Seagate 2009 Annual Report Download - page 232

JOINT ESCROW INSTRUCTIONS
September 13, 2007
Corporate Secretary
Seagate Technology Public Limited Company
920 Disc Drive
Scotts Valley, CA 95067
Dear Sir/Madam:
As Escrow Agent for both Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland with
limited liability under registered number 480010 (the “Company”), and the undersigned recipient of ordinary shares of the Company
(“Recipient”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Performance
Share Bonus Grant Notice (the “Grant Notice”), dated [DATE] to which a copy of these Joint Escrow Instructions is attached as Attachment IV,
and pursuant to the terms of that certain Performance Share Bonus Agreement (together with the Grant Notice, the “Agreement”), which is
Attachment I to the Grant Notice, in accordance with the following instructions:
1.
In the event Recipient ceases to render services to the Company or an affiliate of the Company during the vesting period set
forth in the Grant Notice, the Company or its assignee will give to Recipient and you a written notice specifying that the ordinary shares shall be
transferred to the Company. Recipient and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by
such notice in accordance with the terms of said notice.
2.
At the closing you are directed (a) to date any ordinary share assignments necessary for the transfer in question, (b) to fill in
the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the ordinary shares to be transferred, to
the Company.
3.
Recipient irrevocably authorizes the Company to deposit with you any certificates evidencing ordinary shares to be held by
you hereunder and any additions and substitutions to said shares as specified in the Agreement. Recipient does hereby irrevocably constitute and
appoint you as Recipient’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities and other property all
documents of assignment and/or transfer and all share certificates necessary or appropriate to make all securities negotiable and complete any
transaction herein contemplated.
4.
This escrow shall terminate upon vesting of the shares or upon the earlier return of the shares to the Company.
5.
If at the time of termination of this escrow you should have in your possession any documents, securities, or other property
belonging to Recipient, you shall deliver all of same to any pledgee entitled thereto or, if none, to Recipient and shall be discharged of all further
obligations hereunder.