exv10w1



 






Exhibit 10.1



Maxtor Corporation


2005 Performance Incentive Plan


Effective May 13, 2005





 









 








Contents






	 	 	 	 	 
	Article 1. Establishment, Purpose, and Duration
	 	 	1	 
	Article 2. Definitions
	 	 	1	 
	Article 3. Administration
	 	 	8	 
	Article 4. Shares Subject to this Plan and Maximum Awards
	 	 	10	 
	Article 5. Eligibility and Participation
	 	 	12	 
	Article 6. Stock Options
	 	 	12	 
	Article 7. Stock Appreciation Rights
	 	 	14	 
	Article 8. Restricted Stock and Restricted Stock Units
	 	 	16	 
	Article 9. Performance Awards
	 	 	18	 
	Article 10. Cash-Based Awards and Other Stock-Based Awards
	 	 	20	 
	Article 11. Transferability of Awards
	 	 	21	 
	Article 12. Performance Measures and Performance Goals
	 	 	22	 
	Article 13. Nonemployee Director Awards
	 	 	24	 
	Article 14. Dividend Equivalent Rights
	 	 	24	 
	Article 15. Beneficiary Designation
	 	 	24	 
	Article 16. Rights of Participants
	 	 	25	 
	Article 17. Change in Control
	 	 	25	 
	Article 18. Amendment, Modification, Suspension, and Termination
	 	 	27	 
	Article 19. Tax Withholding
	 	 	27	 
	Article 20. Successors
	 	 	28	 
	Article 21. Compliance with Code Section 409A
	 	 	28	 
	Article 22. General Provisions
	 	 	31	 






i









 






Maxtor Corporation




2005 Performance Incentive Plan




Article 1. Establishment, Purpose, and Duration




     1.1 Establishment. Maxtor Corporation, a Delaware corporation (hereinafter referred to
as the “Company”), establishes an incentive compensation plan to be known as the 2005 Performance
Incentive Plan (hereinafter referred to as the “Plan”), as set forth in this document.



     This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance
Units, Cash-Based Awards, and Other Stock-Based Awards.



     This Plan shall become effective upon stockholder approval (the “Effective Date”) and shall
remain in effect as provided in Section 1.3 hereof.



     1.2 Purpose of this Plan. The purpose of this Plan is to provide a means whereby
Employees, Directors, and Third Party Service Providers of the Company develop a sense
of proprietorship and personal involvement in the development and financial success of the Company,
and to encourage them to devote their best efforts to the business of the Company, thereby
advancing the interests of the Company and its stockholders. A further purpose of this Plan is to
provide a means through which the Company may attract able individuals to become Employees
or serve as Directors or Third Party Service Providers of the Company and to provide a means
whereby those individuals upon whom the responsibilities of the successful administration and
management of the Company rest can acquire and maintain stock ownership, thereby strengthening
their concern for the welfare of the Company.



     1.3 Duration of this Plan. Unless sooner terminated as provided herein, this Plan
shall terminate ten (10) years from the Effective Date. After this Plan is terminated, no Awards
may be granted, but Awards previously granted shall remain outstanding in accordance with their
applicable terms and conditions and this Plan’s terms and conditions.



Article 2. Definitions




     Whenever used in this Plan, the following terms shall have the meanings set forth
below, and when the meaning is intended, the initial letter of the word shall be capitalized.




	 	2.1	 	“Affiliate” means (a) an entity that directly, or indirectly through one or more
intermediary entities, controls the Company, (b) an entity that is controlled by the
Company directly, or indirectly through one or more intermediary entities, or (c) except
for the offer and sale pursuant to the Plan of securities registered on Form S-8 under the
Securities Act of 1933, an entity that directly, or indirectly through one or more
intermediary entities, is under common control with the Company. For this purpose, the
term “control” (including the terms “controlled by” and “under common control with”) means
the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of the relevant entity, whether through the ownership of voting
securities, by contract or otherwise.




1









 






	 	2.2	 	“Annual Award Limit” or “Annual Award Limits” have the meaning set forth in Section
4.3.
	 
	 	2.3	 	“Award” means, individually or collectively, a grant under this Plan of Nonqualified
Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units,
Performance Shares, Performance Units, Cash-Based Awards, or Other Stock-Based Awards, in
each case subject to the terms of this Plan.
	 
	 	2.4	 	“Award Agreement” means either (a) a written or electronic agreement entered into by
the Company and a Participant setting forth the terms and conditions applicable to an
Award granted under this Plan, or (b) a written or electronic statement issued by the
Company to a Participant describing the terms and conditions of such Award.
	 
	 	2.5	 	“Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such
term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
	 
	 	2.6	 	“Board” or “Board of Directors” means the Board of Directors of the Company.
	 
	 	2.7	 	“Cash-Based Award” means an Award granted to a Participant as described in Article
10.
	 
	 	2.8	 	“Change in Control” means the occurrence of any of the following events:
	 
	 	(a)	 	Any Person becomes the Beneficial Owner of more than fifty percent (50%) of the
combined voting power of the then outstanding voting securities of the Company entitled to
vote generally in the election of Directors (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this Section 2.8, the following acquisitions shall
not constitute a Change in Control: (i) any acquisition by a Person who on the Effective
Date is the Beneficial Owner of more than fifty percent (50%) of the Outstanding Company
Voting Securities, (ii) any acquisition directly from the Company, including without
limitation, a public offering of securities, (iii) any acquisition by the Company, (iv)
any acquisition by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any of its subsidiaries, or (v) any acquisition by any corporation pursuant
to a transaction which complies with subparagraphs (i), (ii), and (iii) of Section 2.8(c);
	 
	 	(b)	 	A change in the composition of the Board within any twelve-month period, as a result
of which individuals who constitute the Board as of the Effective Date (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board, provided that
any individual becoming a Director subsequent to the Effective Date whose election, or
nomination for election by the Company’s stockholders, was approved by a vote of at least
a majority of the Directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in connection with an
actual or threatened election contest relating to the election or removal of the Directors
of the Company or other actual or threatened solicitation of proxies of consents by or on
behalf of a Person other than the Board;




2









 






	 	(c)	 	Consummation of a reorganization, merger, or consolidation to which the Company is a
party or a sale or other disposition of assets of the Company (the “Transferred Assets”)
that have a total gross fair market value equal to more than fifty percent (50%) of the
total gross fair market value of all of the assets of the Company immediately prior to
such sale or disposition (each such event, a “Business Combination”), in each case unless,
following such Business Combination: (i) all or substantially all of the individuals and
entities who were the Beneficial Owners of Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or indirectly,
more than fifty percent (50%) of the combined voting power of the outstanding voting
securities entitled to vote generally in the election of directors of the corporation
resulting from the Business Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or the Transferred Assets either
directly or through one or more subsidiaries) (the “Successor Entity”) in substantially
the same proportions as their ownership immediately prior to such Business Combination of
the Outstanding Company Voting Securities; and (ii) no Person (excluding any Successor
Entity or any employee benefit plan, or related trust, of the Company or such Successor
Entity) beneficially owns, directly or indirectly, more than fifty percent (50%) of the
combined voting power of the then outstanding voting securities of the Successor Entity,
except to the extent that such ownership existed prior to the Business Combination; and
(iii) at least a majority of the members of the board of directors of the Successor Entity
were members of the Incumbent Board (including persons deemed to be members of the
Incumbent Board by reason of the proviso to paragraph (b) of this Section 2.8) at the time
of the execution of the initial agreement or of the action of the Board providing for such
Business Combination; or
	 
	 	(d)	 	Approval by the stockholders of the Company of a complete liquidation or dissolution
of the Company.
	 
	 	2.9	 	“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.
For purposes of this Plan, references to sections of the Code shall be deemed to include
references to any applicable regulations thereunder and any successor or similar
provision.
	 
	 	2.10	 	“Committee” means the Compensation Committee of the Board or a subcommittee thereof,
or any other committee designated by the Board to administer this Plan. The members of
the Committee shall be appointed from time to time by and shall serve at the discretion of
the Board. If no committee of the Board has been appointed or is qualified to administer
the Plan, the Board shall exercise all of the powers of the Committee granted herein, and,
in any event, the Board may in its discretion exercise any or all of such powers.
	 
	 	2.11	 	“Company” means Maxtor Corporation, a Delaware corporation, and any successor thereto
as provided in Article 20.
	 
	 	2.12	 	“Covered Employee” means any Employee who is or may become a “covered employee,” as
defined in Code Section 162(m), or any successor statute, and who is designated, either as
an individual Employee or class of Employees, by the Committee no




3









 






	 	 	 	later than the earlier of (i) the date ninety (90) days after the beginning of the
Performance Period, or (ii) the date on which twenty-five percent (25%) of the
Performance Period has elapsed, as a “Covered Employee” under this Plan for such
applicable Performance Period.
	 
	 	2.13	 	“Director” means any individual who is a member of the Board of Directors of the
Company.
	 
	 	2.14	 	“Dividend Equivalent Right” mean the right of a Participant, granted at the
discretion of the Committee or as otherwise provided by the Plan, to receive a credit for
the account of such Participant in an amount equal to the cash dividends paid on one Share
represented by an Award held by such Participant.
	 
	 	2.15	 	“Effective Date” has the meaning set forth in Section 1.1.
	 
	 	2.16	 	“Employee” means any person designated as an employee on the payroll records of the
Company or an Affiliate. An Employee shall not include any individual during any period
he or she is classified or treated by the Company and/or an Affiliate as an independent
contractor, a consultant, or any employee of an employment, consulting, or temporary
agency or any other entity other than the Company or an Affiliate, without regard to
whether such individual is subsequently determined to have been, or is subsequently
retroactively reclassified as a common-law employee of the Company or an Affiliate during
such period.
	 
	 	2.17	 	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time, or any successor act thereto.
	 
	 	2.18	 	“Fair Market Value” or “FMV” means a price that is based on the opening, closing,
actual, high, low, or average selling prices of a Share reported on the New York Stock
Exchange or other established stock exchange (or exchanges) or market system on the
applicable date, the preceding trading day, the next succeeding trading day, or an average
of trading days, as determined by the Committee in its discretion. Unless the Committee
determines otherwise, if the Shares are traded on the New York Stock Exchange or the
NASDAQ National Market System at the time a determination of the Fair Market Value of a
Share is required to be made hereunder, its Fair Market Value shall be deemed to be equal
to the closing sale price of a Share on the applicable date (or on the most recent trading
day if the Shares were not traded on the applicable date). In the event Shares are not
publicly traded at the time a determination of their value is required to be made
hereunder, the determination of their Fair Market Value shall be made by the Committee in
such manner as it deems appropriate. Such definition(s) of FMV may be specified in each
Award Agreement and may differ depending on whether FMV is in reference to the grant,
exercise, vesting, settlement, or payout of an Award. The “Fair Market Value” of property
other than Shares shall be a value determined by the Committee, in its discretion.
	 
	 	2.19	 	“Freestanding SAR” means an SAR that is granted independently of any Options, as
described in Article 7.




4









 






	 	2.20	 	“Full Value Award” means an Award other than in the form of an ISO, NQSO, or SAR, and
which is settled by the issuance of Shares.
	 
	 	2.21	 	“Grant Price” means the price established at the time of grant of an SAR and used to
determine whether there is any payment due upon exercise of the SAR.
	 
	 	2.22	 	“Incentive Stock Option” or “ISO” means an Option to purchase Shares granted under
Article 6 to an Employee, that is designated as an Incentive Stock Option and that is
intended to meet the requirements of Code Section 422.
	 
	 	2.23	 	“Insider” means an individual who is, on the relevant date, an officer, or Director
of the Company, or a more than ten percent (10%) Beneficial Owner of any class of the
Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act,
as determined by the Board in accordance with Section 16 of the Exchange Act.
	 
	 	2.24	 	“Nonemployee Director” means a Director who is not an Employee.
	 
	 	2.25	 	“Nonemployee Director Award” means any NQSO, SAR, or Full Value Award granted
pursuant to Article 13, whether singly, in combination, or in tandem, to a Participant who
is a Nonemployee Director pursuant to such applicable terms, conditions, and limitations
as the Board or Committee may establish in accordance with this Plan.
	 
	 	2.26	 	“Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet
the requirements of Code Section 422 or that otherwise does not meet such requirements.
	 
	 	2.27	 	“Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described
in Article 6.
	 
	 	2.28	 	“Option Price” means the price at which a Share may be purchased by a Participant
pursuant to an Option.
	 
	 	2.29	 	“Other Stock-Based Award” means an equity-based or equity-related Award not otherwise
described by the terms of this Plan, granted pursuant to Article 10.
	 
	 	2.30	 	“Participant” means any eligible individual as set forth in Article 5 to whom an
Award is granted.
	 
	 	2.31	 	“Performance Award” means an Award of Performance Units or Performance Shares.
	 
	 	2.32	 	“Performance Award Formula” means, for any Performance Award, a formula or table
established by the Committee pursuant to Article 9 which provides the basis for computing
the value of a Performance Award at one or more threshold levels of attainment of the
applicable performance goal(s) measured as of the end of the applicable Performance
Period.




5









 






	 	2.33	 	“Performance-Based Compensation” means compensation under an Award that satisfies the
requirements of Code Section 162(m) for certain performance-based compensation paid to
Covered Employees.
	 
	 	2.34	 	“Performance Measures” mean one or more measures of business or financial performance
described in Article 12 which are approved by the Company’s stockholders pursuant to this
Plan in order to qualify compensation payable under Awards based upon the attainment of
performance goals established with respect to such Performance Measures as
Performance-Based Compensation.
	 
	 	2.35	 	“Performance Period” means the period of time at the end of which the attainment of
one or more performance goals is measured in order to determine the extent of the vesting
of an Award or the amount of the payment to be made upon the settlement of an Award.
	 
	 	2.36	 	“Performance Share” means a bookkeeping unit granted to a Participant pursuant to an
Award described in Article 9, representing the right to receive a value denominated in
Shares and in an amount, determined at the time such unit becomes payable, which is a
function of the extent to which one or more performance goals established with respect to
the Award have been achieved.
	 
	 	2.37	 	“Performance Unit” means a bookkeeping unit granted to a Participant pursuant to an
Award described in Article 9, representing the right to receive a value denominated in
money and in an amount, determined at the time such unit becomes payable, which is a
function of the extent to which one or more performance goals established with respect to
the Award have been achieved.
	 
	 	2.38	 	“Period of Restriction” means the period when Restricted Stock or Restricted Stock
Units are subject to a substantial risk of forfeiture (based on the passage of time, the
achievement of performance goals, or upon the occurrence of other events as determined by
the Committee, in its discretion), as provided in Article 8.
	 
	 	2.39	 	“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the
Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined
in Section 13(d) thereof.
	 
	 	2.40	 	“Plan” means the Maxtor Corporation 2005 Performance Incentive Plan.
	 
	 	2.41	 	“Plan Year” means the Company’s fiscal year, as adopted from time to time.
	 
	 	2.42	 	“Predecessor Plans” mean the Company’s Amended and Restated 1996 Stock Option Plan,
1998 Restricted Stock Plan and the options granted by Quantum Corporation and assumed by
the Company in connection with its acquisition in 2001 of the Quantum Corporation hard
drive business.
	 
	 	2.43	 	“Restricted Stock” means one or more Shares granted to a Participant pursuant to an
Award described in Article 8.




6









 






	 	2.44	 	“Restricted Stock Unit” means a bookkeeping unit granted to a Participant pursuant to
an Award described in Article 8, representing the right to receive one Share or its
equivalent in cash at a date following the date of grant.
	 
	 	2.45	 	“Service” means a Participant’s employment or service with the Company or an
Affiliate as an Employee, a Nonemployee Director or a Third Party Service Provider,
whichever such capacity the Participant held on the date of grant of the applicable Award
or, if later, the date on which the Participant’s Service commenced. Except as otherwise
determined by the Committee, a Participant’s Service shall be deemed to have terminated if
the Participant ceases to render Service in such initial capacity. A Participant’s
Service shall not be deemed to have terminated merely because of a change in the entity
within the group consisting of the Company and its Affiliates described in clauses (a) and
(b) of Section 2.1 for which the Participant renders Service in such initial capacity,
provided that there is no interruption or termination of the Participant’s Service.
However, except as otherwise determined by the Committee, a Participant’s Service shall be
deemed to have terminated if the Participant ceases to render Service to an entity
described in clauses (a) and (b) of Section 2.1 and commences rendering Service to an
entity described in clause (c) of Section 2.1. A Participant’s Service shall not be
deemed to have terminated if the Participant takes any military leave, sick leave, or
other bona fide leave of absence approved by the Company. However, if any such leave
taken by a Participant exceeds ninety (90) days, then on the ninety-first (91st) day
following the commencement of such leave the Participant’s Service shall be deemed to have
terminated unless the Participant’s right to return to Service is guaranteed by statute or
contract. Notwithstanding the foregoing, unless otherwise designated by the Company or
required by law, a leave of absence shall not be treated as Service for purposes of
determining vesting under the Participant’s Award Agreement. A Participant’s Service
shall be deemed to have terminated either upon an actual termination of Service or upon
the entity to which the Participant renders Service ceasing to be within the group
consisting of the Company and its Affiliates described in clauses (a) and (b) of Section
2.1. Subject to the foregoing, the Company, in its discretion, shall determine whether
the Participant’s Service has terminated and the effective date of such termination.
	 
	 	2.46	 	“Share” means a share of common stock of the Company.
	 
	 	2.47	 	“Stock Appreciation Right” or “SAR” means a bookkeeping unit granted to a Participant
pursuant to an Award described in Article 7, representing the right to receive payment of
an amount equal to the excess, if any, of the Fair Market Value of a Share on the date of
exercise of such Award over the Grant Price with respect to such Award.
	 
	 	2.48	 	“Tandem SAR” means an SAR that is granted in connection with a related Option
pursuant to Article 7, the exercise of which shall require forfeiture of the right to
purchase a Share under the related Option (and when a Share is purchased under the Option,
the Tandem SAR shall similarly be canceled).
	 
	 	2.49	 	“Ten Percent Owner” means a Participant who, at the time an Option is granted to the
Participant, owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any parent or subsidiary
corporation within the meaning of Code Section 422(b)(6).




7









 






	 	2.50	 	“Third Party Service Provider” means any consultant, agent, advisor, or independent
contractor who renders Service to the Company or an Affiliate that (a) is not in
connection with the offer and sale of the Company’s securities in a capital raising
transaction and (b) does not directly or indirectly promote or maintain a market for the
Company’s securities.





Article 3. Administration




     3.1 General. The Committee shall be responsible for administering this Plan, subject
to this Article 3 and the other provisions of this Plan. The Committee may employ attorneys,
consultants, accountants, agents, and other individuals, any of whom may be an Employee, and the
Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice,
opinions, or valuations of any such individuals. The Committee shall have full and exclusive
discretionary power to interpret the terms and the intent of this Plan and any Award Agreement or
other agreement or document ancillary to or in connection with this Plan. All actions taken and
all interpretations and determinations made by the Committee shall be final and binding upon the
Participants, the Company, and all other interested individuals.



     3.2 Authority of the Committee. In addition to any other powers set forth in the Plan and
subject to the provisions of the Plan, the Committee shall have the full and final power and
authority, in its discretion:




	 	(a)	 	to determine eligibility for Awards, the persons to whom, and the time or times at
which, Awards shall be granted and the number of Shares, units or monetary value to be
subject to each Award;
	 
	 	(b)	 	to determine the type of Award granted;
	 
	 	(c)	 	to determine the Fair Market Value of Shares or other property;
	 
	 	(d)	 	to determine the terms, conditions and restrictions applicable to each Award (which
need not be identical) and any Shares acquired pursuant thereto, including, without
limitation, (i) the Grant Price, Option Price or purchase price of Shares pursuant to any
Award, (ii) the method of payment for Shares purchased pursuant to any Award, (iii) the
method for satisfaction of any tax withholding obligation arising in connection with
Award, including by the withholding or delivery of Shares, (iv) the timing, terms and
conditions of the exercisability or vesting of any Award or any Shares acquired pursuant
thereto, (v) the Performance Measures, Performance Period, Performance Award Formula and
performance goals applicable to any Award and the extent to which such performance goals
have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the
Participant’s termination of Service on any of the foregoing, and (viii) all other terms,
conditions and restrictions applicable to any Award or Shares acquired pursuant thereto
not inconsistent with the terms of the Plan;




8









 






	 	(e)	 	to determine whether an Award will be settled in Shares, cash, or in any combination
thereof;
	 
	 	(f)	 	to approve one or more forms of Award Agreement;
	 
	 	(g)	 	to amend, modify, extend, cancel or renew any Award or to waive any restrictions or
conditions applicable to any Award or any Shares acquired pursuant thereto;
	 
	 	(h)	 	to accelerate, continue, extend or defer the exercisability or vesting of any Award
or any shares acquired pursuant thereto, including with respect to the period following a
Participant’s termination of Service;
	 
	 	(i)	 	without the consent of the affected Participant and notwithstanding the provisions of
any Award Agreement to the contrary, to unilaterally substitute at any time an SAR
providing for settlement solely in Shares in place of any outstanding Option, provided
that such SAR covers the same number of Shares and provides for the same exercise price
(subject in each case to adjustment in accordance with Section 4.4) as the replaced Option
and otherwise provides substantially equivalent terms and conditions as the replaced
Option, as determined by the Committee;
	 
	 	(j)	 	to prescribe, amend or rescind rules, guidelines and policies relating to the Plan,
or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including,
without limitation, as the Committee deems necessary or desirable to comply with the laws
or regulations of or to accommodate the tax policy, accounting principles or custom of,
foreign jurisdictions whose citizens may be granted Awards; and
	 
	 	(k)	 	to correct any defect, supply any omission or reconcile any inconsistency in the Plan
or any Award Agreement and to make all other determinations and take such other actions
with respect to the Plan or any Award as the Committee may deem advisable to the extent
not inconsistent with the provisions of the Plan or applicable law.





     3.3 Delegation. The Committee may delegate to one or more of its members or to one or more
officers of the Company or its Affiliates or to one or more agents or advisors such administrative
duties or powers as it may deem advisable, and the Committee or any individuals to whom it has
delegated duties or powers as aforesaid may employ one or more individuals to render advice with
respect to any responsibility the Committee or such individuals may have under this Plan.



     3.4 Option or SAR Repricing. Without the affirmative vote of holders of a majority of the
Shares cast in person or by proxy at a meeting of the stockholders of the Company at which a quorum
representing a majority of all outstanding Shares is present or represented by proxy, the Committee
shall not approve a program providing for either (a) the cancellation of outstanding Options or
SARs and the grant in substitution therefore of new Options or SARs having a lower Option Price or
Grant Price, respectively, or (b) the amendment of outstanding Options or SARs to reduce the Option
Price or Grant Price, respectively, thereof. This Section shall not be construed to apply to
“issuing or assuming a stock option in a transaction to which section 424(a) applies,” within the
meaning of Code Section 424.



9









 





Article 4. Shares Subject to this Plan and Maximum Awards




     4.1 Number of Shares Available for Awards.




	 	(a)	 	Subject to adjustment as provided in Section 4.4, the maximum number of authorized
but unissued or reacquired Shares available for issuance to Participants under this Plan
on or after the Effective Date (the “Share Authorization”) shall be the sum of:






	 	(i)	 	Twenty-two million (22,000,000) Shares,
	 
	 	(ii)	 	the number of Shares (not to exceed 5,800,000) which remained available
for grant under the Predecessor Plans as of the Effective Date,
	 
	 	(iii)	 	the number of Shares (not to exceed 22,000,000) subject to that
portion of any option or other award outstanding pusuant to the Predecessor Plans
as of the Effective Date which, on or after such date, expires or is terminated or
canceled for any reason without having been exercised or settled, and






	 	(b)	 	Subject to the Share Authorization, the maximum number of Shares that may be issued
pursuant to ISOs shall be 27,800,000 Shares.
	 
	 	(c)	 	Subject to adjustment as provided in Section 4.4 and subject to the Share
Authorization:






	 	(i)	 	the number of Shares subject to Nonemployee Director Awards granted
pursuant to Article 13 during the term of the Plan shall not exceed 2,500,000
Shares; and
	 
	 	(ii)	 	no Nonemployee Director may be granted a Nonemployee Director Award
covering more than 120,000 Shares in any Plan Year; provided, however, that (x)
this annual limit on Nonemployee Director Awards shall be increased to 180,000
Shares for any Nonemployee Director serving as Chairman or Lead Director of the
Board and (y) in the Plan Year in which an individual is first appointed or elected
to the Board as a Nonemployee Director, such individual may be granted a
Nonemployee Director Award covering up to an additional 60,000 Shares (a “New
Nonemployee Director Award”).






	 	(d)	 	Except with respect to a maximum of five percent (5%) of the Share Authorization, any
Full Value Awards which vest on the basis of the Participant’s continued Service shall not
provide for vesting which is any more rapid than over a three (3) year period and any Full
Value Awards which vest upon the attainment of performance goals shall provide for a
performance period of at least twelve (12) months.





     4.2 Share Usage. Shares covered by an Award shall only be counted as used to the extent they
are actually issued and are not forfeited. Any Shares subject to an Award which terminates by
expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, is settled
in cash in lieu of Shares, or is exchanged with the Committee’s permission, prior to the issuance
of Shares, for an Award not involving Shares, shall be available again for issuance under this
Plan. Moreover, if the Option Price of any Option granted under this Plan or the tax withholding
requirements with respect to any Award granted under this Plan are satisfied by tendering Shares to



10









 




the Company (by either actual delivery or by attestation), or if an SAR is exercised, only the
number of Shares issued, net of the Shares tendered, if any, will be deemed delivered for purposes
of determining the maximum number of Shares remaining available for issuance under this Plan.




     4.3 Annual Award Limits. To the extent the Committee determines that an Award to a Covered
Employee shall be designed to qualify as Performance-Based Compensation, the following limits (each
an “Annual Award Limit” and, collectively, “Annual Award Limits”) shall apply to grants of such
Awards under this Plan:




	 	(a)	 	Options: The maximum aggregate number of Shares subject to Options granted in any one
Plan Year to any one Participant shall not exceed two million (2,000,000).
	 
	 	(b)	 	Stock Appreciation Rights: The maximum aggregate number of Shares subject to SARs
granted in any one Plan Year to any one Participant shall not exceed two million
(2,000,000).
	 
	 	(c)	 	Restricted Stock or Restricted Stock Units: The maximum aggregate number of Shares
subject to Awards of Restricted Stock or Restricted Stock Units granted in any one Plan
Year to any one Participant shall not exceed one million (1,000,000).
	 
	 	(d)	 	Performance Awards: The maximum aggregate number of Shares, or equal Fair Market
Value of such number of Shares determined as of the date of grant, subject to Awards of
Performance Units or Performance Shares granted to any one Participant for each Plan Year
contained in the Performance Period(s) applicable to such Award(s) shall not exceed one
million (1,000,000).
	 
	 	(e)	 	Cash-Based Awards: The maximum aggregate amount awarded or credited with respect to
Cash-Based Awards granted to any one Participant for each Plan Year contained in the
Performance Period(s) applicable to such Award(s) shall not exceed five million dollars
($5,000,000).
	 
