Seagate 2007 Annual Report Download - page 180

SEAGATE TECHNOLOGY
2004 STOCK COMPENSATION PLAN
RESTRICTED STOCK BONUS AGREEMENT
Seagate Technology (the “Company”) has awarded you shares of Common Stock of the Company, pursuant to the provisions of the
Company’s 2004 Stock Compensation Plan (the “Plan”), the Restricted Stock Bonus Grant Notice (including any attachments thereto, “Grant
Notice
”) and this Restricted Stock Bonus Agreement (including any attachments hereto, “Agreement”) (collectively, the “Award”). Defined
terms not explicitly defined in this Agreement or the Notice but defined in the Plan shall have the same definitions as in the Plan.
The details of your Award are as follows:
1. G RANT OF R ESTRICTED S TOCK . You are entitled to the aggregate number of restricted shares of Common Stock (the “Restricted
Shares”) specified in your Grant Notice pursuant to the terms and conditions of this Agreement. You agree to execute three (3) copies of the
Assignment Separate From Certificate (with date and number of shares blank) in the form attached to the Grant Notice as Attachment III and one
(1) copy of the Joint Escrow Instructions in the form attached to the Grant Notice as Attachment IV and to deliver the same to the Company,
along with the certificate or certificates evidencing the Restricted Shares, for use by the Escrow Agent pursuant to the terms of the Joint Escrow
Instructions (as further described in Section 2(c) below).
2. V
ESTING & C OMPANY ’ S R EPURCHASE R IGHT .
(a) Subject to the limitations contained herein, the shares you purchase will vest as provided in the Grant Notice, provided that
vesting will cease upon the termination of your Continuous Service with the Company and its Subsidiaries and Affiliates (“Termination”).
Notwithstanding anything to the contrary, the vesting of the Restricted Shares shall be conditioned upon your making adequate provision for
federal, state or other tax withholding obligations, if any, which arise upon the release of the Restricted Shares from the Company’s Repurchase
Right (as defined in Section 2(b) below) or at the time a Section 83(b) election (as described in further detail below) is made, whether by
withholding (whether authorized pursuant to Section 8(b) of this Agreement or otherwise), direct payment to the Company, the triggering of the
automatic sale provisions of Section 8(d) of this Agreement, or otherwise. In addition, if on any date on which the shares would otherwise vest
you would be in violation of Rule 10b
-5 promulgated under the Exchange Act if you were to sell any of the shares on that date, the vesting of
those shares shall be delayed until the first date on which you would no longer be in violation of Rule 10b-5, unless, prior to the commencement
of any trading blackout or closed window period in effect on the scheduled vesting date, you established an effective Rule 10b5-1 trading plan
that provides for the sale of a sufficient number of the shares scheduled to vest on such vesting date to fund the payment of any tax withholding
obligations imposed in connection with the vesting of the shares, which trading plan remains in effect on the applicable vesting date.
(b) The Company shall, simultaneously with your voluntary or involuntary Termination for any reason (including death or
Disability), automatically reacquire without payment of any consideration by the Company all of the Restricted Shares that have not yet vested
in accordance with the Vesting Schedule on the Grant Notice (the
“
Repurchase Right
”
)
on