Seagate 2007 Annual Report Download - page 181

the date of your Termination (the “Termination Date”) and any and all accrued but unpaid dividends paid or payable with respect to Restricted
Shares that have not yet vested as of the Termination Date automatically shall be forfeited to the Company without payment of any consideration
by the Company, and neither you nor any of your successors, heirs, assigns, or personal representatives shall thereafter have any further rights or
interests in such Restricted Shares, certificates or dividends.
(c) The shares issued under your Award and any dividends paid thereon shall be held in escrow pursuant to the terms of the Joint
Escrow Instructions attached to the Grant Notice as Attachment IV.
(d)
Subject to the provisions of your Award, you shall exercise all rights and privileges of a shareholder of the Company with respect
to the Restricted Shares deposited in escrow. You shall be deemed to be the holder of the Restricted Shares for purposes of receiving any
dividends that may be paid with respect to such Restricted Shares and for purposes of exercising any voting rights relating to such Restricted
Shares, even if some or all of such Restricted Shares have not yet vested and been released from the Company’s Repurchase Right.
(e) If, from time to time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding
stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or
additional securities or property to which you are entitled by reason of your ownership of the Restricted Shares acquired under your Award shall
be immediately subject to the Repurchase Right with the same force and effect as the Restricted Shares subject to the Repurchase Right
immediately before such event.
(f) If at any time during the term of the Repurchase Right, there occurs a Change of Control, then: (i) if there will be no successor to
the Company, the Company shall apply its Repurchase Right as to all or any portion of the shares then subject to the Repurchase Right set forth
above to the same extent as if your Termination had occurred on the date preceding the date of consummation of said event or transaction, or
(ii) if there will be a successor to the Company, the Company shall assign its Repurchase Right to any successor of the Company, and the
Repurchase Right shall apply in the event of your Termination with such successor on the same basis as set forth above in Section 2(b). In that
case, references herein to the “Company” shall be deemed to refer to such successor. In addition, such successor may elect at the time of the
assignment to purchase all, but not less than all, of the unvested Restricted Shares held by you at the then current Fair Market Value of the
Company’s Common Stock (or the security into which such Common Stock has been converted), and the Repurchase Right shall thereupon
immediately lapse as to all such shares.
3. N
UMBER OF S HARES . The number of Restricted Shares subject to your Award may be adjusted from time to time for changes in
capitalization, as provided in Article XIII of the Plan.
4. S
ECURITIES L AW C OMPLIANCE . You will not be issued any shares under your Award unless the shares are either (a) then registered
under the Securities Act or (b) the Company has determined that such issuance would be exempt from the registration requirements of the
Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you will not receive such
shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.
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