Seagate 2007 Annual Report Download - page 182

5. R ESTRICTIVE L EGENDS . The shares issued under your Award shall be endorsed with appropriate legends determined by the Company.
6. T RANSFERABILITY . The Restricted Shares that remain subject to the Company’s Repurchase Right may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by the Participant without the prior written consent of the Company and any such
purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any
Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance.
7. A
WARD NOT A S ERVICE C ONTRACT . Your Award is not an employment or service contract, and nothing in your Award shall be
deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or on the part of
the Company or an Affiliate to continue your employment. In addition, nothing in your Award shall obligate the Company or an Affiliate, their
respective shareholders, boards of directors, Officers or Employees to continue any relationship that you might have as an Employee, Director or
Consultant for the Company or an Affiliate.
8. T AX C ONSEQUENCES
. Set forth below is a brief summary as of the Grant Date of certain United States federal income tax consequences
of the award of Restricted Shares. THIS SUMMARY DOES NOT ADDRESS EMPLOYMENT, SPECIFIC STATE, LOCAL OR FOREIGN
TAX CONSEQUENCES THAT MAY BE APPLICABLE TO YOU. YOU UNDERSTAND THAT THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
(a) Unless you make a Section 83(b) election as described below, you shall recognize ordinary income at the time or times the
restrictions lapse with respect to the Restricted Shares that have been released from the Repurchase Right in an amount equal to the fair market
value of such shares on each such date and the Company shall be required to collect all the applicable withholding taxes with respect to such
income.
(b) At the time your Award is made, or at any time thereafter as requested by the Company, you hereby authorize, to the fullest
extent not prohibited by applicable law, withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate
provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any,
which arise in connection with your Award. However, no such withholding shall be made unless the net proceeds from the automatic sale, if
permitted, of certain Restricted Shares as set forth in Section 8(d) below are not sufficient to satisfy such withholding obligations.
(c)
Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to
issue a certificate for such Restricted Shares or release such Restricted Shares from any escrow provided for herein.
(d)
In the event that (a) you are not subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended, on
a date that the Repurchase Right lapses with respect to some or all of the Restricted Shares (“Lapse Date”) and (b) you have not made a
Section 83(b) Election or taken similar action under other applicable law such that you incur a tax liability on such Lapse Date, then the Escrow
Agent determined under Section 2(c) above
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