Seagate 2009 Annual Report Download - page 168

To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering
applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by
withholding in Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the exercised
portion of the Option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a
result of any aspect of the Participant’s participation in the Plan.
Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the
means previously described. The Company shall not be obligated to comply with its obligations under this Agreement unless and until the
Participant has paid to the Company (or the Company has otherwise recovered from the Participant) an amount equal to the Tax-Related Items.
8. Nature of Grant . In accepting the Option, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or
terminated by the Company at any time;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future
grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) the Participant is voluntarily participating in the Plan;
(e) the Option and any Shares subject to the Option are an extraordinary item that does not constitute compensation of any
kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Participant’s employment or
service contract, if any;
(f) the Option and any Shares subject to the Option are not intended to replace any pension rights or compensation;
(g) the Option and any Shares subject to the Option are not part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments,
bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Employer, the Company or any Affiliate;
(h) the Option and the Participant’s participation in the Plan will not be interpreted to form an employment or service
contract or relationship with the Company or any Affiliate;
6