	 	(f)	 	Other Stock-Based Awards. The maximum aggregate number of Shares subject to Other
Stock-Based Awards granted in any one Plan Year to any one Participant shall not exceed
one million (1,000,000).





     4.4 Adjustments in Authorized Shares. In the event of any corporate event or transaction
(including, but not limited to, a change in the Shares of the Company or the capitalization of the
Company) such as a merger, consolidation, reorganization, recapitalization, separation, stock
dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or
property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like
change in capital structure or distribution (other than normal cash dividends) to stockholders of
the Company, or any similar corporate event or transaction, the Committee, in its sole discretion,
in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall
substitute or adjust, as applicable, the number and kind of Shares that may be issued under this
Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding
Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits,
and other value determinations applicable to outstanding Awards.



11









 





     The Committee, in its sole discretion, may also make appropriate adjustments in the terms of
any Awards under this Plan to reflect, or related to, such changes or distributions and to modify
any other terms of outstanding Awards, including modifications of performance goals, Performance
Award Formulas and changes in the length of Performance Periods. The determination of the
Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants
under this Plan.



     Subject to the provisions of Article 18, without affecting the number of Shares reserved or
available hereunder, the Committee may authorize the issuance or assumption of benefits under this
Plan in connection with any merger, consolidation, acquisition of property or stock, or
reorganization upon such terms and conditions as it may deem appropriate, subject to compliance
with Code Sections 409A and 422 and any related guidance issued by the U.S. Treasury Department,
where applicable.



Article 5. Eligibility and Participation




     5.1 Eligibility. Individuals eligible to participate in this Plan include all
Employees, Directors, and Third Party Service Providers.



     5.2 Actual Participation. Subject to the provisions of this Plan, the Committee may, from
time to time, select from all eligible individuals, those individuals to whom Awards shall be
granted and shall determine, in its sole discretion, the nature of, any and all terms permissible
by law, and the amount of each Award.



Article 6. Stock Options




     6.1 Grant of Options. Subject to the terms and provisions of this Plan, Options may be
granted to Participants in such number, upon such terms, and at any time and from time to time as
shall be determined by the Committee, in its sole discretion; provided that ISOs may be granted
only to eligible Employees of the Company or of any parent or subsidiary corporation (as permitted
by Code Section 422).



     6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall
specify the Option Price, the maximum duration of the Option, the number of Shares to which the
Option pertains, the conditions upon which an Option shall become vested and exercisable, and such
other provisions as the Committee shall determine which are not inconsistent with the terms of this
Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or a
NQSO.



     6.3 Option Price. The Option Price shall be determined by the Committee, in its discretion,
and shall be specified in the Award Agreement; provided, however, that (a) the Option Price must be
at least equal to one hundred percent (100%) of the FMV of the Shares on the effective date of
grant of the Option and (b) no ISO granted to a Ten Percent Owner shall have an Option Price less
than one hundred ten percent (110%) of the FMV of the Shares on the effective date of grant of the
Option. Notwithstanding the foregoing, an Option (whether an ISO or NQSO) may be granted with an
Option Price lower than the minimum Option Price set forth above if such Option is granted
pursuant to an assumption or substitution for another option in a manner that would qualify
under the provisions of Code Section 424(a).



12









 





     6.4 Term of Options. Each Option granted to a Participant shall expire at such time as the
Committee shall determine at the time of grant; provided, however, that (a) no Option shall be
exercisable later than the tenth (10th) anniversary of the effective date of its grant
and (b) no ISO granted to a Ten Percent Owner shall be exercisable later than the fifth
(5th) anniversary of the effective date of its grant.



     6.5 Exercise of Options. Options granted under this Article 6 shall be exercisable at such
times and be subject to such restrictions and conditions as the Committee shall in each instance
approve, which terms and restrictions need not be the same for each grant or for each Participant.



     6.6 Payment. Options granted under this Article 6 shall be exercised by the delivery of a
notice of exercise to the Company or an agent designated by the Company in a form specified or
accepted by the Committee, or by complying with any alternative procedures which may be authorized
by the Committee, setting forth the number of Shares with respect to which the Option is to be
exercised, accompanied by full payment for the Shares.



     A condition of the issuance of the Shares as to which an Option shall be exercised shall be
the payment of the Option Price. The Option Price of any Option shall be payable to the Company in
full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or
attestation) previously acquired Shares having an aggregate Fair Market Value at the time of
exercise equal to the Option Price (provided that except as otherwise determined by the Committee,
the Shares that are tendered must have been held by the Participant for at least six (6) months (or
such other period, if any, as the Committee may permit) prior to their tender to satisfy the
Option Price if acquired directly or indirectly from the Company other than pursuant to an open
market purchase); (c) by a combination of (a) and (b); or (d) any other method approved or accepted
by the Committee in its sole discretion, including, without limitation, if the Committee so
determines, a cashless (broker-assisted) exercise.



     Subject to any governing rules or regulations, as soon as practicable after receipt of written
notification of exercise and full payment (including satisfaction of any applicable tax
withholding), the Company shall issue or cause to be issued the Shares acquired pursuant to such
exercise and shall deliver such Shares to or for the benefit of the Participant by means of one or
more of the following: (i) by delivering to the Participant evidence of book entry Shares credited
to the account of the Participant, (ii) by depositing such Shares for the benefit of the
Participant with any broker with which the Participant has an account relationship, or (iii) by
delivering such Shares to the Participant in certificate form.



     Unless otherwise determined by the Committee, all payments under all of the methods indicated
above shall be paid in United States dollars.



     6.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any
Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem
advisable, including, without limitation, minimum holding period requirements, restrictions under
applicable federal securities laws, under the requirements of any stock exchange or market
upon which such Shares are then listed and/or traded, or under any blue sky or state
securities laws applicable to such Shares.



13









 





     6.8 Termination of Service. Each Award Agreement evidencing an Option shall set forth the
extent to which the Participant shall have the right to exercise the Option following termination
of the Participant’s Service. Such provisions shall be determined in the sole discretion of the
Committee, need not be uniform among all Options issued pursuant to this Article 6, and may reflect
distinctions based on the reasons for termination.



     6.9 ISO Fair Market Value Limitation. To the extent that options designated as ISOs (granted
under all stock option plans of the Company or any parent or subsidiary corporation, including the
Plan) become exercisable by a Participant for the first time during any calendar year for stock
having an aggregate Fair Market Value greater than $100,000 (or such other limit provided by Code
Section 422), the portion of such options which exceeds such amount shall be treated as NQSOs. For
purposes of this Section, options designated as ISOs shall be taken into account in the order in
which they were granted, and the Fair Market Value of stock shall be determined as of the time the
option with respect to such stock is granted. If an Option is treated as an ISO in part and as an
NQSO in part by reason of the limitation set forth in this Section, the Participant may designate
which portion of such Option the Participant is exercising. In the absence of such designation,
the Participant shall be deemed to have exercised the ISO portion of the Option first. Upon
exercise, shares issued pursuant to each such portion shall be separately identified.



Article 7. Stock Appreciation Rights




     7.1 Grant of SARs. Subject to the terms and conditions of this Plan, SARs may be
granted to Participants in such number, upon such terms, and at any time and from time to time as
shall be determined by the Committee, in its sole discretion. The Committee may grant Freestanding
SARs, Tandem SARs, or any combination of these forms of SARs.



     7.2 Award Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall
specify the Grant Price, the maximum duration of the SAR, the number of Shares to which the SAR
pertains, the conditions upon which the SAR shall become vested and exercisable, and such other
provisions as the Committee shall determine which are not inconsistent with the terms of this Plan.



     7.3 Grant Price. The Grant Price for each grant of a Freestanding SAR shall be determined by
the Committee and shall be specified in the Award Agreement; provided, however, the Grant Price
must be at least equal to one hundred percent (100%) of the FMV of the Shares on the effective date
of grant. The Grant Price of Tandem SARs shall be equal to the Option Price of the related Option.



     7.4 Term of SARs. The term of an SAR granted under this Plan shall be determined by the
Committee, in its sole discretion; provided, however, that no SAR shall be exercisable later than
the tenth (10th) anniversary of the effective date of its grant.



     7.5 Exercise of Freestanding SARs. Freestanding SARs granted under this Article 7 shall be
exercisable at such times and be subject to such restrictions and conditions as the Committee shall
in each instance approve, which terms and restrictions need not be the same for each grant or
for each Participant.



14









 





     7.6 Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares
subject to the related Option upon the surrender of the right to exercise the equivalent portion of
the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its
related Option is then exercisable.



     Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem SAR
granted in connection with an ISO: (a) the Tandem SAR will expire no later than the expiration of
the underlying ISO; (b) the value of the payout with respect to the Tandem SAR may be for no more
than one hundred percent (100%) of the excess of the Fair Market Value of the Shares subject to the
underlying ISO at the time the Tandem SAR is exercised over the Option Price of the underlying ISO;
and (c) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to
the ISO exceeds the Option Price of the ISO.



     7.7 Deemed Exercise of SARs. If, on the date on which an SAR would otherwise terminate or
expire, the SAR by its terms remains exercisable immediately prior to such termination or
expiration and, if so exercised, would result in a payment to the holder of such SAR, then any
portion of such SAR which has not previously been exercised shall automatically be deemed to be
exercised as of such date with respect to such portion.



     7.8 Settlement of SAR Amount. Upon the exercise of an SAR, the Participant shall be entitled
to receive payment from the Company in an amount determined by multiplying:




	 	(a)	 	The excess of the Fair Market Value of a Share on the date of exercise over the Grant
Price; by
	 
	 	(b)	 	The number of Shares with respect to which the SAR is exercised.





     Payment of such amount upon the exercise of SARs shall be made solely by means of the issuance
of Shares delivered to or for the benefit of the Participant by one or more of the means described
in Section 6.6.



     7.9 Restrictions on Share Transferability. The Committee may impose such restrictions on any
Shares acquired pursuant to the exercise of an SAR granted under this Article 7 as it may deem
advisable, including, without limitation, minimum holding period requirements, restrictions under
applicable federal securities laws, under the requirements of any stock exchange or market upon
which such Shares are then listed and/or traded, or under any blue sky or state securities laws
applicable to such Shares.



     7.10 Termination of Service. Each Award Agreement evidencing an SAR shall set forth the
extent to which the Participant shall have the right to exercise the SAR following termination of
the Participant’s Service. Such provisions shall be determined in the sole discretion of the
Committee, need not be uniform among all SARs issued pursuant to this Article 7, and may reflect
distinctions based on the reasons for termination.



15









 





Article 8. Restricted Stock and Restricted Stock Units




     8.1 Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and
provisions of this Plan, including the provisions of Article 21 with respect to Code Section 409A
if applicable, Awards of Restricted Stock and/or Restricted Stock Units may be granted to
Participants in such number, upon such terms, and at any time and from time to time as shall be
determined by the Committee, in its sole discretion.



     8.2 Award Agreement. Each Restricted Stock and/or Restricted Stock Unit grant shall be
evidenced by an Award Agreement that shall specify the purchase price, if any, the Period(s) of
Restriction, if any, the number of Shares of Restricted Stock or the number of Restricted Stock
Units granted, and such other provisions as the Committee shall determine which are not
inconsistent with the terms of this Plan.



     8.3 Purchase Price. The purchase price, if any, for Shares issuable under each Restricted
Stock Award shall be established by the Committee, in its discretion. No monetary payment (other
than applicable tax withholding, if any) shall be required as a condition of receiving a Restricted
Stock Unit Award, the consideration for which shall be services actually rendered to or for the
benefit of the Company or an Affiliate. Notwithstanding the foregoing, if required by applicable
state corporate law, the Participant shall furnish consideration in the form of cash or past
services rendered to or for the benefit of the Company or an Affiliate having a value not less than
the par value of the Shares issued pursuant to a Restricted Stock or Restricted Stock Unit Award.



     8.4 Purchase Period; Payment of Purchase Price. If the Committee determines to grant a
Participant the right to purchase Shares of Restricted Stock (a “Purchase Right”), such Purchase
Right shall be exercisable within a period established by the Committee, which shall in no event
exceed thirty (30) days from the effective date of the grant of the Purchase Right. Except as
otherwise provided below, payment of the purchase price for the number of Shares purchased pursuant
to a Purchase Right shall be made (a) in cash or its equivalent, (b) by such other consideration,
including past services rendered to or for the benefit of the Company or an Affiliate, as may be
approved by the Committee from time to time to the extent permitted by applicable law, or (c) by
any combination thereof. The Committee may at any time or from time to time grant Purchase Rights
which do not permit all of the foregoing forms of consideration to be used in payment of the
purchase price or which otherwise restrict one or more forms of consideration.



     8.5 Vesting Restrictions. The Committee shall impose such other conditions and/or
restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to this
Plan as it may deem advisable including, without limitation, restrictions based upon continued
Service, the achievement of specific performance goals, time-based restrictions on vesting
following the attainment of the performance goals, and/or other time-based restrictions. The
period during which Shares subject to an Award of Restricted Stock or Restricted Stock Units remain
subject to such conditions and/or restrictions shall be the “Period of Restriction” with respect to
such Shares. To the extent deemed appropriate by the Committee, the Company may retain the
certificates representing Shares of Restricted Stock in the Company’s possession until such time as
the Period of Restriction applicable to such Shares has lapsed.



16









 





     Except as otherwise provided in this Article 8 and subject to the satisfaction of any
applicable tax withholding obligations, Shares of Restricted Stock covered by each Restricted Stock
Award shall become freely transferable by the Participant after the Period of Restriction with
respect to such Shares has lapsed.



     8.6 Settlement of Restricted Stock Unit Awards. The Company shall issue to a Participant on
the date on which Restricted Stock Units subject to the Participant’s Restricted Stock Unit Award
vest or on such other date(s) determined by the Committee, in its discretion, and set forth in the
Award Agreement one (1) Share for each Restricted Stock Unit then becoming vested or otherwise to
be settled on such date, subject to the withholding of applicable taxes. If permitted by the
Committee, and subject to the provisions of Article 21 with respect to Code Section 409A, the
Participant may elect to defer receipt of all or any portion of the Shares issuable to the
Participant pursuant to this Section, and such deferred issuance date(s) elected by the Participant
shall be set forth in the Award Agreement. Shares issued in settlement of Restricted Stock Unit
Awards shall be delivered to or for the benefit of the Participant by one or more of the means
described in Section 6.6. Notwithstanding the foregoing, the Committee, in its discretion, may
provide for settlement of any Restricted Stock Unit Award by payment to the Participant in cash of
an amount equal to the Fair Market Value on the payment date of the Shares otherwise issuable to
the Participant pursuant to this Section.



     8.7 Certificate Legend. In addition to any legends placed on certificates pursuant to Section
8.5, each certificate representing Shares of Restricted Stock granted pursuant to this Plan may
bear a legend such as the following or as otherwise determined by the Committee in its sole
discretion:



     The sale or transfer of Shares of stock represented by this certificate, whether voluntary,
involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in
the Maxtor Corporation 2005 Performance Incentive Plan, and in the associated Award Agreement. A
copy of this Plan and such Award Agreement may be obtained from Maxtor Corporation.



     8.8 Voting Rights; Dividends and Distributions; Dividend Equivalent Rights. Unless otherwise
determined by the Committee and set forth in a Participant’s Award Agreement, to the extent
permitted or required by law, as determined by the Committee, Participants holding Shares of
Restricted Stock granted hereunder may be granted the right to exercise full voting rights and to
receive dividends and other distributions paid with respect to those Shares during the Period of
Restriction. However, in the event of a dividend or distribution paid in Shares or any other
adjustment made upon a change in the capital structure of the Company as described in Section 4.4,
any and all new, substituted or additional securities or other property (other than normal cash
dividends) to which the Participant is entitled by reason of the Participant’s Restricted Stock
Award shall be immediately subject to the same Period of Restriction as the Shares subject to such
Award with respect to which such dividends or distributions were paid or adjustments were made. A
Participant shall have no voting rights with respect to any Restricted Stock Unit Award until the
date of issuance of Shares in settlement of such Award. The Committee may, in its discretion,
grant Dividend Equivalent Rights with respect to one or more Restricted Stock Unit Awards, as
provided in Section 14.



     8.9 Restrictions on Share Transferability. The Committee may impose such restrictions on any
Shares acquired pursuant to Restricted Stock and Restricted Stock Unit Awards granted under



17









 




this Article 8 as it may deem advisable, including, without limitation, minimum holding period
requirements, restrictions under applicable federal securities laws, under the requirements of any
stock exchange or market upon which such Shares are then listed and/or traded, or under any blue
sky or state securities laws applicable to such Shares.




     8.10 Termination of Service. Each Award Agreement evidencing a Restricted Stock or Restricted
Stock Unit Award shall set forth the extent to which the Participant shall have the right to retain
Shares of Restricted Stock or Restricted Stock Units following termination of the Participant’s
Service. Such provisions shall be determined in the sole discretion of the Committee, need not be
uniform among all Shares of Restricted Stock or Restricted Stock Units issued pursuant to this
Plan, and may reflect distinctions based on the reasons for termination.



     8.11 Section 83(b) Election. The Committee may provide in an Award Agreement that the Award
of Restricted Stock is conditioned upon the Participant making or refraining from making an
election with respect to the Award under Code Section 83(b). If a Participant makes an election
pursuant to Code Section 83(b) concerning a Restricted Stock Award, the Participant shall be
required to file promptly a copy of such election with the Company.



Article 9. Performance Awards




     9.1 Grant of Performance Awards. Subject to the terms and provisions of this Plan,
including the provisions of Article 21 with respect to Code Section 409A, if applicable,
Performance Awards consisting of Performance Units and/or Performance Shares may be granted to
Participants in such number, upon such terms, and at any time and from time to time as shall be
determined by the Committee, in its sole discretion.



     9.2 Award Agreement. Each Performance Award shall be evidenced by an Award Agreement that
shall specify the number of Performance Units and/or Performance Shares subject to such Award and
the additional terms and conditions of such Award as the Committee shall determine which are not
inconsistent with the terms of this Plan.



     9.3 Initial Value of Performance Units or Performance Shares. Each Performance Unit shall
have an initial value that is established by the Committee at the time of grant. Each Performance
Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant.
The Committee shall set performance goals in its discretion which, depending on the extent to which
they are met, will determine the monetary value and/or number of Shares that will be paid to the
Participant in settlement of the Participant’s Performance Award.



     9.4 Establishment of Performance Period, Performance Goals and Performance Award Formula. In
granting each Performance Award, the Committee shall establish in writing the applicable
Performance Period, Performance Award Formula and one or more performance goals which, when
measured at the end of the Performance Period, shall determine on the basis of the Performance
Award Formula the final value of the Performance Award to be paid to the Participant. Unless
otherwise permitted in compliance with the requirements under Code Section 162(m), with respect to
each Performance Award intended to result in the payment of Performance-Based Compensation, the
Committee shall establish the performance goal(s) on the basis of one or more Performance Measures
described in Article 12 and the Performance Award Formula applicable to the



18









 




Performance Award no
later than the earlier of (a) the date ninety (90) days after the commencement
of the applicable Performance Period or (b) the date on which 25% of the Performance Period
has elapsed, and, in any event, at a time when the outcome of the performance goals remains
substantially uncertain. Once established, the performance goals and Performance Award Formula
applicable to a Performance Award intended to result in the payment of Performance-Based
Compensation shall not be changed during the Performance Period. The Company shall notify each
Participant granted a Performance Award of the terms of such Award, including the Performance
Period, performance goal(s) and Performance Award Formula.




     9.5 Determination of Final Value of Performance Awards. As soon as practicable following the
completion of the Performance Period applicable to a Performance Award, the Committee shall certify
in writing the extent to which the applicable performance goals have been attained and the
resulting final value of the Performance Award earned by the Participant and to be paid upon its
settlement in accordance with the applicable Performance Award Formula.



     9.6 Discretionary Adjustment of Award Formula. In its discretion, the Committee may, either
at the time it grants a Performance Award or at any time thereafter, provide for the positive or
negative adjustment of the Performance Award Formula applicable to any Performance Award not
intended to result in Performance-Based Compensation to reflect such Participant’s individual
performance in his or her position with the Company or such other factors as the Committee may
determine. If permitted under the Award Agreement evidencing a Performance Award intended to
result in Performance-Based Compensation, the Committee shall have the discretion, on the basis of
such criteria as may be established by the Committee, to reduce some or all of the value of the
Performance Award that would otherwise be paid to the Participant upon its settlement
notwithstanding the attainment of any performance goal and the resulting value of the Performance
Award determined in accordance with the Performance Award Formula. No such reduction may result in
an increase in the amount payable upon settlement of another Participant’s Performance Award that
is intended to result in Performance-Based Compensation.



     9.7 Settlement of Performance Awards. Subject to the provisions of Article 21 with respect to
Code Section 409A, as soon as practicable following the Committee’s determination and certification
in accordance with Sections 9.5 and 9.6 or on such other date(s) determined by the Committee, in
its discretion, and set forth in the Award Agreement, payment shall be made to each eligible
Participant of the final value of the Participant’s Performance Award. Payment of such amount
shall be made in the form of cash, Shares, or a combination thereof as determined by the Committee.
Unless otherwise provided in the Award Agreement evidencing a Performance Award, payment shall be
made in a lump sum. If permitted by the Committee, and subject to the provisions of Article 21
with respect to Code Section 409A, the Participant may elect to defer receipt of all or any portion
of the payment to be made to the Participant pursuant to this Section, and such deferred payment
date(s) elected by the Participant shall be set forth in the Award Agreement.



     If payment is to be made in Shares, the number of such Shares shall be determined by dividing
the final value of the Performance Award by the value of a Share determined by the method specified
in the Award Agreement. Such methods may include, without limitation, the closing market price on
a specified date (such as the settlement date) or an average of market prices over a series of
trading days. Shares issued in payment of any Performance Award may be fully vested and freely
transferable shares or may be Shares subject to a Period of Restriction as provided in Section 8.5.
Shares issued in settlement of Performance Awards shall be delivered to or for the benefit of
the Participant by one or more of the means described in Section 6.6.



19









 





     9.8 Voting Rights; Dividend Equivalent Rights. A Participant shall have no voting rights with
respect to Shares represented by a Performance Award until the date of the issuance of such Shares,
if any, in settlement of such Award. The Committee may, in its discretion, grant Dividend
Equivalent Rights with respect to one or more Performance Share Awards, as provided in Section 14.
Dividend Equivalent Rights shall not be granted with respect to Performance Units.



     9.9 Restrictions on Share Transferability. The Committee may impose such restrictions on any
Shares issued in settlement of Performance Awards under this Article 9 as it may deem advisable,
including, without limitation, minimum holding period requirements, restrictions under applicable
federal securities laws, under the requirements of any stock exchange or market upon which such
Shares are then listed and/or traded, or under any blue sky or state securities laws applicable to
such Shares.



     9.10 Termination of Service. Each Award Agreement evidencing a Performance Award shall set
forth the extent to which the Participant shall have the right to retain the Performance Award
following termination of the Participant’s Service. Such provisions shall be determined in the
sole discretion of the Committee, need not be uniform among all Performance Awards issued pursuant
to this Article 9, and may reflect distinctions based on the reasons for termination.



Article 10. Cash-Based Awards and Other Stock-Based Awards




     10.1 Grant of Cash-Based Awards. Subject to the terms and provisions of this Plan, the
Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such
amounts and upon such terms, including the achievement of specific performance goals, as the
Committee may determine.



     10.2 Grant of Other Stock-Based Awards. The Committee may grant other types of equity-based
or equity-related Awards not otherwise described by the terms of this Plan (including the grant or
offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions, as
the Committee shall determine. Such Awards may involve the transfer of actual Shares to
Participants, or payment in cash or otherwise of amounts based on the value of Shares and may
include, without limitation, Awards designed to comply with or take advantage of the applicable
local laws of jurisdictions other than the United States.



     10.3 Award Agreement. Each Cash-Based Award and Other Stock-Based Award shall be evidenced by
an Award Agreement that shall specify the monetary value or number of Shares subject to such Award
and the additional terms and conditions of such Award as the Committee shall determine which are
not inconsistent with the terms of this Plan.



     10.4 Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a
monetary payment amount or payment range as determined by the Committee. Each Other Stock-Based
Award shall be expressed in terms of Shares or units based on Shares, as determined by the
Committee. The Committee may establish performance goals with respect to any such Award in its
discretion. If the Committee exercises its discretion to establish performance goals, the final
value



20









 




of Cash-Based Awards or Other Stock-Based Awards that will be paid to the Participant will
depend on the extent to which the performance goals are met. The establishment of performance goals
with respect to any Cash-Based Award or Other Stock-Based Award intended to result in
Performance-Based Compensation shall comply the requirements applicable to Performance Awards set
forth in Section 9.4.




     10.5 Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect
to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of
the Award, in cash or Shares as the Committee determines. The determination and certification of
the final value with respect to any Cash-Based Award or Other Stock-Based Award intended to result
in Performance-Based Compensation shall comply the requirements applicable to Performance Awards
set forth in Sections 9.5 and 9.6. To the extent applicable, payment with respect to each
Cash-Based Award and Other Stock-Based Award shall be made in compliance with the provisions of
Article 21 with respect to Code Section 409A. Shares issued in settlement of Cash-Based Awards and
Other Stock-Based Awards shall be delivered to or for the benefit of the Participant by one or more
of the means described in Section 6.6.



     10.6 Voting Rights; Dividend Equivalent Rights. A Participant shall have no voting rights
with respect to Shares represented by a Cash-Based Award or Other Stock-Based Award until the date
of the issuance of such Shares, if any, in settlement of such Award. The Committee may, in its
discretion, grant Dividend Equivalent Rights with respect to one or more Other Stock-Based Awards,
as provided in Section 14. Dividend Equivalent Rights shall not be granted with respect to
Cash-Based Awards.



     10.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any
Shares issued in settlement of Cash-Based Awards and Other Stock-Based Awards under this Article 10
as it may deem advisable, including, without limitation, minimum holding period requirements,
restrictions under applicable federal securities laws, under the requirements of any stock exchange
or market upon which such Shares are then listed and/or traded, or under any blue sky or state
securities laws applicable to such Shares.



     10.8 Termination of Service. Each Award Agreement evidencing a Cash-Based Award or Other
Stock-Based Award shall set forth the extent to which the Participant shall have the right to
retain such Award following termination of the Participant’s Service. Such provisions shall be
determined in the sole discretion of the Committee, need not be uniform among all Cash-Based Awards
or Other Stock-Based Awards issued pursuant to this Article 10, and may reflect distinctions based
on the reasons for termination.



Article 11. Transferability of Awards




     11.1 Transferability. Except as provided in Section 11.2 below, during a Participant’s
lifetime, his or her Awards shall be exercisable only by the Participant. Awards shall not be
transferable other than by will or the laws of descent and distribution; no Awards shall be
subject, in whole or in part, to attachment, execution, or levy of any kind; and any purported
transfer in violation hereof shall be null and void. The Committee may establish such procedures
as it deems appropriate for a Participant to designate one or more beneficiaries to whom any
amounts payable or Shares deliverable in the event of, or following, the Participant’s death, may
be provided.



