Seagate 2007 Annual Report Download - page 188

JOINT ESCROW INSTRUCTIONS
October 24, 2005
Corporate Secretary
Seagate Technology
920 Disc Drive
Scotts Valley, CA 95067
Dear Sir/Madam:
As Escrow Agent for both Seagate Technology, a limited company domiciled in the Cayman Islands (the “Company”), and the
undersigned recipient of stock of the Company (“Recipient”), you are hereby authorized and directed to hold the documents delivered to you
pursuant to the terms of that certain Restricted Stock Bonus Grant Notice (the “Grant Notice”), dated October 24, 2005 to which a copy of these
Joint Escrow Instructions is attached as Attachment IV, and pursuant to the terms of that certain Restricted Stock Bonus Agreement (together
with the Grant Notice, the “Agreement”), which is Attachment I to the Grant Notice, in accordance with the following instructions:
1. In the event Recipient ceases to render services to the Company or an affiliate of the Company during the vesting period set forth in the
Grant Notice, the Company or its assignee will give to Recipient and you a written notice specifying that the shares of stock shall be transferred
to the Company. Recipient and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in
accordance with the terms of said notice.
2. At the closing you are directed (a) to date any stock assignments necessary for the transfer in question, (b) to fill in the number of shares
being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company.
3. Recipient irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you
hereunder and any additions and substitutions to said shares as specified in the Agreement. Recipient does hereby irrevocably constitute and
appoint you as Recipient’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities and other property all
documents of assignment and/or transfer and all stock certificates necessary or appropriate to make all securities negotiable and complete any
transaction herein contemplated.
4. This escrow shall terminate upon vesting of the shares or upon the earlier return of the shares to the Company.
5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to
Recipient, you shall deliver all of same to any pledgee entitled thereto or, if none, to Recipient and shall be discharged of all further obligations
hereunder.
6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.