Seagate 2009 Annual Report Download - page 166

the Option is exercised shall be paid to the Company, at the election of the Participant, (i) in cash or by check or (ii) if there
should be a public market for the Shares at such time, (A) in Shares having a Fair Market Value equal to the aggregate Option
Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided ,
that if such Shares were acquired, directly or indirectly, from the Company, such Shares have been held by the Participant for
no less than six months (or such other period as established from time to time by the Committee or generally accepted
accounting principles in order to avoid variable grant date accounting for financial accounting purposes), (B) partly in cash and
partly in such Shares or (C) subject to such rules as may be established by the Committee, through the delivery of irrevocable
instruments to a broker to sell all or a portion of such Shares and deliver promptly to the Company an amount equal to the
aggregate Option Price for the Shares being purchased. The Participant shall also be required to pay all Tax-Related Items as
described in Section 7 below.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, unless there is an
available exemption from such registration, qualification or other legal requirements, the Option may not be exercised prior to
the completion of any registration or qualification of the Option or the Shares that is required to comply with applicable state
and federal securities or any ruling or regulation of any governmental body or national securities exchange or compliance with
any other applicable federal, state or foreign law that the Committee shall in its sole discretion determine in good faith to be
necessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the
Company shall issue certificates in the Participant’s name for such Shares or a broker shall record the Shares acquired by the
Participant in an account in his or her name. However, the Company shall not be liable to the Participant for damages relating
to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the
certificates or in the certificates themselves.
(iv) Should the Participant die while holding the Option, the Vested Portion of the Option shall remain
exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this
Agreement shall pass by will, by the laws of descent and distribution, or by beneficiary designation, as the case may be, for the
period set forth in Section 3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and
conditions hereof.
4. Seagate Technology Public Limited Company Compensation Recovery for Fraud or Misconduct Policy . The Participant
hereby acknowledges and agrees that the Participant and the award evidenced by this Agreement are subject to the Seagate Technology Public
Limited Company Compensation Recovery for Fraud and Misconduct Policy as in effect from time to time, a current copy of which is attached
hereto as Exhibit A. To the extent the
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