Seagate 2009 Annual Report Download - page 167

Participant is subject to the policy, the terms and conditions of the policy are hereby incorporated by reference into this Agreement.
5. No Right to Continued Employment
. Neither the Plan nor this Agreement shall be construed as giving the Participant the
right to be retained in the employ of, or in any consulting relationship to, the Company or any Affiliate. Further, the Company or an Affiliate
may at any time dismiss the Participant or discontinue any consulting relationship, free from any liability or any claim under the Plan or this
Agreement, except as otherwise expressly provided herein.
6. Transferability . The Option is exercisable only by the Participant during the Participant’s lifetime and may not be
assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of
descent and distribution, 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. Responsibility for Taxes . Regardless of any action the Company or the Participant’s employer (the “Employer”)
take with
respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s
participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability
for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the
Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise
of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and
are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant’s liability for Tax-
Related Items or achieve any particular tax result. Further, if the Participant has become subject to Tax-Related Items in more than one
jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges
that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in
more than one jurisdiction.
Prior to the relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy any withholding obligation with respect to the Tax-Related Items. In this regard, the
Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligation with
respect to the Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash
compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon
exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf
pursuant to this authorization); or (iii) withholding in Shares to be issued upon exercise of the Option.
5