Seagate 2009 Annual Report Download - page 221

(b)
The Company shall, simultaneously with your voluntary or involuntary Termination for any reason (including death
or Disability), automatically reacquire without payment of any consideration by the Company all of the Performance Shares that have not yet
vested in accordance with the Grant Notice (after taking into account any accelerated vesting as a result of such Termination) (the “Repurchase
Right”) on the date of your Termination (the “Termination Date”) and any and all accrued but unpaid dividends paid or payable with respect to
Performance Shares that have not yet vested as of the Termination Date automatically shall be forfeited to the Company without payment of any
consideration by the Company, and neither you nor any of your successors, heirs, assigns, or personal representatives shall thereafter have any
further rights or interests in such Performance Shares, certificates or dividends.
(c)
Immediately following the 7th anniversary of the Vesting Commencement Date the Company shall automatically
reacquire without payment of any consideration by the Company all of the Performance Shares that have not yet vested on or prior to the 7th
anniversary of the Vesting Commencement Date in accordance with the Grant Notice, and any and all accrued but unpaid dividends paid or
payable with respect to such Performance Shares automatically shall be forfeited to the Company without payment of any consideration by the
Company, and neither you nor any of your successors, heirs, assigns, or personal representatives shall thereafter have any further rights or
interests in such Performance Shares, certificates or dividends.
(d)
The shares issued under your Award and any dividends paid thereon shall be held in escrow pursuant to the terms of
the Joint Escrow Instructions attached to the Grant Notice as Attachment IV.
(e)
Subject to the provisions of your Award, you shall exercise all rights and privileges of a shareholder of the Company
with respect to the Performance Shares deposited in escrow. You shall be deemed to be the holder of the Performance Shares for purposes of
receiving any dividends that may be paid with respect to such Performance Shares and for purposes of exercising any voting rights relating to
such Performance Shares, even if some or all of such Performance Shares have not yet vested and been released from the Company’s
Repurchase Right.
(f)
If, from time to time, there is any share dividend, share split or other change in the character or amount of any of the
outstanding shares of the company the shares of which is subject to the provisions of your Award, then in such event any and all new, substituted
or additional securities or property to which you are entitled by reason of your ownership of the Performance Shares acquired under your Award
shall be immediately subject to the Repurchase Right with the same force and effect as the Performance Shares subject to the Repurchase Right
immediately before such event.
(g)
If at any time during the term of the Repurchase Right, there occurs a Change of Control, then: (i) if there will be no
successor to the Company, the Company shall apply its Repurchase Right as to all or any portion of the shares then subject to the Repurchase
Right set forth above to the same extent as if your Termination had occurred on the date preceding the date of consummation of said event or
transaction, or (ii) if there will be a successor to the Company, the Company shall assign its Repurchase Right to any successor of the Company,
and the Repurchase Right shall apply in the event of your Termination with such successor on the same basis as set forth above in Section 2(b).
In that case, references herein to the “Company” shall be deemed to refer to such successor. In addition, such successor may elect
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