Seagate 2009 Annual Report Download - page 209

previously described. The Company shall not be obligated to comply with its obligations under this Agreement unless and until the Participant
has paid to the Company (or the Company has otherwise recovered from the Participant) an amount equal to the Tax-Related Items.
8. Nature of Grant . In accepting the Option, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or
terminated by the Company at any time;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future
grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) the Participant is voluntarily participating in the Plan;
(e) the Option and any Shares subject to the Option are an extraordinary item that does not constitute compensation of any
kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Participant’s employment or
service contract, if any;
(f) the Option and any Shares subject to the Option are not intended to replace any pension rights or compensation;
(g) the Option and any Shares subject to the Option are not part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments,
bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Employer, the Company or any Affiliate;
(h) the Option and the Participant’
s 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 Shares underlying the Option is unknown and cannot be predicted with certainty;
(j) if the underlying Shares do not increase in value, the Option will have no value;
(k) if the Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease, even below
the Option Price;
(l) no claim or entitlement to compensation or damages shall arise from forfeiture
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of the Option resulting from termination of the Participant’s employment by the Company or the Employer (for any reason whatsoever and
whether or not in breach of local labor laws) and in consideration of the grant of the Option to which the Participant is otherwise not entitled, the
Participant irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any, to bring any
such claim, and releases the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a
court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such
claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(m)
in the event of termination of the Participant’s employment (whether or not in breach of local labor laws), the
Participant’s right to vest in the Option under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively
employed and will not be extended by any notice period mandated under local law ( e.g. , active employment would not include a period of
“garden leave” or similar period pursuant to local law); furthermore, in the event of termination of the Participant’s employment (whether or not
in breach of local labor laws), the Participant’
s right to exercise the Option after termination of employment, if any, will be measured by the date
of termination of the Participant’s active employment and will not be extended by any notice period mandated under local law; the Committee
shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of his or her Option grant; and
(n) the Option and the benefits under the Plan, if any, will not necessarily transfer to another company in the case of a
merger, take-over or transfer of liability.
9. No Advice Regarding Grant . The Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying
Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her
participation in the Plan before taking any action related to the Plan.
10.
Securities Laws . Upon the acquisition of any Shares pursuant to the exercise of the Option, the Participant will make or
enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable
securities laws or with this Agreement.