Seagate 2009 Annual Report Download - page 171

state’
s conflict of laws rules, as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly from the relationship
of the parties evidenced by this grant or the Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of
California and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal courts for the
United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.
14. Option Subject to Plan
. By entering into this Agreement the Participant agrees and acknowledges that the Participant has
received a copy of the Plan. The Option is subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time in
accordance with its respective terms, are hereby incorporated herein by reference. The Participant acknowledges that the Notice, this Agreement
and the Plan set forth the entire understanding between the Participant and the Company regarding the Participant’s rights to acquire the Shares
subject to this Option and supersede all prior oral and written agreements with respect thereto, including, but not limited to, any other agreement
or underwriting between the Participant and the Company or an Affiliate relating to the Participant’s employment, consulting relationship, or
directorship, and any termination thereof, his compensation, or his rights, claims or interests in or to the Shares. In the event of a conflict
between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern
and prevail.
15. Amendments . The Committee at any time, and from time to time, may amend the terms of the Option; provided,
however, that the rights under any Option shall not be materially impaired by any such amendment unless (i) the Company requests the consent
of the Participant and (ii) the Participant consents in writing.
16. Language . If the Participant has received this or any other document related to the Plan or this Option translated into a
language other than English and if the translated version is different than the English version, the English version will control.
17. Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be
illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
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