21









 





     11.2 Committee Action. The Committee may, in its discretion, determine that notwithstanding
Section 11.1, any or all Awards (other than ISOs) held by Employees or Directors shall be
transferable to and exercisable by such transferees, and subject to such terms and conditions, as
the Committee may deem appropriate; provided, however, that only the Participant to which the Award
had been granted or a “family member” (as defined below in Section 11.3 below) of such Participant
may be a transferee of such Award. Such a determination may be made at the time an Award is
granted or at any time thereafter.



     11.3 Family Member. For purposes of Section 11.2, “family member” shall mean a Participant’s
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the Participant’s household
(other than a tenant of the Participant), a trust in which these persons (or the Participant) have
more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or
the Participant) control the management of assets, and any other entity in which these persons (or
the Participant) own more than fifty percent (50%) of the voting interests.



Article 12. Performance Measures and Performance Goals




     12.1 Performance Measures. Unless and until the Committee proposes for stockholder
vote and the stockholders approve a change in the general Performance Measures set forth in this
Article 12, the performance goals upon which the payment or vesting of an Award to a Covered
Employee that is intended result in the payment of Performance-Based Compensation shall be based
solely upon one or more of the following Performance Measures:




	 	(a)	 	Revenue
	 
	 	(b)	 	Sales
	 
	 	(c)	 	Expenses
	 
	 	(d)	 	Net earnings or net income (before or after taxes);
	 
	 	(e)	 	Earnings per share;
	 
	 	(f)	 	Net sales or revenue growth;
	 
	 	(g)	 	Net operating profit;
	 
	 	(h)	 	Return measures (including, but not limited to, return on assets, capital, invested
capital, equity, sales, or revenue);
	 
	 	(i)	 	Cash flow (including, but not limited to, operating cash flow, free cash flow,cash
flow return on equity, and cash flow return on investment);
	 
	 	(j)	 	Earnings before or after any one or more of: stock-based compensation expense, taxes,
interest, depreciation, and amortization;
	 
	 	(k)	 	Gross or operating margins;

	 
	 	(l)	 	Productivity ratios;
	 
	 	(m)	 	Share price (including, but not limited to, growth measures and total stockholder
return);
	 
	 	(n)	 	Expense targets;
	 
	 	(o)	 	Margins;
	 
	 	(p)	 	Operating efficiency;
	 
	 	(q)	 	Market share;
	 
	 	(r)	 	Customer satisfaction;
	 
	 	(s)	 	Working capital targets;




22









 






	 	(t)	 	Economic value added or EVA® (net operating profit after tax minus the sum
of capital multiplied by the cost of capital);
	 
	 	(u)	 	Balance of cash, cash equivalents and marketable securities;
	 
	 	(v)	 	Employee satisfaction;
	 
	 	(w)	 	Employee retention;
	 
	 	(x)	 	Product development;
	 
	 	(y)	 	Completion of a joint venture or other corporate transaction; and
	 
	 	(z)	 	Completion of an identified special project.





     Performance Measures shall have the same meanings as used in the Company’s financial
statements, or, if such terms are not used in the Company’s financial statements, they shall have
the meaning applied pursuant to generally accepted accounting principles, or as used generally in
the Company’s industry. Any Performance Measure(s) may be used to measure the performance of the
Company and/or one or more Affiliates as a whole or any business unit of the Company or any
Affiliate or any combination thereof, as the Committee may deem appropriate. For purposes of the
Plan, Performance Measures shall be calculated prior to the accrual or payment during the same
accounting period of any Award the payment of which is based on the attainment of a performance
goal established with respect to such Performance Measure and subject to adjustment as provided in
Section 12.2 below.



     12.2 Evaluation of Performance Measures. The Committee may provide in any such Award that the
evaluation of one or more Performance Measures may include or exclude any of the following events
that occurs during a Performance Period: (a) asset write-downs, (b) litigation or claim judgments
or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or
provisions affecting reported results, (d) any reorganization and restructuring programs, (e)
extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or
in management’s discussion and analysis of financial condition and results of operations appearing
in the Company’s annual report to stockholders for the applicable year, (f) acquisitions or
divestitures, and (g) foreign exchange gains and losses. To the extent such inclusions or
exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the
requirements of Code Section 162(m) for deductibility.



     12.3 Performance Goals. Performance goals shall be established by the Committee on the basis
of targets to be attained with respect to one or more Performance Measures. Such targets may
include a minimum, maximum, target level and intermediate levels of performance, with the final
value of a Award determined under by the level attained during the applicable Performance Period.
Targets may be stated as absolute values or as values determined relative to an index, budget or
other standard selected by the Committee, such as the performance of a group of comparator
companies, or a published or special index that the Committee, in its sole discretion, deems
appropriate. A target with respect to the Performance Measure described in Section 12.1(m) above
[Share price] may be compared to various stock market indices. The Committee also has the
authority to provide for accelerated vesting of any Award based on the achievement of performance
goals pursuant to the Performance Measures specified in this Article 12.



     12.4 Adjustment of Performance-Based Compensation. Awards that are intended to qualify as
Performance-Based Compensation may not be adjusted upward. The Committee shall
retain the discretion to adjust such Awards downward, either on a formula or discretionary
basis or any combination, as the Committee determines.



23









 





     12.5 Committee Discretion. In the event that applicable tax and/or securities laws change to
permit Committee discretion to alter the governing Performance Measures without obtaining
stockholder approval of such changes, the Committee shall have sole discretion to make such changes
without obtaining stockholder approval. In addition, in the event that the Committee determines
that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the
Committee may make such grants without satisfying the requirements of Code Section 162(m) and base
vesting on Performance Measures other than those set forth in Section 12.1.



Article 13. Nonemployee Director Awards




     Nonemployee Directors may only be granted Nonemployee Director Awards under the Plan in
accordance with this Article 13 and Section 4.1(c). From time to time, the Board or the Committee
shall set the amount(s) and type(s) of Nonemployee Director Awards that shall be granted to all
Nonemployee Directors on a periodic, nondiscriminatory basis pursuant to the Plan, as well as the
additional amount(s) and type(s) of Nonemployee Director Awards, if any, to be awarded, also on a
periodic, nondiscriminatory basis, in consideration of one or more of the following: a Nonemployee
Director’s service on one or more of the committees of the Board, a Nonemployee Director’s service
as the chair of a committee of the Board, a Nonemployee Director’s service as Chairman or Lead
Director of the Board, or the initial election or appointment of an individual to the Board as a
Nonemployee Director. Subject to the limits set forth in Section 4.1(c) and the foregoing, the
Board or the Committee shall grant such Nonemployee Director Awards and New Nonemployee Director
Awards, as it shall from time to time determine.



Article 14. Dividend Equivalent Rights




     The Committee may, in its discretion, grant Dividend Equivalent Rights pursuant to the
Award Agreement evidencing any Restricted Stock Unit Award, Performance Share Award or Other
Stock–Based Award with respect to the payment of cash dividends on Shares during the period
beginning on the date such Award is granted and ending, with respect to particular Shares subject
to the Award, on the earlier of the date on which the Award is settled or the date on which it is
terminated. A Participant granted Dividend Equivalent Rights shall be credited with whole
bookkeeping units (each a “Dividend Equivalent Unit”) as of the date of payment of such cash
dividends on Shares. Each Dividend Equivalent Unit shall have a value as of any date equal to the
Fair Market Value of a Share on such date. The number of Dividend Equivalent Units (rounded to the
nearest whole number) to be so credited shall be determined by dividing (a) the amount of cash
dividends paid on such date with respect to the number of Shares then represented by the Award
(including Dividend Equivalent Units previously credited with respect to such Award) by (b) the
Fair Market Value of a Share on such date. Such Dividend Equivalent Units shall be subject to the
same terms, conditions and restrictions and shall be settled in the same manner and at the same
time (or as soon thereafter as practicable) as the Shares originally subject to the Award.



Article 15. Beneficiary Designation




     Subject to compliance with applicable local law and procedures, each Participant under
this Plan may, from time to time, name any beneficiary or beneficiaries (who may be named
contingently or
successively) to whom any benefit under this Plan is to be paid in case of his death before he
receives any or all of such benefit. Each such designation shall revoke all prior designations by
the same Participant, shall be in a form prescribed by the Company, and will be effective only when
filed by the Participant in writing with the Company during the Participant’s lifetime. In the
absence of any such beneficiary designation, benefits remaining unpaid or rights remaining
unexercised at the Participant’s death shall be paid or exercised by the Participant’s executor,
administrator, or legal representative.



24









 





Article 16. Rights of Participants




     16.1 Employment/Service. Nothing in this Plan or an Award Agreement shall interfere
with or limit in any way the right of the Company and/or its Affiliates to terminate any
Participant’s Service at any time or for any reason, nor confer upon any Participant any right to
continue his Service for any specified period of time.



     Neither an Award nor any benefits arising under this Plan shall constitute an employment
contract with the Company and/or its Affiliates and, accordingly, subject to Articles 3 and 18,
this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive
discretion of the Committee without giving rise to any liability on the part of the Company and/or
its Affiliates.



     16.2 Participation. No individual shall have the right to be selected to receive an Award
under this Plan, or, having been so selected, to be selected to receive a future Award.



     16.3 Rights as a Stockholder. Except as otherwise provided herein, a Participant shall have
none of the rights of a stockholder with respect to Shares covered by any Award until the
Participant becomes the owner of such Shares on the books and records of the Company or the
Company’s transfer agent.



Article 17. Change in Control




     17.1 Effect of Change in Control on Options and SARs. Subject to the provisions of
Article 21 with respect to Code Section 409A if applicable, the Committee may, in its sole
discretion, provide for any one or more of the following:




	 	(a)	 	Accelerated Vesting. The Committee may, in its sole discretion, provide in any Award
Agreement evidencing an Option or SAR for, or in the event of a Change in Control may take
such actions as it deems appropriate to provide for, acceleration of the exercisability
and vesting in connection with such Change in Control of any or all outstanding Options
and SARs and Shares acquired upon the exercise of such Options and SARs upon such
conditions, including termination of the Participant’s Service prior to, upon, or
following such Change in Control, and to such extent as the Committee shall determine.
	 
	 	(b)	 	Assumption or Substitution. In the event of a Change in Control, the surviving,
continuing, successor, or purchasing entity or parent thereof, as the case may be (the
“Acquiror”), may, without the consent of any Participant, either assume or otherwise
continue in full force and effect the Company’s rights and obligations under any or all
outstanding Options and SARs or substitute for any or all outstanding Options and SARs
substantially equivalent options and SARs (as the case may be) for the Acquiror’s stock.
Any Options or SARs which are neither assumed or continued by the Acquiror in connection
with the Change in Control nor exercised as of the time of consummation of the Change in
Control shall terminate and cease to be outstanding effective as of the time of
consummation of the Change in Control.




25









 






	 	(c)	 	Cash-Out. The Committee may, in its sole discretion and without the consent of any
Participant, determine that, upon the occurrence of a Change in Control, each or any
Option or SAR outstanding immediately prior to the Change in Control shall be canceled in
exchange for a payment with respect to each vested Share (and each unvested Share, if so
determined by the Committee and agreed to by the Acquiror) subject to such canceled Option
or SAR in (i) cash, (ii) in Shares or stock of a corporation or other business entity a
party to the Change in Control, or (iii) other property which, in any such case, shall be
in an amount having a Fair Market Value equal to the excess (the “Spread”) of the Fair
Market Value of the consideration to be paid per Share in the Change in Control over the
Option Price under such Option or the Grant Price under such SAR. In the event such
determination is made by the Committee, the Spread (reduced by applicable withholding
taxes, if any) shall be paid to Participants in respect of the vested portion of their
canceled Options and SARs as soon as practicable following the date of the Change in
Control and in respect of the unvested portion of their canceled Options and SARs in
accordance with the vesting schedule applicable to such Awards as in effect prior to the
Change in Control.





     17.2 Effect of Change in Control on Restricted Stock and Restricted Stock Units. Subject to
the provisions of Article 21 with respect to Code Section 409A if applicable, the Committee may, in
its sole discretion, provide in any Award Agreement evidencing a Restricted Stock Award or
Restricted Stock Unit Award for, or in the event of a Change in Control may take such actions as it
deems appropriate to provide for, acceleration of the lapsing of the Period of Restriction
applicable to the Shares subject to such Award (and, in the case of Restricted Stock Units,
acceleration of the settlement of such Award) upon such conditions, including termination of the
Participant’s Service prior to, upon, or following such Change in Control, and to such extent as
the Committee shall determine.



     17.3 Effect of Change in Control on Performance Awards. Subject to the provisions of Article
21 with respect to Code Section 409A if applicable, the Committee may, in its sole discretion,
provide in any Award Agreement evidencing a Performance Award for, or in the event of a Change in
Control may take such actions as it deems appropriate to provide for, acceleration of the vesting
and/or settlement of such Award upon such conditions, including termination of the Participant’s
Service prior to, upon, or following such Change in Control, and to such extent as the Committee
shall determine.



     17.4. Effect of Change in Control on Other Cash-Based Awards and Other Stock-Based Awards.
Subject to the provisions of Article 21 with respect to Code Section 409A if applicable, the
Committee may, in its sole discretion, provide in any Award Agreement evidencing an Other
Cash-Based Award or Other Stock-Based Award for, or in the event of a Change in Control may take
such actions as it deems appropriate to provide for, acceleration of the vesting and/or settlement
of such Award upon such conditions, including termination of the Participant’s Service prior to,
upon, or following such Change in Control, and to such extent as the Committee shall determine.



26









 





     17.5. Effect of Change in Control on Nonemployee Director Awards. Subject to the provisions
of Article 21 with respect to Code Section 409A if applicable, in the event of a Change in Control,
each outstanding Nonemployee Director Award shall become immediately exercisable and vested in full
and shall be settled effective as of the date of the Change in Control.



Article 18. Amendment, Modification, Suspension, and Termination




     18.1 Amendment, Modification, Suspension, and Termination. Subject to Section 18.3,
the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate
this Plan and any Award Agreement in whole or in part; provided, however, that no material
amendment of this Plan shall be made without stockholder approval if stockholder approval is
required by law, regulation, or stock exchange rule, including, but not limited to, the Securities
Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended, and, if
applicable, the New York Stock Exchange rules. No amendment, suspension or termination of this
Plan shall affect any then outstanding Award unless expressly provided by the Committee.



     18.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The
Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards
in recognition of unusual or nonrecurring events (including, without limitation, the events
described in Section 4.4 hereof) affecting the Company or the financial statements of the Company
or of changes in applicable laws, regulations, or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent unintended dilution or
enlargement of the benefits or potential benefits intended to be made available under this Plan.
The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and
binding on Participants under this Plan.



     18.3 Awards Previously Granted. Notwithstanding any other provision of this Plan to the
contrary (other than Section 18.4), no termination, amendment, suspension, or modification of this
Plan or an Award Agreement shall adversely affect in any material way any Award previously granted
under this Plan, without the written consent of the Participant holding such Award.



     18.4 Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the
contrary, the Committee may, in its sole and absolute discretion and without the consent of any
Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as
it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement to
any present or future law relating to plans of this or similar nature (including, but not limited
to, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder.



Article 19. Tax Withholding




     19.1 Tax Withholding in General. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount
to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to
be withheld with respect to any taxable event arising as a result of this Plan. The Company shall
have no obligation to deliver Shares or to make any payment in cash under this Plan unless and
until the tax withholding obligations of the Company and its Affiliates have been satisfied by the
Participant.



27









 





     19.2 Share Withholding. The Company shall have the right, but not the obligation, to deduct
from the Shares issuable to a Participant upon the exercise or settlement of an Award, or to accept
from the Participant the tender of, a number of whole Shares having a Fair Market Value on the date
the tax is to be determined equal to all or any part of the tax withholding obligations of the
Company and its Affiliates. The Fair Market Value of any Shares withheld or tendered to satisfy
any such tax withholding obligations shall not exceed the amount determined by the applicable
minimum statutory withholding rates. All Participant elections permitted by the Company pursuant
to this Section shall be irrevocable, made in writing, and signed by the Participant, and shall be
subject to any restrictions or limitations that the Company, in its sole discretion, deems
appropriate.



Article 20. Successors




     All obligations of the Company under this Plan with respect to Awards granted hereunder
shall be binding on any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.



Article 21. Compliance with Code Section 409A




     21.1 Awards Subject to Code Section 409A. The provisions of this Article 21 shall
apply to any Award or portion thereof that is or becomes subject to Code Section 409A. Awards
subject to Code Section 409A include, without limitation:




	 	(a)	 	Any NQSO or SAR that permits the deferral of compensation other than the deferral of
recognition of income until the exercise of the Award.
	 
	 	(b)	 	Any Restricted Stock Unit Award, Performance Award, Cash-Based Award or Other
Stock-Based Award that either (i) provides by its terms for settlement of all or any
portion of the Award on one or more dates following the Short-Term Deferral Period (as
defined below) or (ii) permits or requires the Participant to elect one or more dates on
which the Award will be settled.





     Subject to any applicable U.S. Treasury Regulations promulgated pursuant to Code Section 409A
or other applicable guidance, the term “Short-Term Deferral Period” means the period ending on the
later of (i) the date that is two and one-half months from the end of the Plan Year in which the
applicable portion of the Award is no longer subject to a substantial risk of forfeiture or (ii)
the date that is two and one-half months from the end of the Participant’s taxable year in which
the applicable portion of the Award is no longer subject to a substantial risk of forfeiture. For
this purpose, the term “substantial risk of forfeiture” shall have the meaning set forth in any
applicable U.S. Treasury Regulations promulgated pursuant to Code Section 409A or other applicable
guidance.



     21.2 Deferral and/or Distribution Elections. Except as otherwise permitted or required by
Section 409A or any applicable U.S. Treasury Regulations promulgated pursuant to Code Section 409A
or other applicable guidance, the following rules shall apply to any deferral and/or distribution
elections (each, an “Election”) that may be permitted or required by the Committee pursuant to an
Award subject to Code Section 409A:



28









 





     (a) All Elections must be in writing and specify the amount of the distribution in settlement
of an Award being deferred, as well as the time and form of distribution as permitted by this Plan.



     (b) All Elections shall be made by the end of the Participant’s taxable year prior to the year
in which services commence for which an Award may be granted to such Participant; provided,
however, that if the Award qualifies as “performance-based compensation” for purposes of Code
Section 409A and is based on services performed over a period of at least twelve (12) months, then
the Election may be made no later than six (6) months prior to the end of such period.



     (c) Elections shall continue in effect until a written election to revoke or change such
Election is received by the Company, except that a written election to revoke or change such
Election must be made prior to the last day for making an Election determined in accordance with
paragraph (b) above or as permitted by Section 21.3.



     21.3 Subsequent Elections. Any Award subject to Code Section 409A which permits a subsequent
Election to delay the distribution or change the form of distribution in settlement of such Award
shall comply with the following requirements:



     (a) No subsequent Election may take effect until at least twelve (12) months after the date on
which the subsequent Election is made;



     (b) Each subsequent Election related to a distribution in settlement of an Award not described
in Section 21.4(b), 21.4 (c), or 21.4 (f) must result in a delay of the distribution for a period
of not less than five (5) years from the date such distribution would otherwise have been made; and



     (c) No subsequent Election related to a distribution pursuant to Section 21.4 (d) shall be
made less than twelve (12) months prior to the date of the first scheduled payment under such
distribution.



     21.4 Distributions Pursuant to Deferral Elections. No distribution in settlement of an Award
subject to Code Section 409A may commence earlier than:



     (a) Separation from service (as determined by the Secretary of the United States Treasury);



     (b) The date the Participant becomes Disabled (as defined below);



     (c) Death;



     (d) A specified time (or pursuant to a fixed schedule) that is either (i) specified by the
Committee upon the grant of an Award and set forth in the Award Agreement evidencing such Award or
(ii) specified by the Participant in an Election complying with the requirements of Section 21.2
and/or 21.3, as applicable;



     (e) To the extent provided by the Secretary of the U.S. Treasury, a change in the ownership or
effective control or the Company or in the ownership of a substantial portion of the assets of the
Company; or



     (f) The occurrence of an Unforeseeable Emergency (as defined below).



29









 





     Notwithstanding anything else herein to the contrary, to the extent that a Participant is a
“Specified Employee” (as defined in Code Section 409A(a)(2)(B)(i)) of the Company, no distribution
pursuant to Section 21.4(a) in settlement of an Award subject to Code Section 409A may be made
before the date which is six (6) months after such Participant’s date of separation from service,
or, if earlier, the date of the Participant’s death.



     21.5 Unforeseeable Emergency. The Committee shall have the authority to provide in any Award
subject to Code Section 409A for distribution in settlement of all or a portion of such Award in
the event that a Participant establishes, to the satisfaction of the Committee, the occurrence of
an Unforeseeable Emergency. In such event, the amount(s) distributed with respect to such
Unforeseeable Emergency cannot exceed the amounts necessary to satisfy such Unforeseeable Emergency
plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution(s),
after taking into account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s
assets (to the extent the liquidation of such assets would not itself cause severe financial
hardship). All distributions with respect to an Unforeseeable Emergency shall be made in a lump
sum as soon as practicable following the Committee’s determination that an Unforeseeable Emergency
has occurred.



     The occurrence of an Unforeseeable Emergency shall be judged and determined by the Committee.
The Committee’s decision with respect to whether an Unforeseeable Emergency has occurred and the
manner in which, if at all, the distribution in settlement of an Award shall be altered or
modified, shall be final, conclusive, and not subject to approval or appeal.



     21.6 Disabled. The Committee shall have the authority to provide in any Award subject to Code
Section 409A for distribution in settlement of such Award in the event that the Participant becomes
Disabled. A Participant shall be considered “Disabled” if either:



     (a) the Participant is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than twelve (12) months, or



     (b) the Participant is, by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous period of not
less than twelve (12) months, receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering employees of the Participant’s
employer.



     All distributions payable by reason of a Participant becoming Disabled shall be paid in a lump
sum or in periodic installments as established by the Participant’s Election, commencing as soon as
practicable following the date the Participant becomes Disabled. If the Participant has made no
Election with respect to distributions upon becoming Disabled, all such distributions shall be paid
in a lump sum as soon as practicable following the date the Participant becomes Disabled.



30









 





     21.7 Death. If a Participant dies before complete distribution of amounts payable upon
settlement of an Award subject to Code Section 409A, such undistributed amounts shall be
distributed to his or her beneficiary under the distribution method for death established by the
Participant’s Election as soon as administratively possible following receipt by the Committee of
satisfactory notice and confirmation of the Participant’s death. If the Participant has made no
Election with respect to distributions upon death, all such distributions shall be paid in a lump
sum as soon as practicable following the date of the Participant’s death.



     21.8 No Acceleration of Distributions. Notwithstanding anything to the contrary herein, this
Plan does not permit the acceleration of the time or schedule of any distribution under this Plan,
except as provided by Code Section 409A and/or the Secretary of the U.S. Treasury.



Article 22. General Provisions




     22.1 Forfeiture Events.




	 	(a)	 	The Committee may specify in an Award Agreement that the Participant’s rights,
payments, and benefits with respect to an Award shall be subject to reduction,
cancellation, forfeiture, or recoupment upon the occurrence of certain specified events,
in addition to any otherwise applicable vesting or performance conditions of an Award.
Such events may include, but shall not be limited to, termination of Service for cause or
otherwise, violation of material Company and/or Affiliate policies, breach of
noncompetition, confidentiality, or other restrictive covenants that may apply to the
Participant, or other conduct by the Participant that is detrimental to the business or
reputation of the Company and/or its Affiliates.
	 
	 	(b)	 	If the Company is required to prepare an accounting restatement due to the material
noncompliance of the Company, as a result of misconduct, with any financial reporting
requirement under the securities laws, any Participant who knowingly or through gross
negligence engaged in the misconduct, or who knowingly or through gross negligence failed
to prevent the misconduct, and any Participant who is one of the individuals subject to
automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, shall reimburse
the Company the amount of any payment in settlement of an Award earned or accrued during
the twelve- (12-) month period following the first public issuance or filing with the
United States Securities and Exchange Commission (whichever first occurred) of the
financial document embodying such financial reporting requirement.





     22.2 Legends; Stop Transfer Instructions. Certificates for Shares may include any legend and
the Company may issue any stop transfer instructions with respect to Shares which the Committee
deems appropriate to reflect any restrictions on transfer of such Shares.



     22.3 Gender and Number. Except where otherwise indicated by the context, any masculine term
used herein also shall include the feminine, the plural shall include the singular, and the
singular shall include the plural. Use of the term “or” is not intended to be exclusive, unless
the context clearly requires otherwise.



31









 





     22.4 Severability. In the event any provision of this Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and
this Plan shall be construed and enforced as if the illegal or invalid provision had not been
included.



     22.5 Requirements of Law. The granting of Awards and the issuance of Shares under this Plan
shall be subject to all applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.



     22.6 Delivery of Title. The Company shall have no obligation to issue or deliver evidence of
title for Shares issued under this Plan prior to:




	 	(a)	 	Obtaining any approvals from governmental agencies that the Company determines are
necessary or advisable; and
	 
	 	(b)	 	Completion of any registration or other qualification of the Shares under any
applicable national or foreign law or ruling of any governmental body that the Company
determines to be necessary or advisable.





     22.7 Inability to Obtain Authority. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.



     22.8 Investment Representations. The Committee may require any individual receiving Shares
pursuant to an Award under this Plan to represent and warrant in writing that the individual is
acquiring the Shares for investment and without any present intention to sell or distribute such
Shares.



     22.9 Employees Based Outside of the United States. Notwithstanding any provision of this Plan
to the contrary, in order to comply with the laws in other countries in which the Company and/or
its Affiliates operate or have Employees, Directors, or Third Party Service Providers, the
Committee, in its sole discretion, shall have the power and authority to:




	 	(a)	 	Determine which Affiliates shall be covered by this Plan;
	 
	 	(b)	 	Determine which Employees and/or Directors or Third Party Service Providers outside
the United States are eligible to participate in this Plan;
	 
	 	(c)	 	Modify the terms and conditions of any Award granted to Employees and/or Directors or
Third Party Service Providers outside the United States to comply with applicable foreign
laws;
	 
	 	(d)	 	Establish subplans and modify exercise procedures and other terms and procedures, to
the extent such actions may be necessary or advisable. Any subplans and modifications to
Plan terms and procedures established under this Section 22.9 by the Committee shall be
attached to this Plan document as appendices; and




32









 






	 	(e)	 	Take any action, before or after an Award is made, that it deems advisable to obtain
approval or comply with any necessary local government regulatory exemptions or approval
requirements.





     Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards
shall be granted, that would violate applicable law.



     22.10 Uncertificated Shares. To the extent that this Plan provides for issuance of
certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a
noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock
exchange.



     22.11 Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to
any investments that the Company and/or its Affiliates may make to aid it in meeting its
obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship
between the Company and any Participant, beneficiary, legal representative, or any other
individual. To the extent that any person acquires a right to receive payments from the Company
and/or its Affiliates under this Plan, such right shall be no greater than the right of an
unsecured general creditor of the Company or an Affiliate, as the case may be. All payments to be
made hereunder shall be paid from the general funds of the Company or an Affiliate, as the case may
be, and no special or separate fund shall be established and no segregation of assets shall be made
to assure payment of such amounts except as expressly set forth in this Plan.



