Seagate 2009 Annual Report Download - page 223

9.
TAX CONSEQUENCES . Set forth below is a brief summary as of the Grant Date of certain United States federal income
tax consequences of the award of Performance Shares. THIS SUMMARY DOES NOT ADDRESS EMPLOYMENT, SPECIFIC STATE,
LOCAL OR FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO YOU. YOU UNDERSTAND THAT THIS SUMMARY
IS NECESSARILY INCOMPLETE, AND THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
(a)
Unless you make a Section 83(b) election as described below, you shall recognize ordinary income at the time or
times the restrictions lapse with respect to the Performance Shares that have been released from the Repurchase Right in an amount equal to
the the fair market value of such shares on each such date and the Company shall be required to collect all the applicable withholding taxes with
respect to such income.
(b)
At the time your Award is made, or at any time thereafter as requested by the Company, you hereby authorize, to the
fullest extent not prohibited by applicable law, withholding from payroll and any other amounts payable to you, and otherwise agree to make
adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an
Affiliate, if any, which arise in connection with your Award. However, no such withholding shall be made unless the net proceeds from the
automatic sale, if permitted, of certain Performance Shares as set forth in Section 9(d) below are not sufficient to satisfy such withholding
obligations.
(c)
Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no
obligation to issue a certificate for such Performance Shares or release such Performance Shares from any escrow provided for herein.
(d) In the event that (a) you are not subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as
amended, on a date that the Repurchase Right lapses with respect to some or all of the Performance Shares (“Lapse Date”) and (b) you have not
made a Section 83(b) Election or taken similar action under other applicable law such that you incur a tax liability on such Lapse Date, then the
Escrow Agent determined under Section 2(d) above shall sell forty percent (40%) of those shares of Performance Shares with respect to which
the Repurchase Right shall have lapsed on the Lapse Date and a Section 83(b) Election was not made or similar action was not taken. The net
proceeds from such sale shall be remitted to the relevant tax authorities by the Escrow Agent for your benefit in the amounts directed by the
Company and any remaining net proceeds, if any, shall be delivered to you.
10.
SECTION 83(b) ELECTION . You hereby acknowledge that you have been informed that, with respect to the grant of
Performance Shares, you may file an election with the Internal Revenue Service, within 30 days of the Grant Date, electing pursuant to
Section 83(b) of the Internal Revenue Code of 1986, as amended, to be taxed currently on the fair market value of the Performance Shares on the
Grant Date (“Section 83(b) Election”).
YOU ACKNOWLEDGE THAT IF YOU CHOOSE TO FILE AN ELECTION UNDER SECTION 83(b) OF THE CODE, IT IS
YOUR SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY SUCH SECTION 83(b) ELECTION, EVEN IF YOU
REQUEST THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON YOUR BEHALF.
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