modified and changed as the [Chief ExecutiveOfficer and/or Board] deems appropriate.            (b)    Obligations. During the Term, Executive will perform his or her dutiesfaithfully and to the best of his or her ability and will devote his or her full business effortsand time to the Company. For the duration of the Term, Executive agrees not to engage in any otheremployment, occupation or consulting activity for any direct or indirect remuneration without theprior written approval of [the Board and/or the Chief Executive Officer].            (c)    Conflicting Employment. Executive agrees that, while employed by the Company, heor she will not engage in any other employment, occupation, consulting or other business activitydirectly related to the business in which the Company is now involved or becomes involved duringthe term of Executive’s employment, nor will Executive engage in any other activities that conflictwith Executive’s obligations to the Company.     2.    Term. Executive’s employment with the Company pursuant to this Agreement (the“Term”) will commence on the Effective Date and will continue, unless otherwise terminated earlieras provided herein, until the date that is twenty-four (24) months1 from the EffectiveDate. Notwithstanding the foregoing, the parties agree that Executive’s employment with theCompany will be “at-will” employment and may be terminated at any time with or without cause bygiving the Executive a written notice. Executive understands and agrees that neither his or herjob performance nor promotions, commendations, bonuses or the like from the Company give rise to orin any way serve as the basis for continuation, modification, amendment, or extension, byimplication or otherwise, of his or her employment with the Company. However, as described in thisAgreement, Executive may be entitled to severance benefits depending on the circumstances ofExecutive’s termination of employment with the Company as expressly provided in Sections 6 and 7 ofthis Agreement.     3.    Compensation.            (a)    Base Salary. During the Term, the Company will pay Executive as compensation forhis or her services, a base salary at the annualized rate of $[EXECUTIVE’S 1 The term of Paul Judy’s agreement istwenty-one (21) months.  
 

 
SALARY AMOUNT] 2(the “Base Salary”). The Base Salary will be paid periodically inaccordance with the Company’s normal payroll practices and is subject to lawfully requiredwithholdings. Annual adjustments to the Base Salary may be made in the Company’s sole discretion.            (b) Target Incentive Plan.    Executive will be eligible to participate in the Company’s TargetIncentive Plan, and for such annual bonuses as are payable under the plan (“Incentive Bonus”).     4.    Employee Benefits. During the Term, Executive will continue to be entitled toparticipate in the employee benefit plans currently and hereafter maintained by the Company ofgeneral applicability [to other senior executives of the Company, including, without limitation,the Company’s group medical, dental, vision, disability, life insurance, vacation andflexible-spending account plans and programs] [as identified in his letter of appointment]. TheCompany reserves the right to cancel or change the benefit plans and programs it offers to itsemployees at any time.     5.    Equity. Executive may from time to time be eligible to receive a grant of stockoptions and/or restricted stock, as the Board of Directors deems appropriate.     6.    Severance.            (a)    Involuntary Termination Without Cause Prior to a Change of Control or More than 6Months Following a Change of Control. If Executive’s employment with the Company terminatesother than voluntarily or for “Cause” prior to a “Change of Control” (both as defined herein) ormore than six months following a Change of Control, and Executive signs and does not revoke arelease of claims with the Company in the form provided by the Company, the Company shall provideseverance pay and benefits, subject to certain conditions, as follows:       (i)    The Company shall provide monetary severance to Executive equal to [twelve (12)months’ of Base Salary for the Executive Vice President and Chief Technical Officer, theChief Operating Officer, Executive Vice Presidents, Senior Vice Presidents and the coveredVice President] [twenty-four (24) months of Base Salary for the Chief Executive Officer].Such severance shall be paid over a period of [twelve (12) months or twenty-four (24)months, as applicable] following the date of termination (the “Severance Period”) throughSeverance Payments made in the same installments and subject to the same deductions asExecutive’s Base Salary at the time of termination. The Severance Payments shall be subjectto offset for any amounts then owed to the Company by Executive. [In lieu of the foregoingparagraph the following text is included in the agreement with an officer based in Malaysia:The Company shall provide monetary severance to Executive equal to one month of Base Salaryfor each year of service plus 2The specific salaries for the Executives whoare party to this Agreement are as follows: TH Tan, Chief Executive Officer -$550,000; Tim Harris, Executive VP & Chief Operating Officer — $365,000;Michael Russak, Executive VP, Chief Technical Officer — $390,000; Ray Martin,Executive VP, Customer Sales & Service — $345,000; Peter Norris, Executive VP,Strategic Business Development — $190,000; Kathleen Bayless, Senior VP, ChiefFinancial Officer — $296,800; Tsutomu Yamashita, Senior VP, Process Development- $290,000; William Hammack, Senior VP, Human Resources — $203,496; Kheng HuatOung, VP, Managing Director, Media Operations, Komag USA (Malaysia) Sdn. -$136,084; Paul Judy, Vice President, Corporate Controller & Chief AccountingOfficer — $200,000. 