     22.12 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to
this Plan or any Award. The Committee shall determine whether cash, Awards, or other property
shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any
rights thereto shall be forfeited or otherwise eliminated.



     22.13 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash
paid pursuant to such Awards may be included as “compensation” for purposes of computing the
benefits payable to any Participant under the Company’s or any Affiliate’s retirement plans (both
qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides
that such compensation shall be taken into account in computing a Participant’s benefit.



     22.14 Nonexclusivity of this Plan. The adoption of this Plan shall not be construed as
creating any limitations on the power of the Board or Committee to adopt such other compensation
arrangements as it may deem desirable for any Participant.



     22.15 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a)
limit, impair, or otherwise affect the Company’s or an Affiliate’s right or power to make
adjustments, reclassifications, reorganizations, or changes of its capital or business structure,
or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its
business or assets; or (b) limit the right or power of the Company or an Affiliate to take any
action which such entity deems to be necessary or appropriate.



     22.16 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the
State of California, excluding any conflicts or choice of law rule or principle that might
otherwise



33









 




refer construction or interpretation of this Plan to the substantive law of another
jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under this
Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of
California, to resolve any and all issues that may arise out of or relate to this Plan or any
related Award Agreement.




     22.17 Indemnification. Subject to requirements of Delaware law, each individual who is or
shall have been a member of the Board, or a Committee appointed by the Board, or an officer of the
Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held
harmless by the Company against and from any loss, cost, liability, or expense that may be imposed
upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or
proceeding to which he may be a party or in which he or she may be involved by reason of any action
taken or failure to act under this Plan and against and from any and all amounts paid by him in
settlement thereof, with the Company’s approval, or paid by him in satisfaction of any judgement in
any such action, suit, or proceeding against him, provided he shall give the Company an
opportunity, at its own expense, to handle and defend the same before he undertakes to handle and
defend it on his own behalf, unless such loss, cost, liability, or expense is a result of his own
willful misconduct or except as expressly provided by statute.



     The foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such individuals may be entitled under the Company’s Certificate of
Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have
to indemnify them or hold them harmless.



34









 





MAXTOR CORPORATION




RESTRICTED
STOCK AGREEMENT

(For Persons Subject to Section 16 of the Exchange Act)




     Maxtor Corporation has granted to the Participant named in the Notice of Grant of Restricted
Stock (the “Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an
Award consisting of Shares subject to the terms and conditions set forth in the Notice and this
Agreement. The Award has been granted pursuant to the Maxtor Corporation 2005 Performance
Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are
incorporated herein by reference. By signing the Notice, the Participant: (a) acknowledges receipt
of and represents that the Participant has read and is familiar with the Notice, this Agreement,
the Plan and a prospectus for the Plan in the form most recently registered with the Securities and
Exchange Commission (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and
conditions of the Notice, this Agreement and the Plan and (c) agrees to accept as binding,
conclusive and final all decisions or interpretations of the Committee upon any questions arising
under the Notice, this Agreement or the Plan.



     1. Definitions and Construction.



          1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Notice or the Plan.




          1.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Agreement. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly
requires otherwise.




     2. Administration.



          All questions of interpretation concerning the Notice and this Agreement shall be determined
by the Committee. All determinations by the Committee shall be final and binding upon all persons
having an interest in the Award. Any officer of the Company shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation, or election which is the
responsibility of or which is allocated to the Company herein, provided the officer has apparent
authority with respect to such matter, right, obligation, or election.




     3. The Award.



          3.1 Grant and Issuance of Shares. On the Date of Grant, the Participant shall acquire and the
Company shall issue, subject to the provisions of this Agreement, a number of Shares equal to the
Total Number of Shares set forth in the Notice. As a condition to the issuance of the Shares, the
Participant shall execute and deliver to the Company along with the Notice the Assignment Separate
from Certificate duly endorsed (with date and number of Shares blank) in the form attached to the
Notice.




 









 








          3.2 No Monetary Payment Required. The Participant is not required to make any monetary
payment (other than applicable tax withholding, if any) as a condition to receiving the Shares, the
consideration for which shall be past services actually rendered and/or future services to be
rendered to the Company and/or its Affiliates or for their benefit. Notwithstanding the foregoing,
if required by applicable state corporate law, the Participant shall furnish consideration in the
form of cash or past services rendered or for the benefit of the Company and/or its Affiliates
having not less than the par value of the Shares issued pursuant to the Award.




          3.3 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby
authorizes the Company, in its sole discretion, to deposit the Shares with the Company’s transfer
agent, including any successor transfer agent, to be held in book entry form during the term of the
Escrow pursuant to Section 6. Except as provided by the preceding sentence, a certificate for the
Shares shall be registered in the name of the Participant, or, if applicable, in the names of the
heirs of the Participant.




          3.4 Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to
compliance with all applicable requirements of federal, state or foreign law with respect to such
securities. No Shares shall be issued hereunder if their issuance would constitute a violation of
any applicable federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Shares may then be listed. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares
shall relieve the Company of any liability in respect of the failure to issue such Shares as to
which such requisite authority shall not have been obtained. As a condition to the issuance of the
Shares, the Company may require the Participant to satisfy any qualifications that may be necessary
or appropriate, to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the Company.




     4. Period of Restriction/Vesting of Shares.



          The Shares shall vest and become Vested Shares as provided in the Notice; provided however,
that Shares that would otherwise become Vested Shares on a date on which a sale of such Shares by
the Participant would violate the Insider Trading Policy of the Company shall, not withstanding the
vesting schedule set forth in the Notice, become Vested Shares on the next day on which such sale
would not violate the Insider Trading Policy. For purposes of this Section, “Insider Trading
Policy” means the written policy of the Company pertaining to the sale, transfer or other
disposition of the Company’s equity securities by members of the Board, officers or other employees
who may possess material, non-public information regarding the Company, as in effect at the time of
a disposition of any Shares. No additional Shares will become Vested Shares following the
Participant’s termination of Service for any reason.




2









 








     5. Company Reacquisition Right.



          In the event that (a) the Participant’s Service terminates for any reason or no reason, with
or without cause, or (b) the Participant, the Participant’s legal representative, or other holder
of the Shares, attempts to sell, exchange, transfer, pledge, or otherwise dispose of (other than
pursuant to a Change in Control) any Shares which are not Vested Shares (“Unvested Shares”), the
Company shall automatically reacquire the Unvested Shares and the Participant shall not be entitled
to any payment therefor (the “Company Reacquisition Right”).




     6. Escrow.



          6.1 Appointment of Agent. To ensure that Shares subject to the Company Reacquisition Right
will be available for reacquisition, the Participant and the Company hereby appoint the Secretary
of the Company, or any other person designated by the Company, as their agent and as
attorney-in-fact for the Participant (the “Agent”) to hold any and all Unvested Shares and to sell,
assign and transfer to the Company any such Unvested Shares reacquired by the Company pursuant to
the Company Reacquisition Right. The Participant understands that appointment of the Agent is a
material inducement to make this Agreement and that such appointment is coupled with an interest
and is irrevocable. The Agent shall not be personally liable for any act the Agent may do or omit
to do hereunder as escrow agent, agent for the Company, or attorney in fact for the Participant
while acting in good faith and in the exercise of the Agent’s own good judgment, and any act done
or omitted by the Agent pursuant to the advice of the Agent’s own attorneys shall be conclusive
evidence of such good faith. The Agent may rely upon any letter, notice or other document executed
by any signature purporting to be genuine and may resign at any time.




          6.2 Establishment of Escrow. The Participant authorizes the Company to deposit the Unvested
Shares with the Company’s transfer agent to be held in book entry form, as provided in Section 3.3,
and the Participant agrees to deliver to and deposit with the Agent each certificate, if any,
evidencing the Shares and an Assignment Separate from Certificate with respect to such book entry
shares and each such certificate duly endorsed (with date and number of Shares blank) in the form
attached to the Notice, to be held by the Agent under the terms and conditions of this Section 6
(the “Escrow”). Upon the occurrence of a Change in Control or a change, as described in Section 8,
in the character or amount of any outstanding stock of the corporation the stock of which is
subject to the provisions of this Agreement, any and all new, substituted or additional securities
or other property to which the Participant is entitled by reason of his or her ownership of the
Shares that remain, following such Change in Control or change described in Section 8, subject to
the Company Reacquisition Right shall be immediately subject to the Escrow to the same extent as
the Shares immediately before such event. The Company shall bear the expenses of the Escrow.




          6.3 Delivery of Shares to Participant. The Escrow shall continue with respect to any Shares
for so long as such Shares remain subject to the Company Reacquisition Right. Upon termination of
the Reacquisition Right with respect to Shares, the Company shall so notify the Agent and direct
the Agent to deliver such number of Shares to the Participant. As soon as practicable after
receipt of such notice, the Agent shall cause to be delivered to the
Participant the Shares specified by such notice, and the Escrow shall terminate with respect
to such Shares.





3









 








     7. Tax Matters.



          7.1 Tax Withholding.




               (a) In General. At the time the Notice is executed, or at any time thereafter as requested by
the Company and/or its Affiliates, the Participant hereby authorizes withholding from payroll and
any other amounts payable to the Participant, and otherwise agrees to make adequate provision for,
any sums required to satisfy the federal, state, local and foreign tax withholding obligations of
the Company and/or its Affiliates, if any, which arise in connection with the Award, including,
without limitation, obligations arising upon (a) the transfer of Shares to the Participant, (b) the
lapsing of any restriction with respect to any Shares, (c) the filing of an election to recognize
tax liability, or (d) the transfer by the Participant of any Shares. The Company shall have no
obligation to deliver the Shares or to release any Shares from the Escrow established pursuant to
Section 6 until the tax withholding obligations of the Company and/or its Affiliates have been
satisfied by the Participant.



               (b) Withholding in Shares. The Participant may satisfy all or any portion of the Company’s
and/or its Affiliates’ tax withholding obligations by requesting the Company to withhold a number
of whole, Vested Shares otherwise deliverable to the Participant or by tendering to the Company a
number of whole, Vested Shares or vested shares acquired otherwise than pursuant to the Award
having, in any such case, a fair market value, as determined by the Company as of the date on which
the tax withholding obligations arise, not in excess of the amount of such tax withholding
obligations determined by the applicable minimum statutory withholding rates. Any adverse
consequences to the Participant resulting from the procedure permitted under this Section,
including, without limitation, tax consequences, shall be the sole responsibility of the
Participant.



          7.2 Election Under Section 83(b) of the Code.




               (a) The Participant understands that Section 83 of the Code taxes as ordinary income the
difference between the amount paid for the Shares, if anything, and the fair market value of the
Shares as of the date on which the Shares are “substantially vested,” within the meaning of Section
83. In this context, “substantially vested” means that the right of the Company to reacquire the
Shares pursuant to the Company Reacquisition Right has lapsed. The Participant understands that he
or she may elect to have his or her taxable income determined at the time he or she acquires the
Shares rather than when and as the Company Reacquisition Right lapses by filing an election under
Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after
the date of acquisition of the Shares. The Participant understands that failure to make a timely
filing under Section 83(b) will result in his or her recognition of ordinary income, as the Company
Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair
market value of the Shares at the time such restrictions lapse. The Participant further
understands, however, that if Shares with respect to which an election under Section 83(b) has been
made are forfeited to the Company pursuant to its




4










 






Company Reacquisition Right, such forfeiture will be treated as a sale on which there is
realized a loss equal to the excess (if any) of the amount paid (if any) by the Participant for the
forfeited Shares over the amount realized (if any) upon their forfeiture. If the Participant has
paid nothing for the forfeited Shares and has received no payment upon their forfeiture, the
Participant understands that he or she will be unable to recognize any loss on the forfeiture of
the Shares even though the Participant incurred a tax liability by making an election under Section
83(b).




               (b) The Participant understands that he or she should consult with his or her tax advisor
regarding the advisability of filing with the Internal Revenue Service an election under Section
83(b) of the Code, which must be filed no later than thirty (30) days after the date of the
acquisition of the Shares pursuant to this Agreement. Failure to file an election under Section
83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant
acknowledges that he or she has been advised to consult with a tax advisor regarding the tax
consequences to the Participant of the acquisition of Shares hereunder. ANY ELECTION UNDER SECTION
83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH
THE PARTICIPANT ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT
ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANT’S SOLE
RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH
ELECTION ON HIS OR HER BEHALF.



               (c) The Participant will notify the Company in writing if the Participant files an election
pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from
the Participant evidence of such filing, to claim a tax deduction for any amount which would
otherwise be taxable to the Participant in the absence of such an election.



     8. Adjustments in Authorized Shares.



          In the event of any corporate event or transaction (including, but not limited to, a change in
the Shares of the Company or the capitalization of the Company) such as a merger, consolidation,
reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split,
split up, spin-off, or other distribution of stock or property of the Company, combination of
Shares, exchange of Shares, dividend in kind, or other like change in capital structure or
distribution (other than normal cash dividends) to stockholders of the Company, or any similar
corporate event or transaction, the Committee, in its sole discretion, in order to prevent dilution
or enlargement of Participants’ rights under this Award, shall substitute or adjust, as applicable,
the number and kind of Shares that may be issued under this Award. Any fractional share resulting
from an adjustment pursuant to this Section 8 shall be rounded down to the nearest whole number.
Such adjustments shall be determined by the Committee, and its determination shall be final,
binding and conclusive.




5









 








     9. Rights as a Stockholder, Director, Employee or Consultant.



          The Participant shall have no rights as a stockholder with respect to any Shares subject to
the Award until the date of the issuance of the Shares (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company). No adjustment
shall be made for dividends, distributions or other rights for which the record date is prior to
the date the Shares are issued, except as provided in Section 8. Subject the provisions of this
Agreement, the Participant shall exercise all rights and privileges of a stockholder of the Company
with respect to Shares deposited in the Escrow pursuant to Section 6. If the Participant is an
Employee, the Participant understands and acknowledges that, except as otherwise provided in a
separate, written employment agreement between the Company and/or its Affiliates and the
Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in
this Agreement shall confer upon the Participant any right to continue in the Service of the
Company and/or its Affiliates or interfere in any way with any right of the Company and/or its
Affiliates to terminate the Participant’s Service at any time.




     10. Legends.



          The Company may at any time place legends referencing the Company Reacquisition Right and any
applicable federal, state or foreign securities law restrictions on all certificates representing
Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company,
promptly present to the Company any and all certificates representing the Shares in the possession
of the Participant in order to carry out the provisions of this Section. Unless otherwise
specified by the Company, legends placed on such certificates may include, but shall not be limited
to, the following:





“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN AN
AGREEMENT BETWEEN THIS CORPORATION AND THE REGISTERED HOLDER, OR HIS PREDECESSOR IN
INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.”



     11. Transfers in Violation of Agreement.



          No Shares may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise
disposed of, including by operation of law, in any manner which violates any of the provisions of
this Agreement and, except pursuant to a Change in Control, until the date on which such shares
become Vested Shares, and any such attempted disposition shall be void. The Company shall not be
required (a) to transfer on its books any Shares which will have been transferred in violation of
any of the provisions set forth in this Agreement or (b) to treat as owner of such Shares or to
accord the right to vote as such owner or to pay dividends to any transferee to whom such Shares
will have been so transferred. In order to enforce its rights under this Section, the Company
shall be authorized to give a stop transfer instruction with respect to the Shares to the Company’s
transfer agent.




6









 








     12. Miscellaneous Provisions.



          12.1 Amendment. The Committee may amend this Agreement at any time; provided, however, that
no such amendment may adversely affect the Participant’s rights under this Agreement without the
consent of the Participant. No amendment or addition to this Agreement shall be effective unless
in writing.




          12.2 Nontransferability of the Award. Rights to acquire Shares pursuant to this Award shall
not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or by the laws of descent and distribution. All rights with
respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant
or the Participant’s guardian or legal representative.




          12.3 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Agreement.




          12.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns
of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the
Participant and the Participant’s heirs, executors, administrators, successors and assigns.




          12.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or
any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given (except to the extent that this Agreement provides for effectiveness only upon
actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address,
if any, provided for the Participant by the Company and/or its Affiliates, or upon deposit in the
U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally
recognized overnight courier service, with postage and fees prepaid, addressed to the other party
at the address shown below that party’s signature to the Notice or at such other address as such
party may designate in writing from time to time to the other party.




               (a) Description of Electronic Delivery. The Plan documents, which may include but do not
necessarily include: the Plan, the Notice, this Agreement, the Plan Prospectus, and any reports of
the Company provided generally to the Company’s stockholders, may be delivered to the Participant
electronically. In addition, the parties may deliver electronically any notices called for in
connection with the Escrow. Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the internet site of a third party involved
in administering the Plan, the delivery of the document via e-mail or such other means of
electronic delivery specified by the Company.



               (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has
read Section 12.5(a) of this Agreement and consents to the electronic delivery of the Plan
documents and notices in connection with the Escrow, as described in Section 12.5(a). The
Participant acknowledges that he or she may receive from the Company a



7









 




paper copy of any documents delivered electronically at no cost to the Participant by
contacting the Chief Financial Officer of the Company by telephone or in writing. The Participant
further acknowledges that the Participant will be provided with a paper copy of any documents if
the attempted electronic delivery of such documents fails. Similarly, the Participant understands
that the Participant must provide the Company or any designated third party administrator with a
paper copy of any documents if the attempted electronic delivery of such documents fails. The
Participant may revoke his or her consent to the electronic delivery of documents described in
12.5(a) or may change the electronic mail address to which such documents are to be delivered (if
Participant has provided an electronic mail address) at any time by notifying the Company of such
revoked consent or revised e-mail address by telephone, postal service or electronic mail.
Finally, the Participant understands that he or she is not required to consent to electronic
delivery of documents described in Section 12.5(a).




          12.6 Integrated Agreement. The Notice, this Agreement and the Plan, together with the
Superseding Agreement, if any, shall constitute the entire understanding and agreement of the
Participant and the Company and/or its Affiliates with respect to the subject matter contained
herein or therein and supersedes any prior agreements, understandings, restrictions,
representations, or warranties among the Participant and the Company and/or its Affiliates with
respect to such subject matter other than those as set forth or provided for herein or therein. To
the extent contemplated herein or therein, the provisions of the Notice and the Agreement shall
survive any settlement of the Award and shall remain in full force and effect.




          12.7 Applicable Law. This Agreement shall be governed by the laws of the State of California
as such laws are applied to agreements between California residents entered into and to be
performed entirely within the State of California.




          12.8 Counterparts. The Notice may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.




8









 








MAXTOR
CORPORATION

RESTRICTED STOCK AGREEMENT



     Maxtor Corporation has granted to the Participant named in the Notice of Grant of
Restricted Stock (the “Notice”) to which this Restricted Stock Agreement (the “Agreement”) is
attached an Award consisting of Shares subject to the terms and conditions set forth in the Notice
and this Agreement. The Award has been granted pursuant to the Maxtor Corporation 2005 Performance
Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are
incorporated herein by reference. By signing the Notice, the Participant: (a) acknowledges receipt
of and represents that the Participant has read and is familiar with the Notice, this Agreement,
the Plan and a prospectus for the Plan in the form most recently registered with the Securities and
Exchange Commission (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and
conditions of the Notice, this Agreement and the Plan and (c) agrees to accept as binding,
conclusive and final all decisions or interpretations of the Committee upon any questions arising
under the Notice, this Agreement or the Plan.



     1. Definitions and Construction.



          1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Notice or the Plan.




          1.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Agreement. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly
requires otherwise.




     2. Administration.



          All questions of interpretation concerning the Notice and this Agreement shall be determined
by the Committee. All determinations by the Committee shall be final and binding upon all persons
having an interest in the Award. Any officer of the Company shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation, or election which is the
responsibility of or which is allocated to the Company herein, provided the officer has apparent
authority with respect to such matter, right, obligation, or election.




     3. The Award.



          3.1 Grant and Issuance of Shares. On the Date of Grant, the Participant shall acquire and the
Company shall issue, subject to the provisions of this Agreement, a number of Shares equal to the
Total Number of Shares set forth in the Notice. As a condition to the issuance of the Shares, the
Participant shall execute and deliver to the Company along with the Notice the Assignment Separate
from Certificate duly endorsed (with date and number of Shares blank) in the form attached to the
Notice.




 









 








          3.2 No Monetary Payment Required. The Participant is not required to make any monetary
payment (other than applicable tax withholding, if any) as a condition to receiving the Shares, the
consideration for which shall be past services actually rendered and/or future services to be
rendered to the Company and/or its Affiliates or for their benefit. Notwithstanding the foregoing,
if required by applicable state corporate law, the Participant shall furnish consideration in the
form of cash or past services rendered or for the benefit of the Company and/or its Affiliates
having not less than the par value of the Shares issued pursuant to the Award.




          3.3 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby
authorizes the Company, in its sole discretion, to deposit the Shares with the Company’s transfer
agent, including any successor transfer agent, to be held in book entry form during the term of the
Escrow pursuant to Section 6. Except as provided by the preceding sentence, a certificate for the
Shares shall be registered in the name of the Participant, or, if applicable, in the names of the
heirs of the Participant.




          3.4 Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to
compliance with all applicable requirements of federal, state or foreign law with respect to such
securities. No Shares shall be issued hereunder if their issuance would constitute a violation of
any applicable federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Shares may then be listed. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares
shall relieve the Company of any liability in respect of the failure to issue such Shares as to
which such requisite authority shall not have been obtained. As a condition to the issuance of the
Shares, the Company may require the Participant to satisfy any qualifications that may be necessary
or appropriate, to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the Company.




     4. Period of Restriction/Vesting of Shares.



          The Shares shall vest and become Vested Shares as provided in the Notice; provided however,
that Shares that would otherwise become Vested Shares on a date on which a sale of such Shares by
the Participant would violate the Insider Trading Policy of the Company shall, not withstanding the
vesting schedule set forth in the Notice, become Vested Shares on the next day on which such sale
would not violate the Insider Trading Policy. For purposes of this Section, “Insider Trading
Policy” means the written policy of the Company pertaining to the sale, transfer or other
disposition of the Company’s equity securities by members of the Board, officers or other employees
who may possess material, non-public information regarding the Company, as in effect at the time of
a disposition of any Shares. No additional Shares will become Vested Shares following the
Participant’s termination of Service for any reason.




2









 








     5. Company Reacquisition Right.



          In the event that (a) the Participant’s Service terminates for any reason or no reason, with
or without cause, or (b) the Participant, the Participant’s legal representative, or other holder
of the Shares, attempts to sell, exchange, transfer, pledge, or otherwise dispose of (other than
pursuant to a Change in Control) any Shares which are not Vested Shares (“Unvested Shares”), the
Company shall automatically reacquire the Unvested Shares and the Participant shall not be entitled
to any payment therefor (the “Company Reacquisition Right”).




     6. Escrow.



          6.1 Appointment of Agent. To ensure that Shares subject to the Company Reacquisition Right
will be available for reacquisition, the Participant and the Company hereby appoint the Secretary
of the Company, or any other person designated by the Company, as their agent and as
attorney-in-fact for the Participant (the “Agent”) to hold any and all Unvested Shares and to sell,
assign and transfer to the Company any such Unvested Shares reacquired by the Company pursuant to
the Company Reacquisition Right. The Participant understands that appointment of the Agent is a
material inducement to make this Agreement and that such appointment is coupled with an interest
and is irrevocable. The Agent shall not be personally liable for any act the Agent may do or omit
to do hereunder as escrow agent, agent for the Company, or attorney in fact for the Participant
while acting in good faith and in the exercise of the Agent’s own good judgment, and any act done
or omitted by the Agent pursuant to the advice of the Agent’s own attorneys shall be conclusive
evidence of such good faith. The Agent may rely upon any letter, notice or other document executed
by any signature purporting to be genuine and may resign at any time.




          6.2 Establishment of Escrow. The Participant authorizes the Company to deposit the Unvested
Shares with the Company’s transfer agent to be held in book entry form, as provided in Section 0,
and the Participant agrees to deliver to and deposit with the Agent each certificate, if any,
evidencing the Shares and an Assignment Separate from Certificate with respect to such book entry
shares and each such certificate duly endorsed (with date and number of Shares blank) in the form
attached to the Notice, to be held by the Agent under the terms and conditions of this Section 0
(the “Escrow”). Upon the occurrence of a Change in Control or a change, as described in Section 0,
in the character or amount of any outstanding stock of the corporation the stock of which is
subject to the provisions of this Agreement, any and all new, substituted or additional securities
or other property to which the Participant is entitled by reason of his or her ownership of the
Shares that remain, following such Change in Control or change described in Section 0, subject to
the Company Reacquisition Right shall be immediately subject to the Escrow to the same extent as
the Shares immediately before such event. The Company shall bear the expenses of the Escrow.




          6.3 Delivery of Shares to Participant. The Escrow shall continue with respect to any Shares
for so long as such Shares remain subject to the Company Reacquisition Right. Upon termination of
the Reacquisition Right with respect to Shares, the Company shall so notify the Agent and direct
the Agent to deliver such number of Shares to the Participant. As soon as practicable after
receipt of such notice, the Agent shall cause to be delivered to the




3









 







Participant the Shares specified by such notice, and the Escrow shall terminate with respect
to such Shares.




     7. Tax Matters.



          7.1 Tax Withholding.




               (a) In General. At the time the Notice is executed, or at any time thereafter as requested by
the Company and/or its Affiliates, the Participant hereby authorizes withholding from payroll and
any other amounts payable to the Participant, and otherwise agrees to make adequate provision for,
any sums required to satisfy the federal, state, local and foreign tax withholding obligations of
the Company and/or its Affiliates, if any, which arise in connection with the Award, including,
without limitation, obligations arising upon (a) the transfer of Shares to the Participant, (b) the
lapsing of any restriction with respect to any Shares, (c) the filing of an election to recognize
tax liability, or (d) the transfer by the Participant of any Shares. The Company shall have no
obligation to deliver the Shares or to release any Shares from the Escrow established pursuant to
Section 0 until the tax withholding obligations of the Company and/or its Affiliates have been
satisfied by the Participant.



               (b) Withholding in Shares. The Company, in its discretion, shall have the right, but not the
obligation, to permit or require the Participant to satisfy all or any portion of the Company’s
and/or its Affiliates’ tax withholding obligations by withholding a number of whole, Vested Shares
otherwise deliverable to the Participant or to accept from the Participant the tender of a number
of whole, Vested Shares or vested shares acquired otherwise than pursuant to the Award having, in
any such case, a fair market value, as determined by the Company as of the date on which the tax
withholding obligations arise, not in excess of the amount of such tax withholding obligations
determined by the applicable minimum statutory withholding rates. Any adverse consequences to the
Participant resulting from the procedure permitted under this Section, including, without
limitation, tax consequences, shall be the sole responsibility of the Participant.



          7.2 Election Under Section 83(b) of the Code.




               (a) The Participant understands that Section 83 of the Code taxes as ordinary income the
difference between the amount paid for the Shares, if anything, and the fair market value of the
Shares as of the date on which the Shares are “substantially vested,” within the meaning of Section
83. In this context, “substantially vested” means that the right of the Company to reacquire the
Shares pursuant to the Company Reacquisition Right has lapsed. The Participant understands that he
or she may elect to have his or her taxable income determined at the time he or she acquires the
Shares rather than when and as the Company Reacquisition Right lapses by filing an election under
Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after
the date of acquisition of the Shares. The Participant understands that failure to make a timely
filing under Section 83(b) will result in his or her recognition of ordinary income, as the Company
Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair
market value of the Shares at the time such restrictions lapse. The Participant further
understands, however, that if Shares with respect to which an



4









 




election under Section 83(b) has been made are forfeited to the Company pursuant to its
Company Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a
loss equal to the excess (if any) of the amount paid (if any) by the Participant for the forfeited
Shares over the amount realized (if any) upon their forfeiture. If the Participant has paid
nothing for the forfeited Shares and has received no payment upon their forfeiture, the Participant
understands that he or she will be unable to recognize any loss on the forfeiture of the Shares
even though the Participant incurred a tax liability by making an election under Section 83(b).




               (b) The Participant understands that he or she should consult with his or her tax advisor
regarding the advisability of filing with the Internal Revenue Service an election under Section
83(b) of the Code, which must be filed no later than thirty (30) days after the date of the
acquisition of the Shares pursuant to this Agreement. Failure to file an election under Section
83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant
acknowledges that he or she has been advised to consult with a tax advisor regarding the tax
consequences to the Participant of the acquisition of Shares hereunder. ANY ELECTION UNDER SECTION
83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH
THE PARTICIPANT ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT
ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANT’S SOLE
RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH
ELECTION ON HIS OR HER BEHALF.



               (c) The Participant will notify the Company in writing if the Participant files an election
pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from
the Participant evidence of such filing, to claim a tax deduction for any amount which would
otherwise be taxable to the Participant in the absence of such an election.



     8. Adjustments in Authorized Shares.



          In the event of any corporate event or transaction (including, but not limited to, a change in
the Shares of the Company or the capitalization of the Company) such as a merger, consolidation,
reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split,
split up, spin-off, or other distribution of stock or property of the Company, combination of
Shares, exchange of Shares, dividend in kind, or other like change in capital structure or
distribution (other than normal cash dividends) to stockholders of the Company, or any similar
corporate event or transaction, the Committee, in its sole discretion, in order to prevent dilution
or enlargement of Participants’ rights under this Award, shall substitute or adjust, as applicable,
the number and kind of Shares that may be issued under this Award. Any fractional share resulting
from an adjustment pursuant to this Section 8 shall be rounded down to the nearest whole number.
Such adjustments shall be determined by the Committee, and its determination shall be final,
binding and conclusive.




5









 








     9. Rights as a Stockholder, Director, Employee or Consultant.



          The Participant shall have no rights as a stockholder with respect to any Shares subject to
the Award until the date of the issuance of the Shares (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company). No adjustment
shall be made for dividends, distributions or other rights for which the record date is prior to
the date the Shares are issued, except as provided in Section 0. Subject the provisions of this
Agreement, the Participant shall exercise all rights and privileges of a stockholder of the Company
with respect to Shares deposited in the Escrow pursuant to Section 0. If the Participant is an
Employee, the Participant understands and acknowledges that, except as otherwise provided in a
separate, written employment agreement between the Company and/or its Affiliates and the
Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in
this Agreement shall confer upon the Participant any right to continue in the Service of the
Company and/or its Affiliates or interfere in any way with any right of the Company and/or its
Affiliates to terminate the Participant’s Service at any time.




     10. Legends.



          The Company may at any time place legends referencing the Company Reacquisition Right and any
applicable federal, state or foreign securities law restrictions on all certificates representing
Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company,
promptly present to the Company any and all certificates representing the Shares in the possession
of the Participant in order to carry out the provisions of this Section. Unless otherwise
specified by the Company, legends placed on such certificates may include, but shall not be limited
to, the following:





“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN AN
AGREEMENT BETWEEN THIS CORPORATION AND THE REGISTERED HOLDER, OR HIS PREDECESSOR IN
INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.”



     11. Transfers in Violation of Agreement.



          No Shares may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise
disposed of, including by operation of law, in any manner which violates any of the provisions of
this Agreement and, except pursuant to a Change in Control, until the date on which such shares
become Vested Shares, and any such attempted disposition shall be void. The Company shall not be
required (a) to transfer on its books any Shares which will have been transferred in violation of
any of the provisions set forth in this Agreement or (b) to treat as owner of such Shares or to
accord the right to vote as such owner or to pay dividends to any transferee to whom such Shares
will have been so transferred. In order to enforce its rights under this Section, the Company
shall be authorized to give a stop transfer instruction with respect to the Shares to the Company’s
transfer agent.




6









 








     12. Miscellaneous Provisions.



          12.1 Amendment. The Committee may amend this Agreement at any time; provided, however, that
no such amendment may adversely affect the Participant’s rights under this Agreement without the
consent of the Participant. No amendment or addition to this Agreement shall be effective unless
in writing.




          12.2 Nontransferability of the Award. Rights to acquire Shares pursuant to this Award shall
not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or by the laws of descent and distribution. All rights with
respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant
or the Participant’s guardian or legal representative.




          12.3 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Agreement.




          12.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns
of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the
Participant and the Participant’s heirs, executors, administrators, successors and assigns.




          12.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or
any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given (except to the extent that this Agreement provides for effectiveness only upon
actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address,
if any, provided for the Participant by the Company and/or its Affiliates, or upon deposit in the
U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally
recognized overnight courier service, with postage and fees prepaid, addressed to the other party
at the address shown below that party’s signature to the Notice or at such other address as such
party may designate in writing from time to time to the other party.




               (a) Description of Electronic Delivery. The Plan documents, which may include but do not
necessarily include: the Plan, the Notice, this Agreement, the Plan Prospectus, and any reports of
the Company provided generally to the Company’s stockholders, may be delivered to the Participant
electronically. In addition, the parties may deliver electronically any notices called for in
connection with the Escrow. Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the internet site of a third party involved
in administering the Plan, the delivery of the document via e-mail or such other means of
electronic delivery specified by the Company.



               (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has
read Section 0 of this Agreement and consents to the electronic delivery of the Plan documents and
notices in connection with the Escrow, as described in Section 0. The Participant acknowledges
that he or she may receive from the Company a paper copy of any



7









 




documents delivered electronically at no cost to the Participant by contacting the Chief
Financial Officer of the Company by telephone or in writing. The Participant further acknowledges
that the Participant will be provided with a paper copy of any documents if the attempted
electronic delivery of such documents fails. Similarly, the Participant understands that the
Participant must provide the Company or any designated third party administrator with a paper copy
of any documents if the attempted electronic delivery of such documents fails. The Participant may
revoke his or her consent to the electronic delivery of documents described in Section 0 or may
change the electronic mail address to which such documents are to be delivered (if Participant has
provided an electronic mail address) at any time by notifying the Company of such revoked consent
or revised e-mail address by telephone, postal service or electronic mail. Finally, the
Participant understands that he or she is not required to consent to electronic delivery of
documents described in Section 0.




          12.6 Integrated Agreement. The Notice, this Agreement and the Plan, together with the
Superseding Agreement, if any, shall constitute the entire understanding and agreement of the
Participant and the Company and/or its Affiliates with respect to the subject matter contained
herein or therein and supersedes any prior agreements, understandings, restrictions,
representations, or warranties among the Participant and the Company and/or its Affiliates with
respect to such subject matter other than those as set forth or provided for herein or therein. To
the extent contemplated herein or therein, the provisions of the Notice and the Agreement shall
survive any settlement of the Award and shall remain in full force and effect.




          12.7 Applicable Law. This Agreement shall be governed by the laws of the State of California
as such laws are applied to agreements between California residents entered into and to be
performed entirely within the State of California.




          12.8 Counterparts. The Notice may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.




8









 








MAXTOR
CORPORATION

RESTRICTED STOCK UNITS AGREEMENT


(For Non-U.S. Participants)




     Maxtor Corporation has granted to the Participant named in the Notice of Grant of Restricted
Stock Units (the “Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is
attached an Award consisting of Restricted Stock Units subject to the terms and conditions set
forth in the Notice and this Agreement. The Award has been granted pursuant to the Maxtor
Corporation 2005 Performance Incentive Plan (the “Plan”), as amended to the Date of Grant, the
provisions of which are incorporated herein by reference. By signing the Notice, the Participant:
(a) acknowledges receipt of and represents that the Participant has read and is familiar with the
Notice, this Agreement, the Plan and a prospectus for the Plan in the form most recently registered
with the Securities and Exchange Commission (the “Plan Prospectus”), (b) accepts the Award subject
to all of the terms and conditions of the Notice, this Agreement and the Plan and (c) agrees to
accept as binding, conclusive and final all decisions or interpretations of the Committee upon any
questions arising under the Notice, this Agreement or the Plan.



     1. Definitions and Construction.



          1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Notice or the Plan.




               (a) “Dividend Equivalent Units” mean additional Restricted Stock Units credited pursuant to
Section 4.3.



               (b) “Units” mean the Restricted Stock Units originally granted pursuant to the Award and the
Dividend Equivalent Units credited pursuant to the award, as both shall be adjusted from time to
time pursuant to Section 10.



          1.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Agreement. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly
requires otherwise.




     2. Certain Conditions of the Award.



          2.1 Compliance with Local Law. The Participant agrees that the Participant will not acquire
Shares pursuant to the Award or transfer, assign, sell or otherwise deal with such Shares except in
compliance with Local Law.




          2.2 Employment Conditions. In accepting the Award, the Participant acknowledges that:




 









 








               (a) Any notice period mandated under Local Law shall not be treated as Service for the purpose
of determining the vesting of the Award; and the Participant’s right to receive Shares in
settlement of the Award after termination of Service, if any, will be measured by the date of
termination of the Participant’s active Service and will not be extended by any notice period
mandated under Local Law. Subject to the foregoing and the provisions of the Plan, the Company, in
its sole discretion, shall determine whether the Participant’s Service has terminated and the
effective date of such termination.



               (b) The Plan is established voluntarily by the Company. It is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at any time, unless otherwise
provided in the Plan and this Agreement.



               (c) The grant of the Award is voluntary and occasional and does not create any contractual or
other right to receive future grants of Award, or benefits in lieu of Award, even if Award have
been granted repeatedly in the past.



               (d) All decisions with respect to future Award grants, if any, will be at the sole discretion
of the Company.



               (e) The Participant’s participation in the Plan shall not create a right to further Service
with the Company or any Affiliate and shall not interfere with the ability of the Company or any
Affiliate to terminate the Participant’s Service at any time, with or without cause.



               (f) The Participant is voluntarily participating in the Plan.



               (g) The Award is an extraordinary item that does not constitute compensation of any kind for
Service of any kind rendered to the Company or any Affiliate, and which is outside the scope of the
Participant’s employment contract, if any.



               (h) The Award is not part of normal or expected compensation or salary for any purpose,
including, but not limited to, calculating any severance, resignation, termination, redundancy,
end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar
payments.



               (i) In the event that the Participant is not an employee of the Company, the Award grant will
not be interpreted to form an employment contract or relationship with the Company; and furthermore
the Award grant will not be interpreted to form an employment contract with any Affiliate.



               (j) The future value of the underlying Shares is unknown and cannot be predicted with
certainty. If the Participant obtains Shares upon settlement of the Award, the value of those
Shares may increase or decrease.



               (k) No claim or entitlement to compensation or damages arises from termination of the Award or
diminution in value of the Award or Shares acquired upon



2









 




settlement of the Award resulting from termination of the Participant’s Service (for any
reason whether or not in breach of Local Law) and the Participant irrevocably releases the Company
and each Affiliate from any such claim that may arise. If, notwithstanding the foregoing, any such
claim is found by a court of competent jurisdiction to have arisen then, by signing this Agreement,
the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue
such a claim.




          2.3 Data Privacy Consent.




               (a) The Participant hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Participant’s personal data as described in this
document by and among the members of a group consisting of the Company and each Affiliate for the
exclusive purpose of implementing, administering and managing the Participant’s participation in
the Plan.



               (b) The Participant understands that the Company (including each Affiliate) hold certain
personal information about the Participant, including, but not limited to, the Participant’s name,
home address and telephone number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any Shares or directorships held in the Company, details of
all Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or
outstanding in the Participant’s favor, for the purpose of implementing, administering and managing
the Plan (“Data”). The Participant understands that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan, that these recipients
may be located in the Participant’s country or elsewhere, and that the recipient’s country may have
different data privacy laws and protections than the Participant’s country. The Participant
understands that he or she may request a list with the names and addresses of any potential
recipients of the Data by contacting the Participant’s local human resources representative. The
Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing the
Participant’s participation in the Plan, including any requisite transfer of such Data as may be
required to a broker or other third party with whom the Participant may elect to deposit any shares
acquired upon settlement of the Award. The Participant understands that Data will be held only as
long as is necessary to implement, administer and manage the Participant’s participation in the
Plan. The Participant understands that he or she may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting in writing the
Participant’s local human resources representative. The Participant understands, however, that
refusing or withdrawing the Participant’s consent may affect the Participant’s ability to
participate in the Plan. For more information on the consequences of the Participant’s refusal to
consent or withdrawal of consent, the Participant understands that he or she may contact the
Participant’s local human resources representative.



3









 





     3. Administration.



          All questions of interpretation concerning the Notice and this Agreement shall be determined
by the Committee. All determinations by the Committee shall be final and binding upon all persons
having an interest in the Award. Any officer of the Company shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation, or election which is the
responsibility of or which is allocated to the Company herein, provided the officer has apparent
authority with respect to such matter, right, obligation, or election.




     4. The Award.



          4.1 Grant of Restricted Stock Units. On the Date of Grant, the Participant shall acquire,
subject to the provisions of this Agreement, the Number of Restricted Stock Units set forth in the
Notice, subject to adjustment as provided in Section 4.3 and Section 10. Each Unit represents a
right to receive on a date determined in accordance with the Notice and this Agreement one (1)
Share.




          4.2 No Monetary Payment Required. The Participant is not required to make any monetary
payment (other than applicable tax withholding, if any) as a condition to receiving the Units or
Shares issued upon settlement of the Units, the consideration for which shall be past services
actually rendered and/or future services to be rendered to the Company and/or its Affiliates or for
their benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the
Participant shall furnish consideration in the form of cash or past services rendered to or for the
benefit of the Company and/or its Affiliates having a value not less than the par value of the
Shares issued pursuant to the Award.




          4.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders
of Shares generally, the Participant shall be credited with a number of additional whole Dividend
Equivalents Units determined by dividing (a) the product of (i) the dollar amount of the cash
dividend paid per Share on such date and (ii) the total number of Restricted Stock Units and
Dividend Equivalent Units previously credited to the Participant pursuant to the Award and which
have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below)
as of such date, by (b) the Fair Market Value per Share on such date. Any resulting fractional
Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend
Equivalent Units shall be subject to the same terms and conditions and shall be settled or
forfeited in the same manner and at the same time as the Restricted Stock Units originally subject
to the Award with respect to which they have been credited.




     5. Period of Restriction/Vesting of Units.



          The Units shall vest and become Vested Units as provided in the Notice.




4









 








     6. Company Reacquisition Right.



          In the event that the Participant’s Service terminates for any reason or no reason, with or
without cause, the Participant shall forfeit and the Company shall automatically reacquire all
Units which are not, as of the time of such termination, Vested Units, and the Participant shall
not be entitled to any payment therefor (the “Company Reacquisition Right”).




     7. Settlement of the Award.



          7.1 Issuance of Shares. Subject to the provisions of Section 7.3 below, the Company shall
issue to the Participant, on the Settlement Date with respect to each Unit to be settled on such
date, one (1) Share; provided however, that if such Settlement Date is a date on which a sale by
the Participant of the Share to be issued in settlement of such Unit would violate the Insider
Trading Policy of the Company, then the Settlement Date with respect to such Unit shall be the
earlier of (a) the next day on which such sale would not violate the Insider Trading Policy or (b)
the date that is two and one-half (21/2) months from the end of the calendar year in which such Unit
became a Vested Unit. For purposes of this Section, “Insider Trading Policy” means the written
policy of the Company pertaining to the sale, transfer or other disposition of the Company’s equity
securities by members of the Board, officers or other employees who may possess material,
non-public information regarding the Company, as in effect at the time of a disposition of any
Shares. Shares issued in settlement of Units shall not be subject to any restriction on transfer
other than any such restriction as may be required pursuant to Section 7.3.




          7.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby
authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with
any broker with which the Participant has an account relationship of which the Company has notice
any or all Shares acquired by the Participant pursuant to the settlement of the Award. Except as
provided by the preceding sentence, a certificate for the Shares as to which the Award is settled
shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of
the Participant.




          7.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and
issuance of Shares upon settlement of the Award shall be subject to compliance with all applicable
requirements of United States federal or state law or Local Law with respect to such securities.
No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of
any applicable federal, state or foreign securities laws, including Local Law, or other law or
regulations or the requirements of any stock exchange or market system upon which the Shares may
then be listed. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’ ’ s legal counsel to be
necessary to the lawful issuance of any Shares subject to the Award shall relieve the Company of
any liability in respect of the failure to issue such Shares as to which such requisite authority
shall not have been obtained. As a condition to the settlement of the Award, the Company may
require the Participant to satisfy any qualifications that may be necessary or appropriate, to
evidence compliance with any applicable law or regulation and to make any representation or
warranty with respect thereto as may be requested by the Company.




          7.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the
settlement of the Award.




5









 








     8. Tax Withholding.



          Regardless of any action taken by the Company or any Affiliate with respect to any or all
income tax, social insurance, payroll tax, payment on account or other tax-related withholding (the
“Tax Obligations”), the Participant acknowledges that the ultimate liability for all Tax
Obligations legally due by the Participant is and remains the Participant’s responsibility and that
the Company (a) makes no representations or undertakings regarding the treatment of any Tax
Obligations in connection with any aspect of the Award, including the grant, vesting or settlement
of the Award, the subsequent sale of Shares acquired pursuant to such settlement, or the receipt of
any dividends and (b) does not commit to structure the terms of the grant or any other aspect of
the Award to reduce or eliminate the Participant’s liability for Tax Obligations. At the time of
settlement of the Award, the Participant shall pay or make adequate arrangements satisfactory to
the Company to satisfy all withholding obligations of the Company and any Affiliate. In this
regard, at the time the Award is settled, in whole or in part, or at any time thereafter as
requested by the Company or any Affiliate, the Participant hereby authorizes withholding of all
applicable Tax Obligations from payroll and any other amounts payable to the Participant, and
otherwise agrees to make adequate provision for withholding of all applicable Tax Obligations, if
any, by the Company and each Affiliate which arise in connection with the Award. Alternatively, or
in addition, if permissible under applicable law, including Local Law, the Company or an Affiliate
may (i) sell or arrange for the sale of Shares acquired by the Participant to satisfy the Tax
Obligations, and/or (ii) withhold in Shares, provided that only the amount of shares necessary to
satisfy the minimum withholding amount required by applicable law, including Local Law, is
withheld. Finally, the Participant shall pay to the Company or any Affiliate any amount of the Tax
Obligations that any such company may be required to withhold as a result of the Participant’s
participation in the Plan that cannot be satisfied by the means previously described. The Company
shall have no obligation to process the settlement of the Award or to deliver Shares until the Tax
Obligations as described in this Section have been satisfied by the Participant.




     9. Effect of Change in Control on Award.



          In the event of a Change in Control, the Award, with respect to those Units which are then
Vested Units, shall be settled in accordance with Section 7 upon the consummation of the Change in
Control.




     10. Adjustments in Authorized Shares.



     In the event of any corporate event or transaction (including, but not limited to, a change in
the Shares of the Company or the capitalization of the Company) such as a merger, consolidation,
reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split,
split up, spin-off, or other distribution of stock or property of the Company, combination of
Shares, exchange of Shares, dividend in kind, or other like change in capital structure or
distribution (other than normal cash dividends) to stockholders of the Company, or



6









 




any similar corporate event or transaction, the Committee, in its sole discretion, in order to
prevent dilution or enlargement of Participants’ rights under this Award, shall make appropriate
and proportionate adjustments in the number of Units subject to the Award and/or the number and
kind of Shares to be issued in settlement of the Award. Any fractional share resulting from an
adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such
adjustments shall be determined by the Committee, and its determination shall be final, binding and
conclusive.




     11. Rights as a Stockholder, Director, Employee or Consultant.



          The Participant shall have no rights as a stockholder with respect to any Shares which may be
issued in settlement of this Award until the date of the issuance of the Shares (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company). No adjustment shall be made for dividends, distributions or other rights for which the
record date is prior to the date the Shares are issued, except as provided in Section 4.3 and
Section 10. If the Participant is an Employee, the Participant understands and acknowledges that,
except as otherwise provided in a separate, written employment agreement between the Company and/or
its Affiliates and the Participant, the Participant’s employment is “at will” and is for no
specified term. Nothing in this Agreement shall confer upon the Participant any right to continue
in the Service of the Company and/or its Affiliates or interfere in any way with any right of the
Company and/or its Affiliates to terminate the Participant’s Service at any time.




     12. Legends.



          The Company may at any time place legends referencing any applicable federal, state or foreign
securities law, including Local Law, restrictions on all certificates representing Shares issued
pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present
to the Company any and all certificates representing the Shares in the possession of the
Participant in order to carry out the provisions of this Section.




     13. Miscellaneous Provisions.



          13.1 Amendment. The Committee may amend this Agreement at any time; provided, however, that
no such amendment may adversely affect the Participant’s rights under this Agreement without the
consent of the Participant, except to the extent such amendment is necessary to comply with
applicable law, including, but not limited to, Section 409A of the Code. No amendment or addition
to this Agreement shall be effective unless in writing.




          13.2 Nontransferability of the Award. Prior the issuance of Shares on the applicable
Settlement Date, neither this Award nor any Units subject to this Award shall be subject in any
manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or
garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by
will or by the laws of descent and distribution. All rights with respect to the Award shall be
exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian
or legal representative.




7









 








          13.3 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Agreement.




          13.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns
of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the
Participant and the Participant’s heirs, executors, administrators, successors and assigns.




          13.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or
any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given (except to the extent that this Agreement provides for effectiveness only upon
actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address,
if any, provided for the Participant by the Company and/or its Affiliates, or upon deposit in the
U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally
recognized overnight courier service, with postage and fees prepaid, addressed to the other party
at the address shown below that party’s signature to the Notice or at such other address as such
party may designate in writing from time to time to the other party.




               (a) Description of Electronic Delivery. The Plan documents, which may include but do not
necessarily include: the Plan, the Notice, this Agreement, the Plan Prospectus, and any reports of
the Company provided generally to the Company’s stockholders, may be delivered to the Participant
electronically. Such means of electronic delivery may include but do not necessarily include the
delivery of a link to a Company intranet or the internet site of a third party involved in
administering the Plan, the delivery of the document via e-mail or such other means of electronic
delivery specified by the Company.



               (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has
read Section 13.5(a) of this Agreement and consents to the electronic delivery of the Plan
documents as described in Section 13.5(a). The Participant acknowledges that he or she may receive
from the Company a paper copy of any documents delivered electronically at no cost to the
Participant by contacting the Chief Financial Officer of the Company by telephone or in writing.
The Participant further acknowledges that the Participant will be provided with a paper copy of any
documents if the attempted electronic delivery of such documents fails. Similarly, the Participant
understands that the Participant must provide the Company or any designated third party
administrator with a paper copy of any documents if the attempted electronic delivery of such
documents fails. The Participant may revoke his or her consent to the electronic delivery of
documents described in Section 13.5(a) or may change the electronic mail address to which such
documents are to be delivered (if Participant has provided an electronic mail address) at any time
by notifying the Company of such revoked consent or revised e-mail address by telephone, postal
service or electronic mail. Finally, the Participant understands that he or she is not required to
consent to electronic delivery of documents described in Section 13.5(a).



8









 





          13.6 Integrated Agreement. The Notice, this Agreement and the Plan, together with the
Superseding Agreement, if any, shall constitute the entire understanding and agreement of the
Participant and the Company and/or its Affiliates with respect to the subject matter contained
herein or therein and supersedes any prior agreements, understandings, restrictions,
representations, or warranties among the Participant and the Company and/or its Affiliates with
respect to such subject matter other than those as set forth or provided for herein or therein. To
the extent contemplated herein or therein, the provisions of the Notice and the Agreement shall
survive any settlement of the Award and shall remain in full force and effect.




          13.7 Applicable Law. This Agreement shall be governed by the laws of the State of California
as such laws are applied to agreements between California residents entered into and to be
performed entirely within the State of California. For purposes of litigating any dispute that
arises directly or indirectly from the relationship of the parties as evidenced by this Agreement,
the parties hereby submit to and consent to the jurisdiction of the State of California and agree
that such litigation shall be conducted only in the courts of the County of Santa Clara,
California, or the federal courts of the United States for the Northern District of California, and
no other courts, where this Agreement is made and/or performed.




          13.8 Counterparts. The Notice may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.





9










 






MAXTOR CORPORATION



RESTRICTED STOCK UNITS AGREEMENT



     Maxtor Corporation has granted to the Participant named in the Notice of Grant of
Restricted Stock Units (the “Notice”) to which this Restricted Stock Units Agreement (the
“Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and
conditions set forth in the Notice and this Agreement. The Award has been granted pursuant to the
Maxtor Corporation 2005 Performance Incentive Plan (the “Plan”), as amended to the Date of Grant,
the provisions of which are incorporated herein by reference. By signing the Notice, the
Participant: (a) acknowledges receipt of and represents that the Participant has read and is
familiar with the Notice, this Agreement, the Plan and a prospectus for the Plan in the form most
recently registered with the Securities and Exchange Commission (the “Plan Prospectus”), (b)
accepts the Award subject to all of the terms and conditions of the Notice, this Agreement and the
Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of
the Committee upon any questions arising under the Notice, this Agreement or the Plan.



     1. Definitions and Construction.



          1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Notice or the Plan.




               (a) “Dividend Equivalent Units” mean additional Restricted Stock Units credited pursuant to
Section 3.3.



               (b) “Units” mean the Restricted Stock Units originally granted pursuant to the Award and the
Dividend Equivalent Units credited pursuant to the award, as both shall be adjusted from time to
time pursuant to Section 9.



          1.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Agreement. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly
requires otherwise.




     2. Administration.



          All questions of interpretation concerning the Notice and this Agreement shall be determined
by the Committee. All determinations by the Committee shall be final and binding upon all persons
having an interest in the Award. Any officer of the Company shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation, or election which is the
responsibility of or which is allocated to the Company herein, provided the officer has apparent
authority with respect to such matter, right, obligation, or election.




 









 








     3. The Award.



          3.1 Grant of Restricted Stock Units. On the Date of Grant, the Participant shall acquire,
subject to the provisions of this Agreement, the Number of Restricted Stock Units set forth in the
Notice, subject to adjustment as provided in Section 3.3 and Section 9. Each Unit represents a
right to receive on a date determined in accordance with the Notice and this Agreement one (1)
Share.




          3.2 No Monetary Payment Required. The Participant is not required to make any monetary
payment (other than applicable tax withholding, if any) as a condition to receiving the Units or
Shares issued upon settlement of the Units, the consideration for which shall be past services
actually rendered and/or future services to be rendered to the Company and/or its Affiliates or for
their benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the
Participant shall furnish consideration in the form of cash or past services rendered to or for the
benefit of the Company and/or its Affiliates having a value not less than the par value of the
Shares issued pursuant to the Award.




          3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders
of Shares generally, the Participant shall be credited with a number of additional whole Dividend
Equivalents Units determined by dividing (a) the product of (i) the dollar amount of the cash
dividend paid per Share on such date and (ii) the total number of Restricted Stock Units and
Dividend Equivalent Units previously credited to the Participant pursuant to the Award and which
have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below)
as of such date, by (b) the Fair Market Value per Share on such date. Any resulting fractional
Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend
Equivalent Units shall be subject to the same terms and conditions and shall be settled or
forfeited in the same manner and at the same time as the Restricted Stock Units originally subject
to the Award with respect to which they have been credited.




     4. Period of Restriction/Vesting of Units.



          The Units shall vest and become Vested Units as provided in the Notice.




     5. Company Reacquisition Right.



          In the event that the Participant’s Service terminates for any reason or no reason, with or
without cause, the Participant shall forfeit and the Company shall automatically reacquire all
Units which are not, as of the time of such termination, Vested Units, and the Participant shall
not be entitled to any payment therefor (the “Company Reacquisition Right”).




     6. Settlement of the Award.



          6.1 Issuance of Shares. Subject to the provisions of Section 6.3 below, the Company shall
issue to the Participant, on the Settlement Date with respect to each Unit to be settled on such
date, one (1) Share; provided however, that if such Settlement Date is a date on

2









 








which a sale by the Participant of the Share to be issued in settlement of such Unit would
violate the Insider Trading Policy of the Company, then the Settlement Date with respect to such
Unit shall be the earlier of (a) the next day on which such sale would not violate the Insider
Trading Policy or (b) the date that is two and one-half (21/2) months from the end of the calendar
year in which such Unit became a Vested Unit. For purposes of this Section, “Insider Trading
Policy” means the written policy of the Company pertaining to the sale, transfer or other
disposition of the Company’s equity securities by members of the Board, officers or other employees
who may possess material, non-public information regarding the Company, as in effect at the time of
a disposition of any Shares. Shares issued in settlement of Units shall not be subject to any
restriction on transfer other than any such restriction as may be required pursuant to Section 6.3.




          6.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby
authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with
any broker with which the Participant has an account relationship of which the Company has notice
any or all Shares acquired by the Participant pursuant to the settlement of the Award. Except as
provided by the preceding sentence, a certificate for the Shares as to which the Award is settled
shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of
the Participant.




          6.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and
issuance of Shares upon settlement of the Award shall be subject to compliance with all applicable
requirements of federal, state or foreign law with respect to such securities. No Shares may be
issued hereunder if the issuance of such Shares would constitute a violation of any applicable
federal, state or foreign securities laws or other law or regulations or the requirements of any
stock exchange or market system upon which the Shares may then be listed. The inability of the
Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the
Company’ ’ s legal counsel to be necessary to the lawful issuance of any Shares subject to
the Award shall relieve the Company of any liability in respect of the failure to issue such Shares
as to which such requisite authority shall not have been obtained. As a condition to the
settlement of the Award, the Company may require the Participant to satisfy any qualifications that
may be necessary or appropriate, to evidence compliance with any applicable law or regulation and
to make any representation or warranty with respect thereto as may be requested by the Company.




          6.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the
settlement of the Award.




     7. Tax Withholding.



          7.1 In General. At the time the Notice is executed, or at any time thereafter as requested by
the Company and/or its Affiliates, the Participant hereby authorizes withholding from payroll and
any other amounts payable to the Participant, and otherwise agrees to make adequate provision for,
any sums required to satisfy the federal, state, local and foreign tax withholding obligations of
the Company and/or its Affiliates, if any, which arise in connection with the Award or the issuance
of Shares in settlement thereof. The Company shall have no
obligation to deliver Shares until the tax withholding obligations of the Company have been
satisfied by the Participant.




3









 








          7.2 Withholding in Shares. The Company, it its discretion, shall have the right, but not the
obligation, to permit or require the Participant to satisfy all or any portion of the Company’s
and/or its Affiliates’ tax withholding obligations by withholding a number of whole Shares
otherwise deliverable to the Participant in settlement of the Award having a fair market value, as
determined by the Company as of the date on which the tax withholding obligations arise, not in
excess of the amount of such tax withholding obligations determined by the applicable minimum
statutory withholding rates. Any adverse consequences to the Participant resulting from the
procedure permitted under this Section, including, without limitation, tax consequences, shall be
the sole responsibility of the Participant.




     8. Effect of Change in Control on Award.



          In the event of a Change in Control, the Award, with respect to those Units which are then
Vested Units, shall be settled in accordance with Section 6 upon the consummation of the Change in
Control.




     9. Adjustments in Authorized Shares.



          In the event of any corporate event or transaction (including, but not limited to, a change in
the Shares of the Company or the capitalization of the Company) such as a merger, consolidation,
reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split,
split up, spin-off, or other distribution of stock or property of the Company, combination of
Shares, exchange of Shares, dividend in kind, or other like change in capital structure or
distribution (other than normal cash dividends) to stockholders of the Company, or any similar
corporate event or transaction, the Committee, in its sole discretion, in order to prevent dilution
or enlargement of Participants’ rights under this Award, shall make appropriate and proportionate
adjustments in the number of Units subject to the Award and/or the number and kind of Shares to be
issued in settlement of the Award. Any fractional share resulting from an adjustment pursuant to
this Section 9 shall be rounded down to the nearest whole number. Such adjustments shall be
determined by the Committee, and its determination shall be final, binding and conclusive.




     10. Rights as a Stockholder, Director, Employee or Consultant.



          The Participant shall have no rights as a stockholder with respect to any Shares which may be
issued in settlement of this Award until the date of the issuance of the Shares (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company). No adjustment shall be made for dividends, distributions or other rights for which the
record date is prior to the date the Shares are issued, except as provided in Section 3.3 and
Section 9. If the Participant is an Employee, the Participant understands and acknowledges that,
except as otherwise provided in a separate, written employment agreement between the Company and/or
its Affiliates and the Participant, the Participant’s employment is “at will” and is for no
specified term. Nothing in this Agreement shall confer upon the
Participant any right to continue in the Service of the Company and/or its Affiliates or interfere
in any way with any right of the Company and/or its Affiliates to terminate the Participant’s
Service at any time.




4









 








     11. Legends.



          The Company may at any time place legends referencing any applicable federal, state or foreign
securities law restrictions on all certificates representing Shares issued pursuant to this
Agreement. The Participant shall, at the request of the Company, promptly present to the Company
any and all certificates representing the Shares in the possession of the Participant in order to
carry out the provisions of this Section.




     12. Miscellaneous Provisions.



          12.1 Amendment. The Committee may amend this Agreement at any time; provided, however, that
no such amendment may adversely affect the Participant’s rights under this Agreement without the
consent of the Participant, except to the extent such amendment is necessary to comply with
applicable law, including, but not limited to, Section 409A of the Code. No amendment or addition
to this Agreement shall be effective unless in writing.




          12.2 Nontransferability of the Award. Prior the issuance of Shares on the applicable
Settlement Date, neither this Award nor any Units subject to this Award shall be subject in any
manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or
garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by
will or by the laws of descent and distribution. All rights with respect to the Award shall be
exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian
or legal representative.




          12.3 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Agreement.




          12.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns
of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the
Participant and the Participant’s heirs, executors, administrators, successors and assigns.




          12.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or
any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given (except to the extent that this Agreement provides for effectiveness only upon
actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address,
if any, provided for the Participant by the Company and/or its Affiliates, or upon deposit in the
U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally
recognized overnight courier service, with postage and fees prepaid, addressed to the other party
at the address shown below that party’s signature to the Notice or at such other address as such
party may designate in writing from time to time to the other party.




5









 








               (a) Description of Electronic Delivery. The Plan documents, which may include but do not
necessarily include: the Plan, the Notice, this Agreement, the Plan Prospectus, and any reports of
the Company provided generally to the Company’s stockholders, may be delivered to the Participant
electronically. Such means of electronic delivery may include but do not necessarily include the
delivery of a link to a Company intranet or the internet site of a third party involved in
administering the Plan, the delivery of the document via e-mail or such other means of electronic
delivery specified by the Company.



               (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has
read Section 12.5(a) of this Agreement and consents to the electronic delivery of the Plan
documents as described in Section 12.5(a). The Participant acknowledges that he or she may receive
from the Company a paper copy of any documents delivered electronically at no cost to the
Participant by contacting the Chief Financial Officer of the Company by telephone or in writing.
The Participant further acknowledges that the Participant will be provided with a paper copy of any
documents if the attempted electronic delivery of such documents fails. Similarly, the Participant
understands that the Participant must provide the Company or any designated third party
administrator with a paper copy of any documents if the attempted electronic delivery of such
documents fails. The Participant may revoke his or her consent to the electronic delivery of
documents described in Section 12.5(a) or may change the electronic mail address to which such
documents are to be delivered (if Participant has provided an electronic mail address) at any time
by notifying the Company of such revoked consent or revised e-mail address by telephone, postal
service or electronic mail. Finally, the Participant understands that he or she is not required to
consent to electronic delivery of documents described in Section 12.5(a).



          12.6 Integrated Agreement. The Notice, this Agreement and the Plan, together with the
Superseding Agreement, if any, shall constitute the entire understanding and agreement of the
Participant and the Company and/or its Affiliates with respect to the subject matter contained
herein or therein and supersedes any prior agreements, understandings, restrictions,
representations, or warranties among the Participant and the Company and/or its Affiliates with
respect to such subject matter other than those as set forth or provided for herein or therein. To
the extent contemplated herein or therein, the provisions of the Notice and the Agreement shall
survive any settlement of the Award and shall remain in full force and effect.




          12.7 Applicable Law. This Agreement shall be governed by the laws of the State of California
as such laws are applied to agreements between California residents entered into and to be
performed entirely within the State of California.




          12.8 Counterparts. The Notice may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.




6









 








MAXTOR CORPORATION



RESTRICTED
STOCK UNITS AGREEMENT

(FOR PERSONS SUBJECT TO SECTION 16 OF THE EXCHANGE ACT)



     Maxtor Corporation has granted to the Participant named in the Notice
of Grant of Restricted Stock Units (the “NOTICE”) to which this Restricted Stock
Units Agreement (the “AGREEMENT”) is attached an Award consisting of Restricted
Stock Units subject to the terms and conditions set forth in the Notice and this
Agreement. The Award has been granted pursuant to the Maxtor Corporation 2005
Performance Incentive Plan (the “PLAN”), as amended to the Date of Grant, the
provisions of which are incorporated herein by reference. By signing the Notice,
the Participant: (a) acknowledges receipt of and represents that the Participant
has read and is familiar with the Notice, this Agreement, the Plan and a
prospectus for the Plan in the form most recently registered with the Securities
and Exchange Commission (the “PLAN PROSPECTUS”), (b) accepts the Award subject
to all of the terms and conditions of the Notice, this Agreement and the Plan
and (c) agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Notice,
this Agreement or the Plan.



     1. Definitions
and Construction.



          1.1 Definitions. Unless otherwise defined herein, capitalized
terms shall have the meanings assigned to such terms in the Notice or the Plan.




               (a) “Dividend
Equivalent Units” mean additional
Restricted Stock Units credited
pursuant to Section 3.3.



               (b) “Units” mean the Restricted Stock Units
originally granted pursuant to the
Award and the Dividend Equivalent Units credited pursuant to the award, as both
shall be adjusted from time to time pursuant to Section 9.



          1.2 Construction. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
provision of this Agreement. Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the singular. Use
of the term “or” is not intended to be exclusive, unless the context clearly
requires otherwise.




     2.  Administration.



          All questions of interpretation concerning the Notice and this
Agreement shall be determined by the Committee. All determinations by the
Committee shall be final and binding upon all persons having an interest in the
Award. Any officer of the Company shall have the authority to act on behalf of
the Company with respect to any matter, right, obligation, or election which is
the responsibility of or which is allocated to the Company herein, provided the
officer has apparent authority with respect to such matter, right, obligation,
or election.




 









 








     3. The Award.



          3.1 Grant of Restricted Stock Units. On the Date of Grant, the
Participant shall acquire, subject to the provisions of this Agreement, the
Number of Restricted Stock Units set forth in the Notice, subject to adjustment
as provided in Section 3.3 and Section 9. Each Unit represents a right to
receive on a date determined in accordance with the Notice and this Agreement
one (1) Share.




          3.2 No Monetary Payment Required. The Participant is not
required to make any monetary payment (other than applicable tax withholding, if
any) as a condition to receiving the Units or Shares issued upon settlement of
the Units, the consideration for which shall be past services actually rendered
and/or future services to be rendered to the Company and/or its Affiliates or
for their benefit. Notwithstanding the foregoing, if required by applicable
state corporate law, the Participant shall furnish consideration in the form of
cash or past services rendered to or for the benefit of the Company and/or its
Affiliates having a value not less than the par value of the Shares issued
pursuant to the Award.




          3.3 Dividend Equivalent Units. On the date that the Company
pays a cash dividend to holders of Shares generally, the Participant shall be
credited with a number of additional whole Dividend Equivalents Units determined
by dividing (a) the product of (i) the dollar amount of the cash dividend paid
per Share on such date and (ii) the total number of Restricted Stock Units and
Dividend Equivalent Units previously credited to the Participant pursuant to the
Award and which have not been settled or forfeited pursuant to the Company
Reacquisition Right (as defined below) as of such date, by (b) the Fair Market
Value per Share on such date. Any resulting fractional Dividend Equivalent Unit
shall be rounded to the nearest whole number. Such additional Dividend
Equivalent Units shall be subject to the same terms and conditions and shall be
settled or forfeited in the same manner and at the same time as the Restricted
Stock Units originally subject to the Award with respect to which they have been
credited.




     4. Period of Restriction/Vesting of Units.



          The Units shall vest and become Vested Units as provided in
the Notice.




     5.  Company Reacquisition Right.



          In the event that the Participant’s Service terminates for any
reason or no reason, with or without cause, the Participant shall forfeit and
the Company shall automatically reacquire all Units which are not, as of the
time of such termination, Vested Units, and the Participant shall not be
entitled to any payment therefor (the “COMPANY REACQUISITION RIGHT”).




     6.  Settlement of the Award.



          6.1 Issuance of Shares. Subject to the provisions of Section
6.3 below, the Company shall issue to the Participant, on the Settlement Date
with respect to each Unit to be settled on such date, one (1) Share; provided
however, that if such Settlement Date is a date on




2









 







which a sale by the
Participant of the Share to be issued in settlement of such Unit would violate
the Insider Trading Policy of the Company, then the Settlement Date with respect
to such Unit shall be the earlier of (a) the next day on which such sale would
not violate the Insider Trading Policy or (b) the date that is two and one-half
(2 1/2) months from the end of the calendar year in which such Unit became a
Vested Unit. For purposes of this Section, “INSIDER TRADING POLICY” means the
written policy of the Company pertaining to the sale, transfer or other
disposition of the Company’s equity securities by members of the Board, officers
or other employees who may possess material, non-public information regarding
the Company, as in effect at the time of a disposition of any Shares. Shares
issued in settlement of Units shall not be subject to any restriction on
transfer other than any such restriction as may be required pursuant to Section
6.3.




          6.2 Beneficial Ownership of Shares; Certificate Registration.
The Participant hereby authorizes the Company, in its sole discretion, to
deposit for the benefit of the Participant with any broker with which the
Participant has an account relationship of which the Company has notice any or
all Shares acquired by the Participant pursuant to the settlement of the Award.
Except as provided by the preceding sentence, a certificate for the Shares as to
which the Award is settled shall be registered in the name of the Participant,
or, if applicable, in the names of the heirs of the Participant.




          6.3 Restrictions on Grant of the Award and Issuance of Shares.
The grant of the Award and issuance of Shares upon settlement of the Award shall
be subject to compliance with all applicable requirements of federal, state or
foreign law with respect to such securities. No Shares may be issued hereunder
if the issuance of such Shares would constitute a violation of any applicable
federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Shares may
then be listed. The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Company“s legal counsel
to be necessary to the lawful issuance of any Shares subject to the Award shall
relieve the Company of any liability in respect of the failure to issue such
Shares as to which such requisite authority shall not have been obtained. As a
condition to the settlement of the Award, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate,
to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the
Company.




          6.4 Fractional Shares. The Company shall not be required to issue fractional shares upon
the settlement of the Award.




     7. Tax Withholding.



          7.1 In General. At the time the Notice is executed, or at any
time thereafter as requested by the Company and/or its Affiliates, the
Participant hereby authorizes withholding from payroll and any other amounts
payable to the Participant, and otherwise agrees to make adequate provision for,
any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company and/or its Affiliates, if any, which
arise in connection with the Award or the issuance of Shares in settlement
thereof. The Company shall have no obligation to deliver Shares until the tax
withholding obligations of the Company have been satisfied by the
Participant.


3









 








          7.2 Withholding in Shares. The Participant may satisfy all or
any portion of the Company’s and/or its Affiliates’ tax withholding obligations
by requesting the Company to withhold a number of whole Shares otherwise
deliverable to the Participant in settlement of the Award having a fair market
value, as determined by the Company as of the date on which the tax withholding
obligations arise, not in excess of the amount of such tax withholding
obligations determined by the applicable minimum statutory withholding rates.
Any adverse consequences to the Participant resulting from the procedure
permitted under this Section, including, without limitation, tax consequences,
shall be the sole responsibility of the Participant.




     8.  Effect of Change in Control on Award.



          In the event of a Change in Control, the Award, with respect
to those Units which are then Vested Units, shall be settled in accordance with
Section 6 upon the consummation of the Change in Control.




     9.  Adjustments in Authorized Shares.



          In the event of any corporate event or transaction (including,
but not limited to, a change in the Shares of the Company or the capitalization
of the Company) such as a merger, consolidation, reorganization,
recapitalization, separation, stock dividend, stock split, reverse stock split,
split up, spin-off, or other distribution of stock or property of the Company,
combination of Shares, exchange of Shares, dividend in kind, or other like
change in capital structure or distribution (other than normal cash dividends)
to stockholders of the Company, or any similar corporate event or transaction,
the Committee, in its sole discretion, in order to prevent dilution or
enlargement of Participants’ rights under this Award, shall make appropriate and
proportionate adjustments in the number of Units subject to the Award and/or the
number and kind of Shares to be issued in settlement of the Award. Any
fractional share resulting from an adjustment pursuant to this Section 9 shall
be rounded down to the nearest whole number. Such adjustments shall be
determined by the Committee, and its determination shall be final, binding and
conclusive.




     10. Rights as a Stockholder, Director, Employee or Consultant.



          The Participant shall have no rights as a stockholder with
respect to any Shares which may be issued in settlement of this Award until the
date of the issuance of the Shares (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company). No
adjustment shall be made for dividends, distributions or other rights for which
the record date is prior to the date the Shares are issued, except as provided
in Section 3.3 and Section 9. If the Participant is an Employee, the Participant
understands and acknowledges that, except as otherwise provided in a separate,
written employment agreement between the Company and/or its Affiliates and the
Participant, the Participant’s employment is “at will” and is for no specified
term. Nothing in this Agreement shall confer upon the Participant any right to
continue in the Service of the Company and/or its Affiliates or interfere in any
way with any right of the Company and/or its Affiliates to terminate the
Participant’s Service at any time.




4









 








     11.  Legends.



          The Company may at any time place legends referencing any
applicable federal, state or foreign securities law restrictions on all
certificates representing Shares issued pursuant to this Agreement. The
Participant shall, at the request of the Company, promptly present to the
Company any and all certificates representing the Shares in the possession of
the Participant in order to carry out the provisions of this Section.




     12.  Miscellaneous Provisions.



          12.1 Amendment. The Committee may amend this Agreement at any
time; provided, however, that no such amendment may adversely affect the
Participant’s rights under this Agreement without the consent of the
Participant, except to the extent such amendment is necessary to comply with
applicable law, including, but not limited to, Section 409A of the Code. No
amendment or addition to this Agreement shall be effective unless in writing.




          12.2 Nontransferability of the Award. Prior the issuance of
Shares on the applicable Settlement Date, neither this Award nor any Units
subject to this Award shall be subject in any manner to anticipation,
alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or
garnishment by creditors of the Participant or the Participant’s beneficiary,
except transfer by will or by the laws of descent and distribution. All rights
with respect to the Award shall be exercisable during the Participant’s lifetime
only by the Participant or the Participant’s guardian or legal representative.




          12.3 Further Instruments. The parties hereto agree to execute
such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.




          12.4 Binding Effect. This Agreement shall inure to the benefit
of the successors and assigns of the Company and, subject to the restrictions on
transfer set forth herein, be binding upon the Participant and the Participant’s
heirs, executors, administrators, successors and assigns.




          12.5 Delivery of Documents and Notices. Any document relating
to participation in the Plan or any notice required or permitted hereunder shall
be given in writing and shall be deemed effectively given (except to the extent
that this Agreement provides for effectiveness only upon actual receipt of such
notice) upon personal delivery, electronic delivery at the e-mail address, if
any, provided for the Participant by the Company and/or its Affiliates, or upon
deposit in the U.S. Post Office or foreign postal service, by registered or
certified mail, or with a nationally recognized overnight courier service, with
postage and fees prepaid, addressed to the other party at the address shown
below that party’s signature to the Notice or at such other address as such
party may designate in writing from time to time to the other party.




5









 








               (a) Description of Electronic Delivery. The Plan
documents, which may include but
do not necessarily include: the Plan, the Notice, this Agreement, the Plan
Prospectus, and any reports of the Company provided generally to the Company’s
stockholders, may be delivered to the Participant electronically. Such means of
electronic delivery may include but do not necessarily include the delivery of a
link to a Company intranet or the internet site of a third party involved in
administering the Plan, the delivery of the document via e-mail or such other
means of electronic delivery specified by the Company.



               (b) Consent to Electronic Delivery. The Participant
acknowledges that the
Participant has read Section 12.5(a) of this Agreement and consents to the
electronic delivery of the Plan documents as described in Section 12.5(a). The
Participant acknowledges that he or she may receive from the Company a paper
copy of any documents delivered electronically at no cost to the Participant by
contacting the Chief Financial Officer of the Company by telephone or in
writing. The Participant further acknowledges that the Participant will be
provided with a paper copy of any documents if the attempted electronic delivery
of such documents fails. Similarly, the Participant understands that the
Participant must provide the Company or any designated third party administrator
with a paper copy of any documents if the attempted electronic delivery of such
documents fails. The Participant may revoke his or her consent to the electronic
delivery of documents described in Section 12.5(a) or may change the electronic
mail address to which such documents are to be delivered (if Participant has
provided an electronic mail address) at any time by notifying the Company of
such revoked consent or revised e-mail address by telephone, postal service or
electronic mail. Finally, the Participant understands that he or she is not
required to consent to electronic delivery of documents described in Section
12.5(a).



          12.6 Integrated Agreement. The Notice, this Agreement and the
Plan, together with the Superseding Agreement, if any, shall constitute the
entire understanding and agreement of the Participant and the Company and/or its
Affiliates with respect to the subject matter contained herein or therein and
supersedes any prior agreements, understandings, restrictions, representations,
or warranties among the Participant and the Company and/or its Affiliates with
respect to such subject matter other than those as set forth or provided for
herein or therein. To the extent contemplated herein or therein, the provisions
of the Notice and the Agreement shall survive any settlement of the Award and
shall remain in full force and effect.




          12.7 Applicable Law. This Agreement shall be governed by the
laws of the State of California as such laws are applied to agreements between
California residents entered into and to be performed entirely within the State
of California.




          12.8 Counterparts. The Notice may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.





6










 







MAXTOR CORPORATION




STOCK OPTION AGREEMENT




     Maxtor Corporation has granted to the individual (the “Participant”) named in the Notice
of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the “Option
Agreement”) is attached an option (the “Option”) to purchase certain Shares upon the terms and
conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant
to and shall in all respects be subject to the terms and conditions of the Maxtor Corporation 2005
Performance Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which
are incorporated herein by reference. By signing the Notice, the Participant: (a) acknowledges
receipt of and represents that the Participant has read and is familiar with the Notice, this
Option Agreement, the Plan and a prospectus for the Plan in the form most recently registered with
the Securities and Exchange Commission (the “Plan Prospectus”), (b) accepts the Option subject to
all of the terms and conditions of the Notice, this Option Agreement and the Plan and (c) agrees to
accept as binding, conclusive and final all decisions or interpretations of the Committee upon any
questions arising under the Notice, the Plan or this Option Agreement.



     1. Definitions and Construction.



          1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Notice or the Plan.




          1.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Option Agreement. Except when
otherwise indicated by the context, the singular shall include the plural and the plural shall
include the singular. Use of the term “or” is not intended to be exclusive, unless the context
clearly requires otherwise.




     2. Tax Status of Option.



          This Option is intended to be a Nonqualified Stock Option and shall not be treated as an
Incentive Stock Option within the meaning of Section 422(b) of the Code.




     3. Administration.



          All questions of interpretation concerning this Option Agreement shall be determined by the
Committee. All determinations by the Committee shall be final and binding upon all persons having
an interest in the Option. Any officer of the Company shall have the authority to act on behalf of
the Company with respect to any matter, right, obligation, or election which is the responsibility
of or which is allocated to the Company herein, provided the officer has apparent authority with
respect to such matter, right, obligation, or election.




 









 








     4. Exercise of the Option.



          4.1 Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable
on and after the Initial Vesting Date and prior to the termination of the Option (as provided in
Section 6) in an amount not to exceed the number of Vested Shares less the number of Shares
previously acquired upon exercise of the Option. In no event shall the Option be exercisable for
more Shares than the Number of Option Shares, as adjusted pursuant to Section 9.




          4.2 Method of Exercise. Exercise of the Option shall be by means of electronic or written
notice (the “Exercise Notice”) in a form authorized by the Company. An electronic Exercise Notice
must be digitally signed or authenticated by the Participant in such manner as required by the
notice and transmitted to the Chief Financial Officer of the Company or other authorized
representative of the Company (including a third-party administrator designated by the Company).
In the event that the Participant is not authorized or is unable to provide an electronic Exercise
Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which
shall be signed by the Participant and delivered in person, by certified or registered mail, return
receipt requested, by confirmed facsimile transmission, or by such other means as the Company may
permit, to the Chief Financial Officer of the Company, or other authorized representative of the
Company (including a third-party administrator designated by the Company). Each Exercise Notice,
whether electronic or written, must state the Participant’s election to exercise the Option, the
number of whole Shares for which the Option is being exercised and such other representations and
agreements as to the Participant’s investment intent with respect to such Shares as may be required
pursuant to the provisions of this Option Agreement. Further, each Exercise Notice must be
received by the Company prior to the termination of the Option as set forth in Section 6 and must
be accompanied by full payment of the aggregate Option Price for the number of Shares being
purchased. The Option shall be deemed to be exercised upon receipt by the Company of such
electronic or written Exercise Notice and the aggregate Option Price.




          4.3 Payment of Option Price.




               (a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the
aggregate Option Price for the number of Shares for which the Option is being exercised shall be
made (i) in cash or by check or cash equivalent, (ii) by tender to the Company, or attestation to
the ownership, of whole Shares owned by the Participant having a Fair Market Value not less than
the aggregate Option Price, (iii) by means of a Cashless Exercise, as defined in Section 4.3(b), or
(iv) by any combination of the foregoing.



               (b) Limitations on Forms of Consideration.



                    (i) Tender of Shares. Notwithstanding the foregoing, the Option may not be exercised by
tender to the Company, or attestation to the ownership, of Shares to the extent such tender or
attestation would constitute a violation of the provisions of any law, regulation or agreement
restricting the redemption of the Company’s stock. If required by the Company, the Option may not
be exercised by tender to the Company, or attestation to the



2









 




ownership, of Shares unless such shares either have been owned by the Participant for more
than six (6) months or such other period, if any, required by the Company (and not used for another
option exercise by attestation during such period) or were not acquired, directly or indirectly,
from the Company.




               (ii) Cashless Exercise. A “Cashless Exercise” means the delivery of a properly executed
notice together with irrevocable instructions to a broker in a form acceptable to the Company
providing for the assignment to the Company of the proceeds of a sale or loan with respect to some
or all of the Shares acquired upon the exercise of the Option pursuant to a program or procedure
approved by the Company (including, without limitation, through an exercise complying with the
provisions of Regulation T as promulgated from time to time by the Board of Governors of the
Federal Reserve System). The Company reserves, at any and all times, the right, in the Company’s
sole and absolute discretion, to establish, decline to approve or terminate any such program or
procedure, including with respect to the Participant, notwithstanding that such program or
procedure may be available to others.



          4.4 Tax Withholding. At the time the Option is exercised, in whole or in part, or at any time
thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll
and any other amounts payable to the Participant, and otherwise agrees to make adequate provision
for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding obligations of the
Company and/or its Affiliates, if any, which arise in connection with the Option. The Option is
not exercisable unless the tax withholding obligations of the Company and/or its Affiliates are
satisfied. Accordingly, the Company shall have no obligation to deliver Shares until the tax
withholding obligations of the Company and/or its Affiliates have been satisfied by the
Participant.




          4.5 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby
authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with
any broker with which the Participant has an account relationship of which the Company has notice
any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as
provided by the preceding sentence, a certificate for the Shares as to which the Option is
exercised shall be registered in the name of the Participant, or, if applicable, in the names of
the heirs of the Participant.




          4.6 Restrictions on Grant of the Option and Issuance of Shares. The grant of the Option and
the issuance of Shares upon exercise of the Option shall be subject to compliance with all
applicable requirements of federal, state or foreign law with respect to such securities. The
Option may not be exercised if the issuance of Shares upon exercise would constitute a violation of
any applicable federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Shares may then be listed. In
addition, the Option may not be exercised unless (i) a registration statement under the Securities
Act of 1933, as amended, (the “Securities Act”) shall at the time of exercise of the Option be in
effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of
legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in
accordance with the terms of an applicable exemption from the




3









 







registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION
MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT
MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any
shares subject to the Option shall relieve the Company of any liability in respect of the failure
to issue or sell such shares as to which such requisite authority shall not have been obtained. As
a condition to the exercise of the Option, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with any applicable law
or regulation and to make any representation or warranty with respect thereto as may be requested
by the Company.




          4.7 Fractional Shares. The Company shall not be required to issue fractional Shares upon the
exercise of the Option.




     5. Nontransferability of the Option.



          During the lifetime of the Participant, the Option shall be exercisable only by the
Participant or the Participant’s guardian or legal representative. The Option shall not be subject
in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary,
except transfer by will or by the laws of descent and distribution. Following the death of the
Participant, the Option, to the extent provided in Section 7, may be exercised by the Participant’s
legal representative or by any person empowered to do so under the deceased Participant’s will or
under the then applicable laws of descent and distribution.




     6. Termination of the Option.



          The Option shall terminate and may no longer be exercised after the first to occur of (a) the
close of business on the Option Expiration Date, (b) the close of business on the last date for
exercising the Option following termination of the Participant’s Service as described in Section 7,
or (c) a Change in Control to the extent provided in Section 8.




     7. Effect of Termination of Service.



          7.1 Option Exercisability. The Option shall terminate immediately upon the Participant’s
termination of Service to the extent that it is then unvested and shall be exercisable after the
Participant’s termination of Service to the extent it is then vested only during the applicable
time period as determined below and thereafter shall terminate.




               (a) Disability. If the Participant’s Service terminates because of the permanent and total
disability of the Participant within the meaning of Section 22(e)(3) of the Code (“Disability”),
the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the
Participant’s Service terminated, may be exercised by the Participant (or the Participant’s
guardian or legal representative) at any time prior to the expiration of twelve
(12) months after the date on which the Participant’s Service terminated, but in any event no
later than the Option Expiration Date.



4









 





               (b) Death. If the Participant’s Service terminates because of the death of the Participant,
the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the
Participant’s Service terminated, may be exercised by the Participant’s legal representative or
other person who acquired the right to exercise the Option by reason of the Participant’s death at
any time prior to the expiration of twelve (12) months after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date. The Participant’s
Service shall be deemed to have terminated on account of death if the Participant dies within three
(3) months after the Participant’s termination of Service.



               (c) Other Termination of Service. If the Participant’s Service terminates for any reason,
except Disability or death, the Option, to the extent unexercised and exercisable for Vested Shares
by the Participant on the date on which the Participant’s Service terminated, may be exercised by
the Participant at any time prior to the expiration of ninety (90) days after the date on which the
Participant’s Service terminated, but in any event no later than the Option Expiration Date.



          7.2 Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of
the Option within the applicable time periods set forth in Section 7.1 is prevented by the
provisions of Section 4.6, the Option shall remain exercisable until three (3) months after the
date the Participant is notified by the Company that the Option is exercisable, but in any event no
later than the Option Expiration Date.




          7.3 Extension if Participant Subject to Section 16(b). Notwithstanding the foregoing, if a
sale within the applicable time periods set forth in Section 7.1 of Shares acquired upon the
exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange
Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day
following the date on which a sale of such Shares by the Participant would no longer be subject to
such suit, (ii) the one hundred and ninetieth (190th) day after the Participant’s termination of
Service, or (iii) the Option Expiration Date.




     8. Change in Control.



          8.1 Effect of Change in Control. In the event of a Change in Control, the surviving,
continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”),
may, without the consent of the Participant, either assume or otherwise continue in full force and
effect the Company’s rights and obligations under the Option or substitute for the Option a
substantially equivalent option for the Acquiror’s stock. In the event the Acquiror elects not to
so assume or continue the Company’s rights and obligations under the Option or substitute for the
Option in connection with the Change in Control, any unexercised portion of the Option shall become
immediately exercisable and vested in full as of the time of consummation of the Change in Control,
provided that the Participant’s Service has not terminated prior to such date. Any exercise of the
Option that was permissible solely by reason of this Section shall be conditioned upon the
consummation of the Change in Control. The
Option shall terminate and cease to be outstanding effective as of the time of consummation of
the Change in Control to the extent that the Option is neither assumed by the Acquiror in
connection with the Change in Control nor exercised as of the date of the Change in Control.




5









 








          8.2 Federal Excise Tax Under Section 4999 of the Code.




               (a) Excess Parachute Payment. In the event that any acceleration of vesting pursuant to this
Agreement and any other payment or benefit received or to be received by the Participant would
subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the
characterization of such acceleration of vesting, payment or benefit as an excess parachute payment
under Section 280G of the Code, the Participant may elect, in his or her sole discretion, to reduce
the amount of any acceleration of vesting called for under this Agreement in order to avoid such
characterization.



               (b) Determination by Independent Accountants. To aid the Participant in making any election
called for under Section 8.1(a), upon the occurrence of any event that might reasonably be
anticipated to give rise to the acceleration of vesting under Section 8.1 (an “Event”), the Company
shall promptly request a determination in writing by independent public accountants selected by the
Company (the “Accountants”). Unless the Company and the Participant otherwise agree in writing,
the Accountants shall determine and report to the Company and the Participant within twenty (20)
days of the date of the Event the amount of such acceleration of vesting, payments and benefits
which would produce the greatest after-tax benefit to the Participant. For the purposes of such
determination, the Accountants may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish
to the Accountants such information and documents as the Accountants may reasonably request in
order to make their required determination. The Company shall bear all fees and expenses the
Accountants may reasonably charge in connection with their services contemplated by this Section.



     9. Adjustments in Authorized Shares.



          In the event of any corporate event or transaction (including, but not limited to, a change in
the Shares of the Company or the capitalization of the Company) such as a merger, consolidation,
reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split,
split up, spin-off, or other distribution of stock or property of the Company, combination of
Shares, exchange of Shares, dividend in kind, or other like change in capital structure or
distribution (other than normal cash dividends) to stockholders of the Company, or any similar
corporate event or transaction, the Committee, in its sole discretion, in order to prevent dilution
or enlargement of Participants’ rights under this Option, shall make appropriate adjustments in the
number, Option Price and kind of Shares subject to the Option. Any fractional share resulting from
an adjustment pursuant to this Section 9 shall be rounded down to the nearest whole number, and in
no event may the purchase price of the Option be decreased to an amount less than the par value, if
any, of the stock subject to the Option. Such adjustments shall be determined by the Committee,
and its determination shall be final, binding and conclusive.




6









 








     10. Rights as a Stockholder, Director, Employee or Consultant.



          The Participant shall have no rights as a stockholder with respect to any Shares covered by
the Option until the date of the issuance of the Shares for which the Option has been exercised (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company). No adjustment shall be made for dividends, distributions or other rights
for which the record date is prior to the date the Shares are issued, except as provided in Section
9. If the Participant is an Employee, the Participant understands and acknowledges that, except as
otherwise provided in a separate, written employment agreement between the Company and the
Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in
this Option Agreement shall confer upon the Participant any right to continue in the Service of the
Company and/or its Affiliates or interfere in any way with any right of the Company and/or its
Affiliates to terminate the Participant’s Service as a Director, an Employee or Consultant, as the
case may be, at any time.




     11. Legends.



          The Company may at any time place legends referencing any applicable federal, state or foreign
securities law restrictions on all certificates representing shares of stock subject to the
provisions of this Option Agreement. The Participant shall, at the request of the Company,
promptly present to the Company any and all certificates representing Shares acquired pursuant to
the Option in the possession of the Participant in order to carry out the provisions of this
Section 11.




     12. Miscellaneous Provisions.



          12.1 Termination or Amendment. The Committee may terminate or amend the Plan or the Option at
any time; provided, however, that except as provided in Section 8 in connection with a Change in
Control, no such termination or amendment may adversely affect the Option or any unexercised
portion hereof without the consent of the Participant unless such termination or amendment is
necessary to comply with any applicable law or government regulation. No amendment or addition to
this Option Agreement shall be effective unless in writing.




          12.2 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Agreement.




          12.3 Binding Effect. Subject to the restrictions on transfer set forth herein, this Option
Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and assigns.




          12.4 Delivery of Documents and Notices. Any document relating to participation in the Plan or
any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given (except to the extent that this Option Agreement provides for effectiveness only
upon actual receipt of such notice) upon personal delivery, electronic




7









 







delivery at the e-mail address, if any, provided for the Participant by the Company and/or its
Affiliates, or upon deposit in the U.S. Post Office or foreign postal service, by registered or
certified mail, or with a nationally recognized overnight courier service, with postage and fees
prepaid, addressed to the other party at the address of such party set forth in the Notice or at
such other address as such party may designate in writing from time to time to the other party.




               (a) Description of Electronic Delivery. The Plan documents, which may include but do not
necessarily include: the Plan, the Notice, this Option Agreement, the Plan Prospectus, and any
reports of the Company provided generally to the Company’s stockholders, may be delivered to the
Participant electronically. In addition, the Participant may deliver electronically the Exercise
Notice called for by Section 4.2 to the Company or to such third party involved in administering
the Plan as the Company may designate from time to time. Such means of electronic delivery may
include but do not necessarily include the delivery of a link to a Company intranet or the internet
site of a third party involved in administering the Plan, the delivery of the document via e-mail
or such other means of electronic delivery specified by the Company.



               (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has
read Section 12.4(a) of this Option Agreement and consents to the electronic delivery of the Plan
documents and the delivery of the Exercise Notice, as described in Section 12.4(a). The
Participant acknowledges that he or she may receive from the Company a paper copy of any documents
delivered electronically at no cost to the Participant by contacting the Chief Financial Officer of
the Company by telephone or in writing. The Participant further acknowledges that the Participant
will be provided with a paper copy of any documents if the attempted electronic delivery of such
documents fails. Similarly, the Participant understands that the Participant must provide the
Company or any designated third party administrator with a paper copy of any documents if the
attempted electronic delivery of such documents fails. The Participant may revoke his or her
consent to the electronic delivery of documents described in Section 12.4(a) or may change the
electronic mail address to which such documents are to be delivered (if Participant has provided an
electronic mail address) at any time by notifying the Company of such revoked consent or revised
e-mail address by telephone, postal service or electronic mail. Finally, the Participant
understands that he or she is not required to consent to electronic delivery of documents described
in Section 12.4(a).



          12.5 Integrated Agreement. The Notice, this Option Agreement and the Plan, together with the
Superseding Agreement, if any, shall constitute the entire understanding and agreement of the
Participant and the Company and/or its Affiliates with respect to the subject matter contained
herein and supersede any prior agreements, understandings, restrictions, representations, or
warranties among the Participant and the Company and/or its Affiliates with respect to such subject
matter. To the extent contemplated herein, the provisions of the Notice, the Option Agreement and
the Plan shall survive any exercise of the Option and shall remain in full force and effect.




          12.6 Applicable Law. This Option Agreement shall be governed by the laws of the State of
California as such laws are applied to agreements between California residents entered into and to
be performed entirely within the State of California.




          12.7 Counterparts. The Notice may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.





8









 








Participant:                                                             




Date:                                                             




NONQUALIFIED STOCK OPTION EXERCISE NOTICE




Maxtor Corporation

Attention: Chief Financial Officer

500 McCarthy Boulevard

Milpitas, CA 95035



Ladies and Gentlemen:



     1. Option. I was granted a nonqualified stock option (the “Option”) to purchase
shares of the common stock (the “Shares”) of Maxtor Corporation (the “Company”) pursuant to the
Company’s 2005 Performance Incentive Plan (the “Plan”), my Notice of Grant of Stock Option (the
“Notice”) and my Stock Option Agreement (the “Option Agreement”) as follows:



	 	 	 
	Date of Grant:

	 	                                        
	 
	 	 
	Number of Option Shares:

	 	                                        
	 
	 	 
	Option Price per Share:

	 	$                                        






     2. Exercise of Option. I hereby elect to exercise the Option to purchase the
following number of Shares, all of which are Vested Shares in accordance with the Notice and the
Option Agreement:




	 	 	 
	Total Shares Purchased:

	 	                                        
	 
	 	 
	Total Option Price (Total Shares X Price per Share)

	 	$                                        






     3. Payments. I enclose payment in full of the total option price for the Shares in
the following form(s), as authorized by my Option Agreement:




	 	 	 
	TM Cash:

	 	$                    
	 
	 	 
	                    
	 	 
	 
	 	 
	TM Check:

	 	$                                        
	 
	 	 
	TM Tender of Company Shares:

	 	Contact Plan Administrator
	 
	 	 
	TM 1Cashless Exercise (same-day sale):

	 	Contact Plan Administrator






1









 






     4. Tax Withholding. I authorize payroll withholding and otherwise will make adequate
provision for the federal, state, local and foreign tax withholding obligations of the Company, if
any, in connection with the Option. I enclose payment in full of my withholding taxes, if any, as
follows:



(Contact Plan Administrator for amount of tax due.)




	 	 	 
	TM Cash:

	 	$                    
	 
	 	 
	                    
	 	 
	 
	 	 
	TM Check:

	 	$                                        






     5. Participant Information.




	 	 	 
	My address is:
	 	 
	 

	 	 
	 
	 	 
	 

	 	 






	 	 	 
	My Social Security Number is:
	 	 
	 

	 	 





     6. Binding Effect. I agree that the Shares are being acquired in accordance with and
subject to the terms, provisions and conditions of the Notice, the Option Agreement and the Plan,
to all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be
binding upon my heirs, executors, administrators, successors and assigns.



	 	 	 
	 

	 	Very truly yours,
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	(Signature)





Receipt of the above is hereby acknowledged.



MAXTOR CORPORATION




By: ________________________________________




Title: _______________________________________




Dated: ______________________________________





2









 








MAXTOR CORPORATION




STOCK OPTION AGREEMENT



(For Non-U.S. Participants)




     Maxtor Corporation has granted to the individual (the “Participant”) named in the Notice of
Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”)
is attached an option (the “Option”) to purchase certain Shares upon the terms and conditions set
forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall
in all respects be subject to the terms and conditions of the Maxtor Corporation 2005 Performance
Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are
incorporated herein by reference. By signing the Notice, the Participant: (a) acknowledges receipt
of and represents that the Participant has read and is familiar with the Notice, this Option
Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the
Securities and Exchange Commission (the “Plan Prospectus”), (b) accepts the Option subject to all
of the terms and conditions of the Notice, this Option Agreement and the Plan and (c) agrees to
accept as binding, conclusive and final all decisions or interpretations of the Committee upon any
questions arising under the Notice, the Plan or this Option Agreement.



     1. Definitions and Construction.



          1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Notice or the Plan.




          1.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Option Agreement. Except when
otherwise indicated by the context, the singular shall include the plural and the plural shall
include the singular. Use of the term “or” is not intended to be exclusive, unless the context
clearly requires otherwise.




     2. Certain Conditions of the Option.



          2.1 Compliance with Local Law. The Participant agrees that the Participant will not acquire
Shares pursuant to the Option or transfer, assign, sell or otherwise deal with such Shares except
in compliance with Local Law.




          2.2 Employment Conditions. In accepting the Option, the Participant acknowledges that:




               (a) Any notice period mandated under Local Law shall not be treated as Service for the purpose
of determining the vesting of the Option; and the Participant’s right to exercise the Option after
termination of Service, if any, will be measured by the date of termination of the Participant’s
active Service and will not be extended by any notice period mandated under Local Law. Subject to
the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine
whether the Participant’s Service has terminated and the effective date of such termination.



 









 





               (b) The Plan is established voluntarily by the Company. It is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at any time, unless otherwise
provided in the Plan and this Option Agreement.



               (c) The grant of the Option is voluntary and occasional and does not create any contractual or
other right to receive future grants of Options, or benefits in lieu of Options, even if Options
have been granted repeatedly in the past.



               (d) All decisions with respect to future Option grants, if any, will be at the sole discretion
of the Company.



               (e) The Participant’s participation in the Plan shall not create a right to further Service
with the Company or any Affiliate and shall not interfere with the ability of the Company or any
Affiliate to terminate the Participant’s Service at any time, with or without cause.



               (f) The Participant is voluntarily participating in the Plan.



               (g) The Option is an extraordinary item that does not constitute compensation of any kind for
Service of any kind rendered to the Company or any Affiliate, and which is outside the scope of the
Participant’s employment contract, if any.



               (h) The Option is not part of normal or expected compensation or salary for any purpose,
including, but not limited to, calculating any severance, resignation, termination, redundancy,
end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar
payments.



               (i) In the event that the Participant is not an employee of the Company, the Option grant will
not be interpreted to form an employment contract or relationship with the Company; and furthermore
the Option grant will not be interpreted to form an employment contract with any Affiliate.



               (j) The future value of the underlying Shares is unknown and cannot be predicted with
certainty. If the underlying Shares do not increase in value, the Option will have no value. If
the Participant exercises the Option and obtains Shares, the value of those Shares acquired upon
exercise may increase or decrease in value, even below the Option Price.



               (k) No claim or entitlement to compensation or damages arises from termination of the Option
or diminution in value of the Option or Shares purchased through exercise of the Option resulting
from termination of the Participant’s Service (for any reason whether or not in breach of Local
Law) and the Participant irrevocably releases the Company and each Affiliate from any such claim
that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen then, by signing this Option Agreement, the Participant shall be deemed
irrevocably to have waived the Participant’s entitlement to pursue such a claim.



2









 





          2.3 Data Privacy Consent.




               (a) The Participant hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Participant’s personal data as described in this
document by and among the members of a group consisting of the Company and each Affiliate for the
exclusive purpose of implementing, administering and managing the Participant’s participation in
the Plan.



               (b) The Participant understands that the Company (including each Affiliate) hold certain
personal information about the Participant, including, but not limited to, the Participant’s name,
home address and telephone number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any Shares or directorships held in the Company, details of
all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or
outstanding in the Participant’s favor, for the purpose of implementing, administering and managing
the Plan (“Data”). The Participant understands that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan, that these recipients
may be located in the Participant’s country or elsewhere, and that the recipient’s country may have
different data privacy laws and protections than the Participant’s country. The Participant
understands that he or she may request a list with the names and addresses of any potential
recipients of the Data by contacting the Participant’s local human resources representative. The
Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing the
Participant’s participation in the Plan, including any requisite transfer of such Data as may be
required to a broker or other third party with whom the Participant may elect to deposit any shares
acquired upon exercise of the Option. The Participant understands that Data will be held only as
long as is necessary to implement, administer and manage the Participant’s participation in the
Plan. The Participant understands that he or she may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting in writing the
Participant’s local human resources representative. The Participant understands, however, that
refusing or withdrawing the Participant’s consent may affect the Participant’s ability to
participate in the Plan. For more information on the consequences of the Participant’s refusal to
consent or withdrawal of consent, the Participant understands that he or she may contact the
Participant’s local human resources representative.



     3. Administration.



          All questions of interpretation concerning this Option Agreement shall be determined by the
Committee. All determinations by the Committee shall be final and binding upon all persons having
an interest in the Option. Any officer of the Company shall have the authority to act on behalf of
the Company with respect to any matter, right, obligation, or election which is the responsibility
of or which is allocated to the Company herein, provided the officer has apparent authority with
respect to such matter, right, obligation, or election.




3









 








     4. Exercise of the Option.



          4.1 Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable
on and after the Initial Vesting Date and prior to the termination of the Option (as provided in
Section 6) in an amount not to exceed the number of Vested Shares less the number of Shares
previously acquired upon exercise of the Option. In no event shall the Option be exercisable for
more Shares than the Number of Option Shares, as adjusted pursuant to Section 9.




          4.2 Method of Exercise. Exercise of the Option shall be by means of electronic or written
notice (the “Exercise Notice”) in a form authorized by the Company. An electronic Exercise Notice
must be digitally signed or authenticated by the Participant in such manner as required by the
notice and transmitted to the Chief Financial Officer of the Company or other authorized
representative of the Company (including a third-party administrator designated by the Company).
In the event that the Participant is not authorized or is unable to provide an electronic Exercise
Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which
shall be signed by the Participant and delivered in person, by certified or registered mail, return
receipt requested, by confirmed facsimile transmission, or by such other means as the Company may
permit, to the Chief Financial Officer of the Company, or other authorized representative of the
Company (including a third-party administrator designated by the Company). Each Exercise Notice,
whether electronic or written, must state the Participant’s election to exercise the Option, the
number of whole Shares for which the Option is being exercised and such other representations and
agreements as to the Participant’s investment intent with respect to such Shares as may be required
pursuant to the provisions of this Option Agreement. Further, each Exercise Notice must be
received by the Company prior to the termination of the Option as set forth in Section 6 and must
be accompanied by full payment of the aggregate Option Price for the number of Shares being
purchased. The Option shall be deemed to be exercised upon receipt by the Company of such
electronic or written Exercise Notice and the aggregate Option Price.




          4.3 Payment of Option Price.




               (a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the
aggregate Option Price for the number of Shares for which the Option is being exercised shall be
made (i) in cash or by check or cash equivalent, (ii) by tender to the Company, or attestation to
the ownership, of whole Shares owned by the Participant having a Fair Market Value not less than
the aggregate Option Price, (iii) by means of a Cashless Exercise, as defined in Section 4.3(b), or
(iv) by any combination of the foregoing.



               (b) Limitations on Forms of Consideration.



                    (i) Tender of Shares. Notwithstanding the foregoing, the Option may not be exercised by
tender to the Company, or attestation to the ownership, of Shares to the extent such tender or
attestation would constitute a violation of the provisions of any law,



4









 




regulation or agreement restricting the redemption of the Company’s stock. If required by the
Company, the Option may not be exercised by tender to the Company, or attestation to the ownership,
of Shares unless such shares either have been owned by the Participant for more than six (6) months
or such other period, if any, required by the Company (and not used for another option exercise by
attestation during such period) or were not acquired, directly or indirectly, from the Company.




                    (ii) Cashless Exercise. A “Cashless Exercise” means the delivery of a properly executed
notice together with irrevocable instructions to a broker in a form acceptable to the Company
providing for the assignment to the Company of the proceeds of a sale or loan with respect to some
or all of the Shares acquired upon the exercise of the Option pursuant to a program or procedure
approved by the Company (including, without limitation, through an exercise complying with the
provisions of Regulation T as promulgated from time to time by the Board of Governors of the
Federal Reserve System). The Company reserves, at any and all times, the right, in the Company’s
sole and absolute discretion, to establish, decline to approve or terminate any such program or
procedure, including with respect to the Participant, notwithstanding that such program or
procedure may be available to others.



          4.4 Tax Withholding. Regardless of any action taken by the Company or any Affiliate with
respect to any or all income tax, social insurance, payroll tax, payment on account or other
tax-related withholding (the “Tax Obligations”), the Participant acknowledges that the ultimate
liability for all Tax Obligations legally due by the Participant is and remains the Participant’s
responsibility and that the Company (a) makes no representations or undertakings regarding the
treatment of any Tax Obligations in connection with any aspect of the Option, including the grant,
vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such
exercise, or the receipt of any dividends and (b) does not commit to structure the terms of the
grant or any other aspect of the Option to reduce or eliminate the Participant’s liability for Tax
Obligations. At the time of exercise of the Option, the Participant shall pay or make adequate
arrangements satisfactory to the Company to satisfy all withholding obligations of the Company and
any Affiliate. In this regard, at the time the Option is exercised, in whole or in part, or at any
time thereafter as requested by the Company or any Affiliate, the Participant hereby authorizes
withholding of all applicable Tax Obligations from payroll and any other amounts payable to the
Participant, and otherwise agrees to make adequate provision for withholding of all applicable Tax
Obligations, if any, by the Company and each Affiliate which arise in connection with the Option.
Alternatively, or in addition, if permissible under applicable law, including Local Law, the
Company or an Affiliate may (i) sell or arrange for the sale of Shares acquired by the Participant
to satisfy the Tax Obligations, and/or (ii) withhold in Shares, provided that only the amount of
shares necessary to satisfy the minimum withholding amount required by applicable law, including
Local Law, is withheld. Finally, the Participant shall pay to the Company or any Affiliate any
amount of the Tax Obligations that any such company may be required to withhold as a result of the
Participant’s participation in the Plan that cannot be satisfied by the means previously described.
The Company shall have no obligation to process the exercise of the Option or to deliver Shares
until the Tax Obligations as described in this Section have been satisfied by the Participant.




5









 








          4.5 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby
authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with
any broker with which the Participant has an account relationship of which the Company has notice
any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as
provided by the preceding sentence, a certificate for the Shares as to which the Option is
exercised shall be registered in the name of the Participant, or, if applicable, in the names of
the heirs of the Participant.




          4.6 Restrictions on Grant of the Option and Issuance of Shares. The grant of the Option and
the issuance of Shares upon exercise of the Option shall be subject to compliance with all
applicable requirements of United States federal or state law or Local Law with respect to such
securities. The Option may not be exercised if the issuance of Shares upon exercise would
constitute a violation of any applicable federal, state or foreign securities laws, including Local
Law, or other law or regulations or the requirements of any stock exchange or market system upon
which the Shares may then be listed. In addition, the Option may not be exercised unless (i) a
registration statement under the Securities Act of 1933, as amended, (the “Securities Act”) shall
at the time of exercise of the Option be in effect with respect to the shares issuable upon
exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable
upon exercise of the Option may be issued in accordance with the terms of an applicable exemption
from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE
OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE
PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED.
The inability of the Company to obtain from any regulatory body having jurisdiction the authority,
if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of
any shares subject to the Option shall relieve the Company of any liability in respect of the
failure to issue or sell such shares as to which such requisite authority shall not have been
obtained. As a condition to the exercise of the Option, the Company may require the Participant to
satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any
applicable law or regulation and to make any representation or warranty with respect thereto as may
be requested by the Company.




          4.7 Fractional Shares. The Company shall not be required to issue fractional Shares upon the
exercise of the Option.




     5. Nontransferability of the Option.



          During the lifetime of the Participant, the Option shall be exercisable only by the
Participant or the Participant’s guardian or legal representative. The Option shall not be subject
in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary,
except transfer by will or by the laws of descent and distribution. Following the death of the
Participant, the Option, to the extent provided in Section 7, may be exercised by the Participant’s
legal representative or by any person empowered to do so under the deceased Participant’s will or
under the then applicable laws of descent and distribution.




6









 








     6. Termination of the Option.



          The Option shall terminate and may no longer be exercised after the first to occur of (a) the
close of business on the Option Expiration Date, (b) the close of business on the last date for
exercising the Option following termination of the Participant’s Service as described in Section 7,
or (c) a Change in Control to the extent provided in Section 8.




     7. Effect of Termination of Service.



          7.1 Option Exercisability. The Option shall terminate immediately upon the Participant’s
termination of Service to the extent that it is then unvested and shall be exercisable after the
Participant’s termination of Service to the extent it is then vested only during the applicable
time period as determined below and thereafter shall terminate.




               (a) Disability. If the Participant’s Service terminates because of the permanent and total
disability of the Participant within the meaning of Section 22(e)(3) of the Code (“Disability”),
the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the
Participant’s Service terminated, may be exercised by the Participant (or the Participant’s
guardian or legal representative) at any time prior to the expiration of twelve (12) months after
the date on which the Participant’s Service terminated, but in any event no later than the Option
Expiration Date.



               (b) Death. If the Participant’s Service terminates because of the death of the Participant,
the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the
Participant’s Service terminated, may be exercised by the Participant’s legal representative or
other person who acquired the right to exercise the Option by reason of the Participant’s death at
any time prior to the expiration of twelve (12) months after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date. The Participant’s
Service shall be deemed to have terminated on account of death if the Participant dies within three
(3) months after the Participant’s termination of Service.



               (c) Other Termination of Service. If the Participant’s Service terminates for any reason,
except Disability or death, the Option, to the extent unexercised and exercisable for Vested Shares
by the Participant on the date on which the Participant’s Service terminated, may be exercised by
the Participant at any time prior to the expiration of ninety (90) days after the date on which the
Participant’s Service terminated, but in any event no later than the Option Expiration Date.



          7.2 Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of
the Option within the applicable time periods set forth in Section 7.1 is prevented by the
provisions of Section 4.6, the Option shall remain exercisable until three (3) months after the
date the Participant is notified by the Company that the Option is exercisable, but in any event no
later than the Option Expiration Date.




          7.3 Extension if Participant Subject to Section 16(b). Notwithstanding the foregoing, if a
sale within the applicable time periods set forth in Section 7.1 of Shares acquired




7









 







upon the exercise of the Option would subject the Participant to suit under Section 16(b) of
the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth
(10th) day following the date on which a sale of such Shares by the Participant would no longer be
subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Participant’s
termination of Service, or (iii) the Option Expiration Date.




     8. Change in Control.



          8.1 Effect of Change in Control. In the event of a Change in Control, the surviving,
continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”),
may, without the consent of the Participant, either assume or otherwise continue in full force and
effect the Company’s rights and obligations under the Option or substitute for the Option a
substantially equivalent option for the Acquiror’s stock. In the event the Acquiror elects not to
so assume or continue the Company’s rights and obligations under the Option or substitute for the
Option in connection with the Change in Control, any unexercised portion of the Option shall become
immediately exercisable and vested in full as of the time of consummation of the Change in Control,
provided that the Participant’s Service has not terminated prior to such date. Any exercise of the
Option that was permissible solely by reason of this Section shall be conditioned upon the
consummation of the Change in Control. The Option shall terminate and cease to be outstanding
effective as of the time of consummation of the Change in Control to the extent that the Option is
neither assumed by the Acquiror in connection with the Change in Control nor exercised as of the
date of the Change in Control.




          8.2 Federal Excise Tax Under Section 4999 of the Code.




               (a) Excess Parachute Payment. In the event that any acceleration of vesting pursuant to this
Agreement and any other payment or benefit received or to be received by the Participant would
subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the
characterization of such acceleration of vesting, payment or benefit as an excess parachute payment
under Section 280G of the Code, the Participant may elect, in his or her sole discretion, to reduce
the amount of any acceleration of vesting called for under this Agreement in order to avoid such
characterization.



               (b) Determination by Independent Accountants. To aid the Participant in making any election
called for under Section 8.2(a), upon the occurrence of any event that might reasonably be
anticipated to give rise to the acceleration of vesting under Section 8.1 (an “Event”), the Company
shall promptly request a determination in writing by independent public accountants selected by the
Company (the “Accountants”). Unless the Company and the Participant otherwise agree in writing,
the Accountants shall determine and report to the Company and the Participant within twenty (20)
days of the date of the Event the amount of such acceleration of vesting, payments and benefits
which would produce the greatest after-tax benefit to the Participant. For the purposes of such
determination, the Accountants may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish
to the Accountants such information and documents as the Accountants may reasonably request in
order to make their
required determination. The Company shall bear all fees and expenses the Accountants may
reasonably charge in connection with their services contemplated by this Section.



8









 





     9. Adjustments in Authorized Shares.



          In the event of any corporate event or transaction (including, but not limited to, a change in
the Shares of the Company or the capitalization of the Company) such as a merger, consolidation,
reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split,
split up, spin-off, or other distribution of stock or property of the Company, combination of
Shares, exchange of Shares, dividend in kind, or other like change in capital structure or
distribution (other than normal cash dividends) to stockholders of the Company, or any similar
corporate event or transaction, the Committee, in its sole discretion, in order to prevent dilution
or enlargement of Participants’ rights under this Option, shall make appropriate adjustments in the
number, Option Price and kind of Shares subject to the Option. Any fractional share resulting from
an adjustment pursuant to this Section 9 shall be rounded down to the nearest whole number, and in
no event may the purchase price of the Option be decreased to an amount less than the par value, if
any, of the stock subject to the Option. Such adjustments shall be determined by the Committee,
and its determination shall be final, binding and conclusive.




     10. Rights as a Stockholder, Director, Employee or Consultant.



          The Participant shall have no rights as a stockholder with respect to any Shares covered by
the Option until the date of the issuance of the Shares for which the Option has been exercised (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company). No adjustment shall be made for dividends, distributions or other rights
for which the record date is prior to the date the Shares are issued, except as provided in Section
9. If the Participant is an Employee, the Participant understands and acknowledges that, except as
otherwise provided in a separate, written employment agreement between the Company and the
Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in
this Option Agreement shall confer upon the Participant any right to continue in the Service of the
Company and/or its Affiliates or interfere in any way with any right of the Company and/or its
Affiliates to terminate the Participant’s Service as a Director, an Employee or Consultant, as the
case may be, at any time.




     11. Legends.



          The Company may at any time place legends referencing any applicable federal, state or foreign
securities law, including Local Law, restrictions on all certificates representing shares of stock
subject to the provisions of this Option Agreement. The Participant shall, at the request of the
Company, promptly present to the Company any and all certificates representing Shares acquired
pursuant to the Option in the possession of the Participant in order to carry out the provisions of
this Section 11.




9









 








     12. Miscellaneous Provisions.



          12.1 Termination or Amendment. The Committee may terminate or amend the Plan or the Option at
any time; provided, however, that except as provided in Section 8 in connection with a Change in
Control, no such termination or amendment may adversely affect the Option or any unexercised
portion hereof without the consent of the Participant unless such termination or amendment is
necessary to comply with any applicable law or government regulation. No amendment or addition to
this Option Agreement shall be effective unless in writing.




          12.2 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Agreement.




          12.3 Binding Effect. Subject to the restrictions on transfer set forth herein, this Option
Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and assigns.




          12.4 Delivery of Documents and Notices. Any document relating to participation in the Plan or
any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given (except to the extent that this Option Agreement provides for effectiveness only
upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail
address, if any, provided for the Participant by the Company and/or its Affiliates, or upon deposit
in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a
nationally recognized overnight courier service, with postage and fees prepaid, addressed to the
other party at the address of such party set forth in the Notice or at such other address as such
party may designate in writing from time to time to the other party.




               (a) Description of Electronic Delivery. The Plan documents, which may include but do not
necessarily include: the Plan, the Notice, this Option Agreement, the Plan Prospectus, and any
reports of the Company provided generally to the Company’s stockholders, may be delivered to the
Participant electronically. In addition, the Participant may deliver electronically the Exercise
Notice called for by Section 4.2 to the Company or to such third party involved in administering
the Plan as the Company may designate from time to time. Such means of electronic delivery may
include but do not necessarily include the delivery of a link to a Company intranet or the internet
site of a third party involved in administering the Plan, the delivery of the document via e-mail
or such other means of electronic delivery specified by the Company.



               (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has
read Section 12.4(a) of this Option Agreement and consents to the electronic delivery of the Plan
documents and the delivery of the Exercise Notice, as described in Section 12.4(a). The
Participant acknowledges that he or she may receive from the Company a paper copy of any documents
delivered electronically at no cost to the Participant by contacting the Chief Financial Officer of
the Company by telephone or in writing. The Participant further acknowledges that the Participant
will be provided with a paper copy of any documents if the



10









 




attempted electronic delivery of such documents fails. Similarly, the Participant understands
that the Participant must provide the Company or any designated third party administrator with a
paper copy of any documents if the attempted electronic delivery of such documents fails. The
Participant may revoke his or her consent to the electronic delivery of documents described in
Section 12.4(a) or may change the electronic mail address to which such documents are to be
delivered (if Participant has provided an electronic mail address) at any time by notifying the
Company of such revoked consent or revised e-mail address by telephone, postal service or
electronic mail. Finally, the Participant understands that he or she is not required to consent to
electronic delivery of documents described in Section 12.4(a).




          12.5 Integrated Agreement. The Notice, this Option Agreement and the Plan, together with the
Superseding Agreement, if any, shall constitute the entire understanding and agreement of the
Participant and the Company and/or its Affiliates with respect to the subject matter contained
herein and supersede any prior agreements, understandings, restrictions, representations, or
warranties among the Participant and the Company and/or its Affiliates with respect to such subject
matter. To the extent contemplated herein, the provisions of the Notice, the Option Agreement and
the Plan shall survive any exercise of the Option and shall remain in full force and effect.




          12.6 Applicable Law. This Option Agreement shall be governed by the laws of the State of
California as such laws are applied to agreements between California residents entered into and to
be performed entirely within the State of California. For purposes of litigating any dispute that
arises directly or indirectly from the relationship of the parties as evidenced by this Option
Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California
and agree that such litigation shall be conducted only in the courts of the County of Santa Clara,
California, or the federal courts of the United States for the Northern District of California, and
no other courts, where this Option Agreement is made and/or performed.




          12.7 Counterparts. The Notice may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.





11









 






Participant:                                         




Date:                                         




NONQUALIFIED STOCK OPTION EXERCISE NOTICE




Maxtor Corporation

Attention: Chief Financial Officer

500 McCarthy Boulevard

Milpitas, CA 95035



Ladies and Gentlemen:




     1. Option. I was granted a nonqualified stock option (the “Option”) to purchase
shares of the common stock (the “Shares”) of Maxtor Corporation (the “Company”) pursuant to the
Company’s 2005 Performance Incentive Plan (the “Plan”), my Notice of Grant of Stock Option (the
“Notice”) and my Stock Option Agreement (the “Option Agreement”) as follows:



	 	 	 	 	 	 	 	 	 
	 

	 	Date of Grant:	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Number of Option Shares:	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Option Price per Share:
	 	$	 	 	 	 
	 

	 	 	 	 	 	 





     2. Exercise of Option. I hereby elect to exercise the Option to purchase the
following number of Shares, all of which are Vested Shares in accordance with the Notice and the
Option Agreement:



	 	 	 	 	 	 	 	 	 
	 

	 	Total Shares Purchased:	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Option Price per Share:
	 	$	 	 	 	 
	 

	 	 	 	 	 	 





     3. Payments. I enclose payment in full of the total option price for the Shares in
the following form(s), as authorized by my Option Agreement:



	 	 	 	 	 
	 

	 	 TM Cash:
	 	$                     
	 
	 	 	 	 
	 

	 	                    	 	 
	 
	 	 	 	 
	 

	 	 TM Check:
	 	$                                         
	 
	 	 	 	 
	 

	 	 TM Tender of Company Shares:
	 	Contact Plan Administrator
	 
	 	 	 	 
	 

	 	 TM Cashless Exercise (same-day sale):
	 	Contact Plan Administrator






1









 






     4. Tax Withholding. I authorize payroll withholding and otherwise will make adequate
provision for the federal, state, local and foreign tax withholding obligations of the Company, if
any, in connection with the Option. I enclose payment in full of my withholding taxes, if any, as
follows:



(Contact Plan Administrator for amount of tax due.)




	 	 	 	 	 
	 

	 	 TM Cash:
	 	$                     
	 
	 	 	 	 
	 

	 	                    	 	 
	 
	 	 	 	 
	 

	 	 TM Check:
	 	$                                         






     5. Participant Information.



	 	 	 	 	 	 	 	 
	 

	 	My address is:	 	 	 	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 	 	My Social Security Number is:	 	 
	 

	 	 	 	 	 	 	 





     6. Binding Effect. I agree that the Shares are being acquired in accordance with and
subject to the terms, provisions and conditions of the Notice, the Option Agreement and the Plan,
to all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be
binding upon my heirs, executors, administrators, successors and assigns.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Very truly yours,
	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	(Signature)
	 
	 	 	 	 	 	 
	Receipt of the above is hereby acknowledged.	 	 	 	 
	 
	 	 	 	 	 	 
	MAXTOR CORPORATION	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





2









 






MAXTOR CORPORATION




NOTICE OF GRANT OF STOCK OPTION

(For Non-U.S. Participants)



The Participant has been granted an option (the “Option”) to purchase certain Shares of Maxtor
Corporation pursuant to the Maxtor Corporation 2005 Performance Incentive Plan (the “Plan”), as
follows:




	 	 	 	 	 
	Participant:

	 	 	 	 
	 
	 	 	 	 
	Date of Grant:

	 	 	 	 
	 
	 	 	 	 
	Number of Option
Shares:

	 	 	 	 
	 
	 	 	 	 
	Option Price:

	 	$	 	 
	 
	 	 	 	 
	Initial Vesting Date:	 	The date one (1) year after [vesting commencement date]
	 
	 	 	 	 
	Option Expiration Date:	 	The date ten (10) years after the Date of Grant
	 
	 	 	 	 
	Tax Status of Option:	 	[Reserved]
	 
	 	 	 	 
	Local Law:	 	The laws, rules and regulations of [Name of Country], of which
the Participant is a resident.
	 
	 	 	 	 
	Vested Shares:	 	Except as provided in the Stock Option Agreement, the number of
Vested Shares (disregarding any resulting fractional share) as
of any date is determined by multiplying the Number of Option
Shares by the “Vested Percentage” determined as of such date as
follows:






	 	 	 	 	 
	 	 	Vested Percentage
	Prior to Initial Vesting Date
	 	 	0	%
	 
	 	 	 	 
	On Initial Vesting Date,
provided the Participant’s
Service has not terminated
prior to such date
	 	 	25	%
	 
	 	 	 	 
	Plus
	 	 	 	 
	 
	 	 	 	 
	For each additional full
calendar quarter of the
Participant’s continuous
Service from Initial Vesting
Date until the Vested
Percentage equals 100% an
additional
	 	 	6.25	%






	 	 	 
	Superseding Agreement:

	 	[None]
	 
	 	 
	 

	 	The terms and conditions of the foregoing Superseding Agreement
to which the Participant is a party shall, notwithstanding any
provision of the Stock Option Agreement to the contrary,
supersede any inconsistent term or condition set forth in the
Stock Option Agreement to the extent intended by such
Superseding Agreement.






MAXTOR CORPORATION




                                                            

Dr. C.S. Park

Chairman of the Board of Directors

And Chief Executive Officer



 









 





MAXTOR CORPORATION




NOTICE OF GRANT OF STOCK OPTION



The Participant has been granted an option (the "Option") to purchase certain Shares of Maxtor
Corporation pursuant to the Maxtor Corporation 2005 Performance Incentive Plan (the "Plan"), as
follows:




	 	 	 	 	 
	Participant:

	 	 	 	 
	 
	 	 	 	 
	Date of Grant:

	 	 	 	 
	 
	 	 	 	 
	Number of Option
Shares:

	 	 	 	 
	 
	 	 	 	 
	Option Price:

	 	$	 	 
	 
	 	 	 	 
	Initial Vesting Date:	 	The date one (1) year after [vesting commencement date]
	 
	 	 	 	 
	Option Expiration Date:	 	The date ten (10) years after the Date of Grant
	 
	 	 	 	 
	Tax Status of Option:	 	[Reserved]
	 
	 	 	 	 
	Vested Shares:	 	Except as provided in the Stock Option Agreement, the number of
Vested Shares (disregarding any resulting fractional share) as
of any date is determined by multiplying the Number of Option
Shares by the "Vested Percentage” determined as of such date as
follows:






	 	 	 	 	 
	 	 	Vested Percentage
	Prior to Initial Vesting Date.
	 	 	0	%
	 
	 	 	 	 
	On Initial Vesting Date,
provided the Participant’s
Service has not terminated
prior to such date
	 	 	25	%
	 
	 	 	 	 
	Plus
	 	 	 	 
	 
	 	 	 	 
	For each additional full
calendar quarter of the
Participant’s continuous
Service from Initial Vesting
Date until the Vested
Percentage equals 100% an
additional
	 	 	6.25	%






	 	 	 
	Superseding Agreement:

	 	[None]
	 
	 	 
	 

	 	The terms and conditions of the foregoing Superseding Agreement
to which the Participant is a party shall, notwithstanding any
provision of the Stock Option Agreement to the contrary,
supersede any inconsistent term or condition set forth in the
Stock Option Agreement to the extent intended by such
Superseding Agreement.






MAXTOR CORPORATION




By:                                                            

Dr. C.S. Park

Chairman of the Board of Directors

And Chief Executive Officer



 









 






MAXTOR CORPORATION



NOTICE OF GRANT OF RESTRICTED STOCK




The Participant has been granted an award (the “Award”) pursuant to the Maxtor Corporation
2005 Performance Incentive Plan (the “Plan”) of certain Shares of Maxtor Corporation, as follows:




	 	 	 	 	 
	Participant:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date of Grant:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Total Number of Shares:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Vested Shares:	 	Except as provided in the Restricted Stock Agreement and provided that the
Participant’s Service has not terminated prior to the relevant date, the number
of Vested Shares shall cumulatively increase on each respective date set forth
below by the number of shares set forth opposite such date, as follows:






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Cumulative	 
	 	 	Vesting Date	 	 	No. Shares Vesting	 	 	No. Vested Shares	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 
	Superseding Agreement:

	 	[None] [Maxtor Corporation Executive Retention and Severance Plan]
	 
	 	 
	 

	 	The terms and conditions of the foregoing Superseding Agreement to which the
Participant is a party shall, notwithstanding any provision of the Restricted
Stock Agreement to the contrary, supersede any inconsistent term or condition
set forth in the Restricted Stock Agreement to the extent intended by such
Superseding Agreement.





By their signatures below, the Company and the Participant agree that the Award is governed by this
Notice and by the provisions of the Plan and the Restricted Stock Agreement, both of which are
attached to and made a part of this document, and the Superseding Agreement, if any. The
Participant acknowledges receipt of copies of the Plan, the Restricted Stock Agreement and the Plan
Prospectus and represents that the Participant has read and is familiar with their provisions. The
Participant hereby accepts the Award subject to all of the terms and conditions of this Notice, the
Restricted Stock Agreement, the Plan and the Superseding Agreement, if any.




	 	 	 	 	 	 	 
	 	 	MAXTOR CORPORATION	 	PARTICIPANT
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature
	 
	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Date
	 

	 	Address:
	 	500 McCarthy Boulevard	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Milpitas, CA 95035
	 	Address
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 
	ATTACHMENTS:

	 	2005 Performance Incentive Plan, as amended to the Date of Grant; Restricted Stock
Agreement; Assignment Separate from Certificate and Plan Prospectus






 











 







MAXTOR
CORPORATION

NOTICE
OF GRANT OF RESTRICTED STOCK UNITS


(For
Non-U.S.Participants)



The Participant has been granted an award of Restricted Stock Units (the “Award”) pursuant to
the Maxtor Corporation 2005 Performance Incentive Plan (the “Plan”), each of which represents the
right to receive on the applicable Settlement Date one (1) Share of Maxtor Corporation, as follows:




	 	 	 
	Participant:

	 	                                        
	 
	 	 
	Date of Grant:

	 	                                        
	 
	 	 
	Number of Restricted
Stock Units:

	 	                                        , subject to adjustment as provided by the Restricted Stock Units Agreement.
	 
	 	 
	Settlement Date:

	 	For each Restricted Stock Unit, except as otherwise provided by the Restricted
Stock Units Agreement, the date on which such unit becomes a Vested Unit in
accordance with the vesting schedule set forth below.
	 
	 	 
	Local Law:

	 	The laws, rules and regulations of [Name of Country], of which the Participant
is a resident.
	 
	 	 
	Vested Units:

	 	Except as provided in the Restricted Stock Units Agreement and provided that the
Participant’s Service has not terminated prior to the relevant date, the number
of Vested Units shall cumulatively increase on each respective date set forth
below by the number of units set forth opposite such date, as follows:






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Cumulative	 
	 	 	Vesting Date	 	 	No. Units Vesting	 	 	No. Vested Units	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 
	Superseding Agreement:

	 	[None] [Maxtor Corporation Executive Retention and Severance Plan]
	 
	 	 
	 

	 	The terms and conditions of the foregoing Superseding Agreement to which the
Participant is a party shall, notwithstanding any provision of the Restricted
Stock Units Agreement to the contrary, supersede any inconsistent term or
condition set forth in the Restricted Stock Units Agreement to the extent
intended by such Superseding Agreement.





By their signatures below, the Company and the Participant agree that the Award is governed by this
Notice and by the provisions of the Plan and the Restricted Stock Units Agreement, both or which
are attached to and made a part of this document, and the Superseding Agreement, if any. The
Participant acknowledges receipt of copies of the Plan, the Restricted Stock Units Agreement and
the Plan Prospectus and represents that the Participant has read and is familiar with their
provisions. The Participant hereby accepts the Award subject to all of the terms and conditions of
this Notice, the Restricted Stock Units Agreement, the Plan and the Superseding Agreement, if any.




	 	 	 	 	 	 	 
	MAXTOR CORPORATION	 	PARTICIPANT
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	Signature
	 
	 	 	 	 	 	 
	Its:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	Date
	 
	 	 	 	 	 	 
	Address:

	 	 
	 	500 McCarthy Boulevard	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Milpitas, CA 95035
	 	Address
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 
	ATTACHMENTS:

	 	2005 Performance Incentive Plan, as amended to the Date of Grant; Restricted Stock
Units Agreement and Plan Prospectus






 









 





MAXTOR
CORPORATION


NOTICE OF GRANT OF RESTRICTED STOCK UNITS



The Participant has been granted an award of Restricted Stock Units (the “Award”) pursuant to
the Maxtor Corporation 2005 Performance Incentive Plan (the “Plan”), each of which represents the
right to receive on the applicable Settlement Date one (1) Share of Maxtor Corporation, as follows:




	 	 	 
	Participant:

	 	                                        
	 
	 	 
	Date of Grant:

	 	                                        
	 
	 	 
	Number of Restricted
Stock Units:

	 	                                        , subject to adjustment as provided by the Restricted Stock Units Agreement.
	 
	 	 
	Settlement Date:

	 	For each Restricted Stock Unit, except as otherwise provided by the Restricted
Stock Units Agreement, the date on which such unit becomes a Vested Unit in
accordance with the vesting schedule set forth below.
	 
	 	 
	Vested Units:

	 	Except as provided in the Restricted Stock Units Agreement and provided that the
Participant’s Service has not terminated prior to the relevant date, the number
of Vested Units shall cumulatively increase on each respective date set forth
below by the number of units set forth opposite such date, as follows:






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Cumulative	 
	 	 	Vesting Date	 	 	No. Units Vesting	 	 	No. Vested Units	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 
	Superseding Agreement:

	 	[None] [Maxtor
Corporation Executive Retention and Severance Plan]


The terms and conditions of the foregoing Superseding Agreement to which the
Participant is a party shall, notwithstanding any provision of the Restricted
Stock Units Agreement to the contrary, supersede any inconsistent term or
condition set forth in the Restricted Stock Units Agreement to the extent
intended by such Superseding Agreement.





By their signatures below, the Company and the Participant agree that the Award is governed by this
Notice and by the provisions of the Plan and the Restricted Stock Units Agreement, both or which
are attached to and made a part of this document, and the Superseding Agreement, if any. The
Participant acknowledges receipt of copies of the Plan, the Restricted Stock Units Agreement and
the Plan Prospectus and represents that the Participant has read and is familiar with their
provisions. The Participant hereby accepts the Award subject to all of the terms and conditions of
this Notice, the Restricted Stock Units Agreement, the Plan and the Superseding Agreement, if any.




	 	 	 	 	 	 	 
	MAXTOR CORPORATION	 	PARTICIPANT
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	Signature
	 
	 	 	 	 	 	 
	Its:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	Date
	 
	 	 	 	 	 	 
	Address:

	 	 	 	500 McCarthy Boulevard	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Milpitas, CA 95035
	 	Address
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 
	ATTACHMENTS:

	 	2005 Performance Incentive Plan, as amended to the Date of Grant; Restricted Stock
Units Agreement and Plan Prospectus