Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As previously disclosed in the Company's Form 8-K filed on January 12, 2009, David A. Wickersham resigned from his employment as President and Chief Operating Officer effective January 12, 2009. On January 21, 2009, the Company and Mr. Wickersham entered into a separation and release agreement pursuant to which Mr. Wickersham will receive, as consideration for entering into the separation and release agreement as well a separate restrictive covenants agreement (described below), cash payments in an amount equal to 18 months of his annual base salary ($1,209,000) in two installments: one installment of $462,321 payable on or before February 13, 2009, and a second installment of $746,679 payable within 15 business days of January 16, 2010. In addition, the separation and release agreement provides for a separate lump sum cash payment of $27,679, payable on or before February 13, 2009, which payment is intended to help defray Mr. Wickersham's costs of obtaining continued health insurance coverage pursuant to COBRA.

Payment of the first and the second installments is contingent upon Mr. Wickersham's compliance with the terms of both the separation agreement and the restrictive covenants agreement also entered into between the Company and Mr. Wickersham on January 21, 2009, which restrictive covenants agreement precludes Mr. Wickersham from actions which include: (i) accepting employment with a Seagate competitor; (ii) soliciting business from Seagate customers; and/or (iii) soliciting Seagate employees for alternative employment, in each case, for a period commencing on January 12, 2009 and ending on July 16, 2010.

In addition to the payments described above, under the separation and release agreement Mr. Wickersham has agreed that for a period of twelve months, beginning January 16, 2009, he will serve as a consultant to the Company on an as needed basis. In the event the Company engages Mr. Wickersham to perform any consulting services, he will be paid at an hourly rate of $375, and will be reimbursed for any reasonable out-of-pocket or travel expenses incurred in providing the consulting services.

---