Seagate 2009 Annual Report Download - page 207

to the Company an amount equal to the aggregate Option Price for the Shares being purchased. The Participant shall also be
required to pay all Tax-Related Items as described in Section 7 below.
(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, unless there is an
available exemption from such registration, qualification or other legal requirements, the Option may not be exercised prior to
the completion of any registration or qualification of the Option or the Shares that is required to comply with applicable state
and federal securities or any ruling or regulation of any governmental body or national securities exchange or compliance with
any other applicable federal, state or foreign law that the Committee shall in its sole discretion determine in good faith to be
necessary or advisable.
(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the
Company shall issue certificates in the Participant’s name for such Shares or a broker shall record the Shares acquired by the
Participant in an account in his or her name. However, the Company shall not be liable to the Participant for damages relating
to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the
certificates or in the certificates themselves.
(iv) Should the Participant die while holding the Option, the Vested Portion of the Option shall remain
exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this
Agreement shall pass by will, by the laws of descent and distribution, or by beneficiary designation, as the case may be, for the
period set forth in Section 3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and
conditions hereof.
4. Seagate Technology Public Limited Company Compensation Recovery for Fraud or Misconduct Policy . The Participant
hereby acknowledges and agrees that the Participant and the award evidenced by this Agreement are subject to the Seagate Technology Public
Limited Company Compensation Recovery for Fraud and Misconduct Policy as in effect from time to time, a current copy of which is attached
hereto as Exhibit A. To the extent the Participant is subject to the policy, the terms and conditions of the policy are hereby incorporated by
reference into this Agreement.
5. No Right to Continued Employment
. Neither the Plan nor this Agreement shall be construed as giving the Participant the
right to be retained in the employ of, or in any consulting relationship to, the Company or any Affiliate. Further, the Company or an Affiliate
may at any time dismiss the Participant or discontinue any consulting relationship, free from any liability or any claim under the Plan or this
Agreement, except as otherwise expressly provided herein.
6. Transferability . The Option is exercisable only by the Participant during the Participant’s lifetime and may not be
assigned, alienated, pledged, attached, sold or otherwise
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