Seagate 2009 Annual Report Download - page 220

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
2004 SHARE COMPENSATION PLAN
PERFORMANCE SHARE BONUS AGREEMENT
(with acknowledgement of Compensation Recovery Policy)
Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland with limited liability under registered
number 480010, or any successor thereto (the “Company”) has awarded you Ordinary Shares of the Company, pursuant to the provisions of the
Company’s 2004 Share Compensation Plan (the “Plan”), the Performance Share Bonus Grant Notice (including any attachments thereto, “Grant
Notice
”) and this Performance Share Bonus Agreement (including any attachments hereto, “Agreement”) (collectively, the “Award”). Defined
terms not explicitly defined in this Agreement or the Notice but defined in the Plan shall have the same definitions as in the Plan.
The details of your Award are as follows:
1.
GRANT OF PERFORMANCE SHARES. You are entitled to the aggregate number of Ordinary Shares (the “
Performance
Shares”) specified in your Grant Notice pursuant to the terms and conditions of this Agreement. You agree to execute three (3) copies of the
Assignment Separate From Certificate (with date and number of shares blank) in the form attached to the Grant Notice as Attachment III and one
(1) copy of the Joint Escrow Instructions in the form attached to the Grant Notice as Attachment IV and to deliver the same to the Company,
along with the certificate or certificates evidencing the Performance Shares, for use by the Escrow Agent pursuant to the terms of the Joint
Escrow Instructions (as further described in Section 2(d) below).
2.
VESTING & COMPANY’S REPURCHASE RIGHT.
(a)
Subject to the limitations contained herein, the Performance Shares will vest as provided in Schedule A to the Grant
Notice, provided that, except as set forth in Schedule A to the Grant Notice, vesting will cease upon the termination of your Continuous Service
with the Company and its Subsidiaries and Affiliates (“Termination”). Notwithstanding anything to the contrary, the vesting of the Performance
Shares shall be conditioned upon your making adequate provision for federal, state or other tax withholding obligations, if any, which arise upon
the release of the Performance Shares from the Company’s Repurchase Right (as defined in Section 2(b) below) or at the time a Section 83
(b) election (as described in further detail below) is made, whether by withholding (whether authorized pursuant to Section 9(b) of this
Agreement or otherwise), direct payment to the Company, the triggering of the automatic sale provisions of Section 9(d) of this Agreement, or
otherwise. In addition, if on any date on which the Performance Shares would otherwise vest you would be in violation of Rule 10b-5
promulgated under the Exchange Act if you were to sell any of the Performance Shares on that date, the vesting of those Performance Shares
shall be delayed until the first date on which you would no longer be in violation of Rule 10b-5, unless, prior to the commencement of any
trading blackout or closed window period in effect on the scheduled vesting date, you established an effective Rule 10b5-1 trading plan that
provides for the sale of a sufficient number of the Performance Shares scheduled to vest on such vesting date to fund the payment of any tax
withholding obligations imposed in connection with the vesting of the Performance Shares, which trading plan remains in effect on the
applicable vesting date.