Seagate 2009 Annual Report Download - page 194

not with any present intention of selling or otherwise distributing the Shares; and (iii) to give such other written assurances as the Company may
determine are reasonable in order to comply with applicable law. The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (1) the issuance of the Shares under the Share Award has been registered under a then currently effective
registration statement under the Securities Act or (2) as to any particular requirement, a determination is made by counsel for the Company that
such requirement need not be met in the circumstances under the then applicable securities laws, and in either case otherwise complies with
applicable law. The Company may, upon advice of counsel to the Company, place legends on Share certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable laws, including, but not limited to, legends restricting the transfer of
the Shares.
13.6 Withholding Obligations . To the extent provided by the terms of a Share Award Agreement, the Participant may satisfy any
federal, state, local, or foreign tax withholding obligation relating to the exercise or redemption of a Share Award or the acquisition, vesting,
distribution or transfer of Ordinary Shares under a Share Award by any of the following means (in addition to the Company’s right to withhold
from any compensation paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash payment;
(ii) authorizing the Company to withhold Shares from the Shares otherwise issuable to the Participant, provided, however, that no Shares are
withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company owned and
unencumbered Shares. The Participant may also satisfy such tax withholding obligation by any other means set forth in the applicable Share
Award Agreement.
XIV. ADJUSTMENTS UPON CHANGES IN SHARES.
14.1 Capitalization Adjustments . If any change is made in the Ordinary Shares subject to the Plan, or subject to any Share Award,
without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, share
dividend, spinoff, dividend in property other than cash, share split, liquidating dividend, extraordinary dividends or distributions, combination of
shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the
Plan may be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan or to grants of Full-Value Share
Awards pursuant to Section 4.1 above, the maximum number of securities subject to award to any person pursuant to Sections 5.3 or 5.4 above,
and the number of securities subject to the option grants to Eligible Directors under Section 7 of the Plan, and the outstanding Share Awards may
be appropriately adjusted in the class(es) and number of securities and price per share of the securities subject to such outstanding Share
Awards. The Board may make such adjustments in its sole discretion, and its determination shall be final, binding and conclusive. (The
conversion of any convertible securities of the Company shall not be treated as a transaction “without receipt of consideration” by the
Company.)
An adjustment under this provision may have the effect of reducing the price at which Ordinary Shares may be acquired to less than
their Nominal Value (the “Shortfall”), but only if and to the extent that the Board shall be authorized to capitalize from the reserves of the
Company a sum equal to the Shortfall and to apply that sum in paying up that amount on the Ordinary Shares.