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one month of contractual bonus plus 8 (eight) weeks of pay in lieu of notice. Suchseverance shall be paid in a lump sum within 30 (thirty) days of the last day of employment.The Severance Payments shall be subject to offset for any amounts then owed to the Companyby Executive.]       (ii)    If Executive elects to continue his/her benefits under the Company’s EmployeeBenefits Plans, including life, disability and health insurance, through COBRA, the Companyshall pay the cost of COBRA continuation coverage for Executive (and, where applicable,Executive’s dependents) during the Severance Period as if Executive were still employed bythe Company (the “COBRA Continuation Payments”). Executive will continue to pay the sameportion of the cost of such benefits as he or she currently pays as of the last day ofhis/her employment with the Company. The COBRA Continuation Payments will cease, and theCompany will have no further obligations with respect to the payment of any premiums forcontinuation coverage to Executive, as of the earlier of (a) Executive becoming eligible forcomparable coverage (for example, through obtaining alternative employment); (b) theconclusion of the Severance Period; or (c) the cessation of Executive’s COBRA eligibility.[In lieu of the foregoing paragraph the following text is included in the agreement with anofficer based in Malaysia: All insurance benefits will cease upon the termination ofemployment.]       (iii)    Any outstanding and unvested non-qualified stock options and any restrictedstock previously granted Executive shall immediately vest and become exercisable as to thenumber of shares that would have otherwise vested had Executive remained employed by theCompany through the end of the Severance Period. Thereafter, any such awards will remainsubject to the terms of the applicable stock plan, grant and/or agreement.       (iv)    If Executive is entitled to compensation and benefits arising from termination ofemployment due to change of control pursuant to Section 7 below, compensation and benefitsunder that change of control provision shall be in lieu of and not in addition tocompensation under this Section 6.       (v)    Notwithstanding the foregoing, the Company’s obligation to make severance payments,pay bonus payments, provide benefits and vest stock and/or options hereunder is expresslyconditioned upon Executive’s ongoing compliance with the provisions of the EmployeeInvention, Authorship, Proprietary and Confidential Information Agreement. In the eventExecutive breaches the terms of such agreement, the Company’s obligations hereunder shallautomatically terminate, without any notice to Executive, and, in addition to any otherdamages to which the Company may be entitled, the Company shall be entitled to recover fromExecutive any payments already made to Executive hereunder.       (vi)    Executive agrees that severance as provided herein shall be the sole considerationto which he or she is entitled in the event of the termination of his or her employmentwithout Cause, and that severance will not be paid in the event of termination with Cause,and Executive expressly waives and relinquishes any claim to other or further consideration.[The following sentence is included only in the Executive Vice President, Chief TechnicalOfficer’s form: Executive agrees that a change in title alone shall not mean that a positionis not comparable.]
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       (vii)    Severance pay, bonus pay, benefits and/or stock/option vesting are expresslyconditioned upon Executive’s execution and delivery of a release of all claims Executive mayhave against the Company in a form provided by the Company.              (b)    Voluntary Termination; Termination for Cause. If Executive’s employment with theCompany terminates voluntarily by Executive or for Cause by the Company, then (i) all vesting ofany restricted stock or options to purchase shares of the Company’s common stock held by Executivewill terminate immediately and all payments of compensation by the Company to Executive hereunderwill terminate immediately (except as to amounts already earned, including unused and accruedvacation); and (ii) Executive shall not be eligible for severance or other benefits, except inaccordance with any generally applicable Company plans or policies as are then in effect. [Theprovision for voluntary termination in the foregoing paragraph is not included in the agreementwith the Chief Operating Officer. In lieu thereof, the following separate paragraph is included inthat agreement: “Should Executive voluntarily terminate employment within six (6) months of thefirst day of employment in of a new Chief Executive Officer, other than Executive, the Executivewill be eligible to receive six (6) months of severance pay from the date of resignation.Severance pay is expressly conditioned upon Executive’s execution and delivery of a release of allclaims Executive may have again the Company in a form provided by the Company. Beyond the sixth(6th) month, should Executive resign, then (i) all vesting of any restricted stock oroptions to purchase shares of the Company’s common stock held by Executive will terminateimmediately and all payments of compensation by the Company to Executive hereunder will terminateimmediately (except as to amounts already earned, including unused and accrued vacation); and (ii)Executive shall not be eligible for severance or other benefits, except in accordance with anygenerally applicable Company plans or policies as are then in effect.”]     7.    Change of Control Severance Benefits. In the event of a “Change of Control” (asdefined herein) followed by Executive’s termination other than voluntarily or for “Cause” withinsix (6) months following the consummation of a Change of Control, Executive shall be entitled toreceive benefits as set forth below, provided he or she signs and does not revoke a release ofclaims with the Company in a form provided by the Company. For the purpose of this Section 7,Executive shall be deemed to have been terminated other than for “Cause” if Executive is notprovided with an offer of employment with the Company or successor entity following the Change ofControl with comparable duties, position, responsibilities, pay and location relative to theExecutive’s duties, position, responsibilities, pay and location in effect immediately prior tosuch Change of Control and, within thirty (30) days thereafter, Executive elects to voluntarilyterminate his or her employment with the Company. Executive agrees that (1) a change in titlealone shall not mean that a position is not comparable; (2) a change in duties and responsibilitiesthat is not material shall not mean that a position is not comparable; (3) for purposes of pay, aposition shall be deemed comparable if it involves a reduction of no more than ten percent (10%) ofExecutive’s base compensation unless in connection with similar decreases of other similarlysituated employees of the Company; and (4) for purposes of location, a position shall be deemedcomparable if it is within fifty (50) miles from Executive’s current work location.              (a)    A lump sum payment within thirty (30) days of such termination equal to the SeverancePayment as set forth in section 6(a)(i) above.
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              (b)    An additional lump sum payment within thirty (30) days of such termination in an amountequal to the annual Incentive Bonus, calculated on the basis of all targets under the currentTarget Incentive Plan being met.              (c)    On the date of termination, all stock options and restricted stock previously granted toExecutive shall become immediately and fully vested and exercisable by Executive or his or herrepresentative. Such exercise shall be governed by and shall be in accordance with the terms ofthe applicable agreement, whose terms are incorporated herein by reference.              (d)    Executive (and, where applicable, Executive’s dependents) shall be entitled to COBRAContinuation Payments in accordance with the provisions of section 6(a)(ii) above. 3              (e)    In the event that the benefits provided for in this agreement (a) constitute “parachutepayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the“Code”), (b) would be subject to the excise tax imposed by Section 4999 of the Code, and (c) theaggregate value of such parachute payments, as determined in accordance with Section 280G of theCode and the Treasury Regulations thereunder is less than the product obtained by multiplying 3.59by Executive’s “base amount” within the meaning of Code Section 280G(b)(3), then such benefitsshall be reduced to the extent necessary (but only to that extent) so that no portion of suchbenefits will be subject to excise tax under Section 4999 of the Code. In the event that thebenefits provided for in this agreement (a) constitute “parachute payments” within the meaning ofSection 280G of the Code, (b) would be subject to the excise tax imposed by Section 4999 of theCode, and (c) the aggregate value of such parachute payments, as determined in accordance withSection 280G of the Code and the Treasury Regulations thereunder is equal to or greater than theproduct obtained by multiplying 3.59 by Executive’s “base amount” within the meaning of CodeSection 280G(b)(3), then the Executive shall receive (i) a payment from the Company sufficient topay such excise tax plus any interest or penalties incurred by Executive with respect to suchexcise tax, plus (ii) an additional payment from the Company sufficient to pay the excise tax andfederal and state income and employment taxes arising from the payments made by the Company toExecutive pursuant to this sentence. Unless the Company and the Executive otherwise agree inwriting, the determination of Executive’s excise tax liability and the amount required to be paidor reduced under this Section shall be made in writing by the Company’s independent auditors whoare primarily used by the Company immediately prior to the Change of Control (the “Accountants”).For purposes of making the calculations required by this Section, the Accountants may makereasonable assumptions and approximations concerning applicable taxes and may rely on reasonable,good faith interpretations concerning the application of Sections 280G and 4999 of the Code. TheCompany and the Executive shall furnish to the Accountants such information and documents as theAccountants may reasonably request in order to make a determination under this Section. TheCompany shall bear all costs the Accountants may reasonably incur in connection with anycalculations contemplated by this Section.4              (f)    Notwithstanding the foregoing, if Executive receives the Severance Payment pursuant tothis Section, he or she shall not be entitled to receive an additional Severance Payment pursuantto Section 6 hereof. 3 This paragraph is not included in theagreement with an officer based in Malaysia.   4This paragraph is not included in theagreement with an officer based in Malaysia.  
