exv10w10



 






Exhibit 10.10




FORM A




MAXTOR CORPORATION

RESTATED

RESTRICTED STOCK UNIT AWARD AGREEMENT




     On the Grant Date and subject to the terms set forth below, you were granted an award of
Restricted Stock Units (the “Award”) pursuant to the Maxtor Corporation Restricted Stock Unit Plan
(the “Plan”). In consideration of the [grant to you by the Committee, effective March 14, 2005, of
certain equity incentives] [payment by the Company to you of an amount in cash], you and the
Company hereby agree that, effective as of March 14, 2005, the Award shall be subject to the terms
and conditions of the Plan, as amended and restated by the Committee effective March 7, 2005 (the
“Restated Plan”).



	 	 	 
	Participant:

	 	

	 
	 	 
	Grant Date:

	 	March 23, 2004
	 
	 	 
	Number of Restricted Stock Units:

	 	

	 
	 	 
	Regular Vesting:

	 	The Award will vest in full on 3rd
anniversary of the Grant Date,
provided your Service has not
terminated.
	 
	 	 
	Accelerated Vesting:

	 	Provided that your Service has not
terminated, upon the initial
attainment, if at all, of the Net
Income Goal with respect to fiscal
year 2004, 2005 or 2006 of the
Company (but only the first such
fiscal year for which the Net Income
Goal is attained), 50% of the Award
will vest on the first regular pay
day of the Company occurring on or
after the 80th day following the end
of such fiscal year; provided,
however, that if the Committee
determines that information
necessary to determine whether the
Net Income Goal has been attained is
not available 80 days after the end
of a fiscal year, any such
accelerated vesting shall be
effective on the first regular pay
day of the Company occurring after a
determination by the Committee that
the Net Income Goal has been
attained.
	 
	 	 
	Net Income Goal:

	 	The Net Income Goal is attained if,
with respect fiscal year 2004, 2005
or 2006 of the Company, the net
income of the Company, as publicly
reported on a non-GAAP basis (or, if
not publicly reported, on a non-GAAP
basis determined by the Committee),
equals or exceeds 10% of publicly
reported revenue of the Company.
	 
	 	 
	Settlement of Accelerated Portion:

	 	Determination of the value and
payment of the portion






 









 






	 	 	 
	

	 	of the Award
whose vesting is accelerated, if at
all, will be made in accordance with
the provisions of the Restated Plan
applicable to regular vesting.






     You will receive payment in cash for the value of vested Restricted Stock Units in accordance
with the terms of the Restated Plan, subject to applicable tax withholding. However, if you are
eligible to participate in the Maxtor Corporation Executive Deferred Compensation Plan, you may
elect in accordance with the terms of that plan to defer receipt of all or any portion of the
amounts that become payable to you under the Award.



     You may designate on the form attached as Exhibit B a beneficiary to receive any
amount payable to you under the Restated Plan which has not been paid prior to your death.



     Unless otherwise defined in this Restated Restricted Stock Unit Award Agreement, capitalized
terms have the meanings assigned to them by the Restated Plan.



     By your signature below, you and the Company agree that the Award is governed by this Restated
Restricted Stock Unit Award Agreement and by the terms and conditions of the Restated Plan attached
as Exhibit A and made a part of this Agreement. This Restated Restricted Stock Unit Award
Agreement and the terms and conditions of the Restated Plan shall supersede in their entirety the
terms and conditions of the Award as set forth in your original award agreement and the Plan prior
to its amendment and restatement. You hereby acknowledge receipt of a copy of the Exhibits
attached to this Agreement, and you represent that you have read and are familiar with their
provisions and hereby accept the Award subject to all of their terms and conditions.



	 	 	 	 	 
	MAXTOR CORPORATION	 	PARTICIPANT
	 
	 	 	 	 
	 
	 	 	 	 
	By:

	 	 

	 	 

	

	 	 	 	Signature
	 
	 	 	 	 
	Its:

	 	 

	 	 

	
	 	 	 	Date






	 	 	 	 	 
	Address:
	 	500 McCarthy Boulevard	 	 

	
	 	Milpitas, CA 95035
	 	Address
	
	 	 	 	 
	
	 	 	 	 







ATTACHMENTS:




	 	 	 
	Exhibit A:

	 	Maxtor Corporation Restricted Stock Unit Plan, as amended and restated through March 7, 2005
	 
	 	 
	Exhibit B:

	 	Designation of Beneficiary






 









 





EXHIBIT A




 




 




MAXTOR CORPORATION




RESTRICTED STOCK UNIT PLAN

(as Amended and Restated Through March 7, 2005)




 









 





EXHIBIT B




MAXTOR CORPORATION

DESIGNATION OF BENEFICIARY

UNDER RESTRICTED STOCK UNIT PLAN




	 	 	 
	TO:

	 	[Company official designated to receive beneficiary designation]
	 
	 	 
	FROM:
	 	 
	

	 	

	

	 	Name of Participant






     I am a participant in the Maxtor Corporation Restricted Stock Unit Plan (the “Plan”). In
accordance with Section 7.1 of the Plan, in the event of my death, I designate the following as my
beneficiary to receive all amounts payable to me under the Plan which I have not received prior to
my death:



	 	 	 	 	 
	

	 	Beneficiary’s Name:	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	Social Security Number:	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	Relationship:	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	Address:	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	 	 	







     If you are married and your beneficiary is someone other than your spouse, then your spouse
must sign and date this form.



     This designation revokes all prior beneficiary designations I have made under the Plan.



	 	 	 	 	 
	Date:

	 	 

	 	 

	

	 	 	 	Signature of Participant






Consent of Spouse:




     I am the spouse of the above named Participant. I consent to the above designation of a
beneficiary other than me to receive payments due to my spouse under the Plan.





	 	 	 	 	 
	Date:

	 	 

	 	 

	

	 	 	 	Signature of Participant’s Spouse






 









 





FORM B




MAXTOR CORPORATION

RESTATED

RESTRICTED STOCK UNIT AWARD AGREEMENT




     On the Grant Date and subject to the terms set forth below, you were granted an award of
Restricted Stock Units (the “Award”) pursuant to the Maxtor Corporation Restricted Stock Unit Plan
(the “Plan”). In consideration of the [grant to you by the Committee, effective March 14, 2005, of
certain equity incentives] [payment by the Company to you of an amount in cash], you and the
Company hereby agree that, effective as of March 14, 2005, the Award shall be subject to the terms
and conditions of the Plan, as amended and restated by the Committee effective March 7, 2005 (the
“Restated Plan”).



	 	 	 
	Participant:
	 	 
	

	 	

	Grant Date:
	 	 
	

	 	

	Number of Restricted Stock Units:
	 	 
	

	 	

	Vesting:

	 	The Award will vest in full on 3rd
anniversary of
the Grant Date, provided
your Service has not
terminated.






     You will receive payment in cash for the value of vested Restricted Stock Units in accordance
with the terms of the Restated Plan, subject to applicable tax withholding. However, if you are
eligible to participate in the Maxtor Corporation Executive Deferred Compensation Plan, you may
elect in accordance with the terms of that plan to defer receipt of all or any portion of the
amounts that become payable to you under the Award.



     You may designate on the form attached as Exhibit B a beneficiary to receive any
amount payable to you under the Restated Plan which has not been paid prior to your death.



     Unless otherwise defined in this Restated Restricted Stock Unit Award Agreement, capitalized
terms have the meanings assigned to them by the Restated Plan.



[Remainder of page is intentionally blank]




 









 





     By your signature below, you and the Company agree that the Award is governed by this Restated
Restricted Stock Unit Award Agreement and by the terms and conditions of the Restated Plan attached
as Exhibit A and made a part of this Agreement. This Restated Restricted Stock Unit Award
Agreement and the terms and conditions of the Restated Plan shall supersede in their entirety the
terms and conditions of the Award as set forth in your original award agreement and the Plan prior
to its amendment and restatement. You hereby acknowledge receipt of a copy of the Exhibits
attached to this Agreement, and you represent that you have read and are familiar with their
provisions and hereby accept the Award subject to all of their terms and conditions.



	 	 	 	 	 
	MAXTOR CORPORATION	 	PARTICIPANT
	 
	 	 	 	 
	 
	 	 	 	 
	By:

	 	 

	 	 

	

	 	 	 	Signature
	 
	 	 	 	 
	Its:

	 	 

	 	 

	

	 	 	 	Date






	 	 	 	 	 
	Address:

	 	500 McCarthy Boulevard
	 	 

	

	 	Milpitas, CA 95035
	 	Address
	 
	 	 	 	 
	

	 	 	 	 







ATTACHMENTS:




	 	 	 
	Exhibit A:

	 	Maxtor Corporation Restricted Stock Unit Plan, as amended and restated through March 7, 2005
	 
	 	 
	Exhibit B:

	 	Designation of Beneficiary






 









 





EXHIBIT A




 




 




MAXTOR CORPORATION




RESTRICTED STOCK UNIT PLAN

(as Amended and Restated Through March 7, 2005)





 









 








EXHIBIT B




MAXTOR CORPORATION

DESIGNATION OF BENEFICIARY

UNDER RESTRICTED STOCK UNIT PLAN




	 	 	 
	TO:

	 	[Company official designated to receive beneficiary designation]
	 
	 	 
	FROM:
	 	 
	

	 	

	

	 	Name of Participant






     I am a participant in the Maxtor Corporation Restricted Stock Unit Plan (the “Plan”). In
accordance with Section 7.1 of the Plan, in the event of my death, I designate the following as my
beneficiary to receive all amounts payable to me under the Plan which I have not received prior to
my death:



	 	 	 	 	 
	

	 	Beneficiary’s Name:	 	 
	 
	 	 	 	

	 
	 	Social Security Number:	 	 
	

	 	 	 	

	

	 	Relationship:	 	 
	

	 	 	 	

	

	 	Address:	 	 
	
	 	 	 	

	
	 	 	 	 
	

	 	 	 	







     If you are married and your beneficiary is someone other than your spouse, then your spouse
must sign and date this form.



     This designation revokes all prior beneficiary designations I have made under the Plan.



	 	 	 	 	 
	Date:

	 	 

	 	 

	

	 	 	 	Signature of Participant






Consent of Spouse:




     I am the spouse of the above named Participant. I consent to the above designation of a
beneficiary other than me to receive payments due to my spouse under the Plan.



	 	 	 	 	 
	Date:

	 	 

	 	 

	

	 	 	 	Signature of Participant’s Spouse






 









 





Schedule to Exhibit 10.10




Forms of Restated Restricted Stock Unit Award Agreements




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Name of Participant	 	 	Form	 	 	Consideration	 	 	Award	 	 	Vesting Schedule	 
	 	 	 	 	 	 	 	 	 	 	Grant Date	 	 	 	 
	 	David Beaver

	 	 	A
	 	 	Nominal equity
incentive or
payment of cash
	 	 	March 23, 2004
	 	 	Standard three (3)
year vesting, with
acceleration upon
occurrence of
certain events	 
	 	Dr. C. S. Park


Michael J. Wingert


Fariba Danesh


Duston M. Williams



	 	 	B
	 	 	Nominal equity
incentive or
payment of cash
	 	 	Date of hire
	 	 	Standard three (3)

year vesting	 
	 	Kurt Richarz

	 	 	B
	 	 	Nominal equity
incentive or
payment of cash
	 	 	February 7, 2005
	 	 	Standard three (3)

year vesting