exv10w8



 






Exhibit 10.8




FORM A




RESTATED

AGREEMENT TO PARTICIPATE IN THE

MAXTOR CORPORATION

EXECUTIVE RETENTION AND SEVERANCE PLAN

Adopted October 30, 2003

Amended and Restated Effective March 7, 2005




 




     Pursuant to an Agreement to Participate (the “Initial Agreement”) in the Maxtor Corporation
Executive Retention and Severance Plan (the “Plan”) between the undersigned employee and Maxtor
Corporation, executed on ___, 200___, the undersigned employee became a Participant in the
Plan. The undersigned employee and the Company now wish to restate the Initial Agreement in the
form of this Restated Agreement (the “Restated Agreement”) to Participate in the Maxtor Corporation
Executive Retention and Severance Plan in order to incorporate by reference herein the provisions
of the Plan as amended and restated by the Committee, effective March 7, 2005 (the “Restated
Plan”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned such
terms by the Restated Plan.


In consideration of the [grant to the undersigned employee by the Committee, effective March 14,
2005, of certain equity incentives] [payment by the Company to the undersigned employee of an
amount in cash] and in consideration of the benefits provided by the Restated Plan, the undersigned
employee and the Company hereby agree that, as of the date written below, the undersigned shall
become a Participant in the Restated Plan and shall be fully bound by and subject to all of its
provisions. This Restated Agreement and the Restated Plan shall supersede in their entirety the
terms and conditions of the undersigned employee’s participation under the Initial Agreement and
the Plan prior to its amendment and restatement. All references to a “Participant” in the Restated
Plan shall be deemed to refer to the undersigned.




     The undersigned employee acknowledges that the Restated Plan confers significant legal rights
and may also constitute a waiver of rights under other agreements with the Company; that the
Company has encouraged the undersigned to consult with the undersigned’s personal legal and
financial advisors; and that the undersigned has had adequate time to consult with the
undersigned’s advisors before executing this agreement.



 









 





     The undersigned employee acknowledges that he or she has received a copy of the Restated Plan
in the form attached as an Appendix hereto and has read, understands and is familiar with the terms
and provisions of the Restated Plan. The undersigned employee further acknowledges that (1) the
undersigned is waiving any right to a jury trial in the event of any dispute arising out of or
related to the Restated Plan and (2) except as otherwise established in an employment agreement
between the Company and the undersigned, the employment relationship between the undersigned and
the Company is an “at-will” relationship.



	 	 	 	 	 	 	 	 	 
	 
	 	Executed on	 	 
	. 	 	 	 
	
	 	 	 	 	 	 	 	 






	 	 	 	 	 
	PARTICIPANT	 	MAXTOR CORPORATION
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By:	 	 
	 
	 	 	 	 
	 

Signature

	 	 	 	 

	 
	 	 	 	 
	

	 	Title:	 	 
	 

Name Printed

	 	 	 	 

	 
	 	 	 	 
	 
	 	 	 	 
	 

Address
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 






 









 





APPENDIX




 




 




MAXTOR CORPORATION

EXECUTIVE RETENTION AND SEVERANCE PLAN

Adopted October 30, 2003

Amended and Restated Effective March 7, 2005




 









 





FORM B




AGREEMENT TO PARTICIPATE IN THE

MAXTOR CORPORATION

EXECUTIVE RETENTION AND SEVERANCE PLAN

Adopted October 30, 2003

Amended and Restated Effective March 7, 2005




     In consideration of the benefits provided by the Maxtor Corporation Executive Retention and
Severance Plan (the “Plan”), the undersigned employee of Maxtor Corporation (the “Company”) and the
Company agree that, as of the date written below, the undersigned shall become a Participant in the
Plan and shall be fully bound by and subject to all of its provisions. All references to a
“Participant” in the Plan shall be deemed to refer to the undersigned.



     The undersigned employee acknowledges that the Plan confers significant legal rights and may
also constitute a waiver of rights under other agreements with the Company; that the Company has
encouraged the undersigned to consult with the undersigned’s personal legal and financial advisors;
and that the undersigned has had adequate time to consult with the undersigned’s advisors before
executing this agreement.



     The undersigned employee acknowledges that he or she has received a copy of the Plan and has
read, understands and is familiar with the terms and provisions of the Plan. The undersigned
employee further acknowledges that (1) the undersigned is waiving any right to a jury trial in the
event of any dispute arising out of or related to the Plan and (2) except as otherwise established
in an employment agreement between the Company and the undersigned, the employment relationship
between the undersigned and the Company is an “at-will” relationship.



	 	 	 	 	 	 	 	 	 
	 
	 	Executed on	 	 
	. 	 	 	 






	 	 	 	 	 
	PARTICIPANT	 	MAXTOR CORPORATION
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By:	 	 
	 
	 	 	 	 
	 

Signature

	 	 	 	 

	 
	 	 	 	 
	

	 	Title:	 	 
	 

Name Printed

	 	 	 	 

	 
	 	 	 	 
	 
	 	 	 	 
	 

Address
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 






 









 





Schedule to Exhibit 10.8




Forms of Agreement to Participate in Maxtor’s Executive Retention and Severance Plan







	 	 	 	 	 
	Name of Participant	 	Form	 	Consideration
	 
	Dr. C. S. Park
	 	A	 	Nominal cash payment
	 
	 	 	 	 
	Michael J. Wingert
	 	 	 	Nominal cash payment
	 
	 	 	 	 
	Fariba Danesh
	 	 	 	Nominal equity incentive
	 
	 	 	 	 
	Duston M. Williams
	 	 	 	Nominal equity incentive
	 
	 	 	 	 
	David Beaver
	 	 	 	Nominal equity incentive
	 
	 	 	 	 
	 
	Kurt Richarz
	 	B	 	None