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            (g)    Change of control benefits under this Section 7 are expressly conditioned upon Executive’sexecution and delivery of a release of all claims Executive may have against the Company in a formprovided by the Company.     8.    Non-Solicitation. For a period of twelve (12) months following Executive’stermination of employment, Executive shall not, directly or indirectly, without the prior writtenconsent of the Company, solicit any employee or customer of the Company, its parent or itssubsidiaries to terminate his or her employment with or customer relationship to the Company, itsparent or its subsidiaries.     9.    Definitions.            (a)    Cause. For purposes of this Agreement, “Cause” is defined as (i) an act ofdishonesty made by Executive in connection with Executive’s responsibilities as an employee, (ii)Executive’s conviction of or plea of nolocontendere to, a felony or any crimeinvolving fraud, embezzlement or any other act of moral turpitude, (iii) Executive’s grossmisconduct, (iv) Executive’s unauthorized use or disclosure of any proprietary information or tradesecrets of the Company or any other party to whom Executive owes an obligation of nondisclosure asa result of Executive’s relationship with the Company; (v) Executive’s willful breach of anyobligations under any written agreement or covenant with the Company; or (vi) Executive’s continuedfailure to perform his or her employment duties after Executive has received a written demand ofperformance from the Company with specifically sets forth the factual basis for the Company’sbelief that Executive has not substantially performed his or her duties and has failed to cure suchnon-performance to the Company’s satisfaction within 30 days after receiving such notice.            (b)    Change of Control. For purposes of this Agreement, “Change of Control” of theCompany is defined as: (1) any “person” (as such term is used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined inRule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50%or more of the total voting power represented by the Company’s then outstanding voting securities;or (ii) the date of the consummation of a merger or consolidation of the Company with any othercorporation that has been approved by the stockholders of the Company, other than a merger orconsolidation which would result in the voting securities of the Company outstanding immediatelyprior thereto continuing to represent (either by remaining outstanding or by being converted intovoting securities of the surviving entity) more than fifty percent (50%) of the total voting powerrepresented by the voting securities of the Company or such surviving entity outstandingimmediately after such merger or consolidation, or the stockholders of the Company approve a planof complete liquidation of the company; or (iii) the date of the consummation of the sale ordisposition by the Company of all or substantially all the Company’s assets.     10.    Assignment. This Agreement will be binding upon and inure to the benefit of (a)the heirs, executors and legal representatives of Executive upon Executive’s death and (b) anysuccessor of the Company. Any such successor of the Company will be deemed substituted for theCompany under the terms of this Agreement for all purposes. For this purpose, “successor” means anyperson, firm, corporation or other business entity which at any time, whether by purchase, mergeror other, directly or indirectly acquires all or substantially all of the assets or business of theCompany. None of the rights of Executive to receive any form of compensation payable pursuant tothis Agreement may be assigned or transferred except by will of the laws of
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descent and distribution. Any other attempted assignment, transfer, conveyance or otherdisposition of Executive’s right to compensation or other benefits will be null and void.     11.    Notices. All notices, requests, demands and other communications called forhereunder shall be in writing and shall be deemed given (i) on the date of delivery if deliveredpersonally, (ii) one (1) day after being sent by a well established commercial overnight service,or (iii) four (4) days after being mailed by registered or certified mail, return receiptrequested, prepaid and addressed to the parties or their successor at the following addresses, orat such other addresses as the parties may later designate in writing:  If to the Company: