Seagate 2009 Annual Report Download - page 198

termination of your Continuous Service (“Termination”) due to death a pro-rata portion of the Restricted Share Units shall vest, based upon the
number of days between the Date of Grant and the date of your Termination, and (ii) in the event of a Change of Control, the Restricted Share
Units shall vest immediately prior to the consummation of the Change of Control, so long as a Termination has not previously occurred. Upon
the vesting of any Restricted Share Units, as promptly as is reasonably practicable, Shares (which shall be considered to be fully paid up) shall
be issued to you, and the Company shall deliver to you appropriate documentation evidencing the number of Shares issued in settlement of such
vested Restricted Share Units. Notwithstanding the foregoing, the settlement of the Restricted Share Units shall be conditioned upon your
making adequate provision for Tax-Related Items, as discussed in Section 10 below, to the extent required by applicable law.
4. Termination . In the event of your Termination, you shall forfeit any or all of the Restricted Share Units that have not vested
as of the date of Termination, taking into account the provisions of Section 3 above.
5. Rights as Holder of Restricted Share Units . You shall have no rights as a shareholder of the Company with respect to your
Restricted Share Units until the date of issuance to you of evidence of ownership representing the Shares.
6. Number of Shares . The number of Shares subject to your Award may be adjusted from time to time for changes in
capitalization, as provided in Article XIV of the Plan.
7. Securities Law Compliance . You will not be issued any Shares under your Award unless the Shares are either (a) then
registered under the Securities Act or (b) the Company has determined that such issuance would be exempt from the registration requirements of
the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award and/or the Shares, and you
will not receive such Shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.
8. Transferability
. The Restricted Share Units may not be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by you without the prior written consent of the Company 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.
9. Award Not a Service Contract . Your Award is not an employment or service contract, and nothing in your Award shall be
deemed to create in any way whatsoever any obligation on your part to continue as a director of the Company or an Affiliate, or on the part of
the Company or an Affiliate to continue your service. In addition, nothing in your Award shall obligate the Company or an Affiliate, their
respective shareholders, boards of directors, Officers or Employees to continue any relationship that you might have as an Employee, Director or
Consultant for the Company or an Affiliate.
10. Responsibility for Taxes .
(a) Regardless of any action the Company takes with respect to any or all income tax, social insurance, payment on
account or other tax-related items related to your
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