Seagate 2009 Annual Report Download - page 204

Seagate Technology Share Option Grant Notice
SEAGATE TECHNOLOGY PLC
SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
2004 SHARE COMPENSATION PLAN
OPTION AGREEMENT
(with acknowledgement of Compensation Recovery Policy)
THIS AGREEMENT (including any exhibits hereto, the “Agreement”)
is made effective as of the Date of Grant (as set forth in
the attached Notice of Share Option Grant (including any exhibits thereto, the “Notice”), the terms of which Notice are hereby made a part of
this Agreement) between Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland with limited liability
(the “Company”), and the Participant named in the Notice.
R E C I T A L S :
WHEREAS, the Company has adopted the Seagate Technology Public Limited Company 2004 Share Compensation Plan
(including any exhibits thereto, the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement. Capitalized
terms not otherwise defined herein shall have the same meanings as in the Plan; and
WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant
the Option provided for herein to the Participant pursuant to the Plan and the terms set forth herein and in the Notice.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:
1. Grant of the Option . The Company hereby grants to the Participant the right and option (the “Option”) to purchase, on
the terms and conditions hereinafter set forth, all or any part of an aggregate of that number of Shares set forth in the Notice, subject to
adjustment from time to time pursuant to the provisions of Article XIV of the Plan. The purchase price per Share of the Shares subject to the
Option (the “Option Price”) shall be the “Exercise Price (Per Share)” set forth in the Notice, subject to adjustment from time to time pursuant to
the provisions of Article XIV of the Plan. The Option is intended to be a non-qualified share option, and is not intended to be treated as an
option that complies with Section 422 of the U.S. Internal Revenue Code of 1986, as amended.
If the Participant relocates to another country, any special terms and conditions applicable to options granted in such country
will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in
order to comply with local law or facilitate the administration of the Plan.
In addition, the Company reserves the right to impose other requirements on the Option and any Shares acquired under the
Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the
Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Approved by Compensation Committee — January 29, 2009 (form updated July 2010)
By:
Title:
Chief Executive Officer