Seagate 2009 Annual Report Download - page 224

BY SIGNING THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE REVIEWED WITH YOUR OWN TAX ADVISORS
THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THAT YOU ARE RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR
REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. YOU UNDERSTAND AND AGREE THAT YOU (AND NOT
THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
11.
NOTICES . Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively
given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage
prepaid, addressed to you at the last address you provided to the Company.
12.
MISCELLANEOUS.
(a)
The rights and obligations of the Company under your Award shall be transferable by the Company to any one or
more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s
successors and assigns.
(b)
You agree upon request to execute any further documents or instruments necessary or desirable in the sole
determination of the Company to carry out the purposes or intent of your Award.
(c)
You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the
advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.
13.
GOVERNING PLAN DOCUMENT . Your Award is subject to all the provisions of the Plan, the provisions of which are
hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your Award and those of the Plan, the
provisions of the Plan shall control.
5
EXHIBIT A
SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY COMPENSATION RECOVERY FOR FRAUD OR MISCONDUCT
POLICY
Effective January 29, 2009
The Seagate Technology Public Limited Company Compensation Recovery for Fraud or Misconduct Policy is intended to support accurate
disclosure by recovering compensation paid to an executive covered by this policy where such compensation was based on incorrectly reported
financial results due to the fraud or willful misconduct of the executive who received such compensation.
Employees Covered:
“Executive” is defined as U.S. employees of Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland
with limited liability, or one of its subsidiaries (the “Company”) at the Senior Vice President level or above and any other officers subject to
Section 16 of the Securities Exchange Act of 1934, as amended.
Compensation Covered:
The repayment and other obligations of an Executive described in this policy apply to any bonus paid, share grant issued (whether or not vested)
and/or vested during the covered period, or share option exercised during the covered period, defined as the period commencing with the later of
the effective date of this policy or the date that is four years prior to beginning of the fiscal year in which a restatement is announced and ending
on the date recovery is sought pursuant to this policy; provided, however, that in no event shall this policy apply to any share or option award
granted before the effective date of this policy.
Fraud or Misconduct:
For the purposes of this policy, “Fraud” or “Misconduct” shall mean any of the following events that are significant contributing factors to a
restatement of the Company’s financial results, as determined pursuant to “Determination of Fraud or Misconduct”,
below: (A) embezzlement or
theft by the Executive, (B) the commission of any act or acts on the Executive’s part resulting in the conviction (or plea of guilty or nolo
contendere) of such Executive of a felony under the laws of the United States or any state (or equivalent law of any jurisdiction outside of the
United States), (C) Executive’s willful malfeasance or willful misconduct in connection with Executive’s financial reporting obligations for the
Company, or (D) Executive’s other misrepresentation, act, or omission which is materially injurious to the Company’s financial reporting
obligations.
Recovery Event:
A recovery event occurs when: