Seagate 2007 Annual Report Download - page 175

13.5. Investment Assurances . The Company may require a Participant, as a condition of exercising or redeeming a Stock Award or
acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge
and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of acquiring the Common Stock; (ii) to give written assurances satisfactory to the Company stating that the
Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of
selling or otherwise distributing the Common Stock; and (iii) to give such other written assurances as the Company may determine are
reasonable in order to comply with applicable law. The foregoing requirements, and any assurances given pursuant to such requirements, shall be
inoperative if (1) the issuance of the shares of Common Stock under the Stock Award has been registered under a then currently effective
registration statement under the Securities Act or (2) as to any particular requirement, a determination is made by counsel for the Company that
such requirement need not be met in the circumstances under the then applicable securities laws, and in either case otherwise complies with
applicable law. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable laws, including, but not limited to, legends restricting the transfer of
the Common Stock.
13.6. Withholding Obligations . To the extent provided by the terms of a Stock Award Agreement, the Participant may satisfy any federal,
state, local, or foreign tax withholding obligation relating to the exercise or redemption of a Stock Award or the acquisition, vesting, distribution
or transfer of Common Stock under a Stock Award by any of the following means (in addition to the Company’s right to withhold from any
compensation paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the
Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant, provided, however, that
no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering
to the Company owned and unencumbered shares of Common Stock.
XIV. ADJUSTMENTS UPON CHANGES IN STOCK.
14.1. Capitalization Adjustments . If any change is made in the Common Stock subject to the Plan, or subject to any Stock Award, without
the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend,
spinoff, dividend in property other than cash, stock split, liquidating dividend, extraordinary dividends or distributions, combination of shares,
exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan may
be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan or to grants of Full-Value Stock Awards
pursuant to Section 4.1 above, the maximum number of securities subject to award to any person pursuant to Sections 5.3 or 5.4 above, and the
number of securities subject to the option grants to Eligible Directors under Section 7 of the Plan, and the outstanding Stock Awards may be
appropriately adjusted in the class(es) and number of securities and price per share of the securities subject to such outstanding Stock Awards.
The Board may make such adjustments in its sole discretion, and its determination shall be final, binding and conclusive. (The conversion of any
convertible securities of the Company shall not be treated as a transaction “without receipt of consideration” by the Company.)
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