Seagate 2009 Annual Report Download - page 199

participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related
Items is and remains your responsibility. You further acknowledge that the Company (1) makes no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of
the Restricted Share Units, the issuance of Shares, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any
dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or
eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you have become subject to Tax-Related Items in
more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, you acknowledge that the Company may be
required to account for Tax-Related Items in more than one jurisdiction.
(b) You shall pay to the Company or its designee any amount of Tax-Related Items that the Company or any Affiliate
may be required to account for as a result of your participation in the Plan. The Company may refuse to issue or deliver the Shares or the
proceeds of the sale of Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.
11. Nature of the Award . In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended,
suspended or terminated by the Company at any time;
(b) the Award is voluntary and occasional and does not create any contractual or other right to receive future awards of
Restricted Share Units, or benefits in lieu of Restricted Share Units, even if Restricted Share Units have been awarded repeatedly in the past;
(c)
all decisions with respect to future Restricted Share Unit awards, if any, will be at the sole discretion of the Company;
(d) You are voluntarily participating in the Plan;
(e) the Award and any Shares subject to the Award are an extraordinary item that does not constitute compensation of
any kind for services of any kind rendered to the Company, and which is outside the scope of your service contract, if any;
(f) the Award and any Shares subject to the Award are not intended to replace any other compensation that you receive
from the Company;
(g) the Award and any Shares subject to the Award are not part of normal or expected compensation for any purposes
and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate;
(h) the Award and your participation in the Plan will not be interpreted to form an employment or service contract or
relationship with the Company or any Affiliate;
(i) the future value of the underlying Shares is unknown and cannot be predicted with certainty;
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