Seagate 2009 Annual Report Download - page 237

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prompt internal reporting of any suspected of known violations of this Code in accordance with the rules set forth in this
Code; and
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the understanding that failure to comply with this Code is cause for disciplinary action, up to and including termination of
employment.
If a law conflicts with a policy in this Code, Employees and Directors must comply with the law. If a local custom or policy conflicts
with a policy in the Code, Employees and Directors must comply with the Code.
Any questions as to the applicability of any law should be directed to the Company’s General Counsel.
2. Insider Trading.
The U.S. federal securities laws prohibit insider trading—that is, buying or selling a company’s securities at a time when a person has
“material nonpublic information” about a company or the market for a company’s securities. “Material nonpublic information” includes
information that is not available to the public at large that could affect the market price of a company’s securities and that a reasonable investor
would consider important in deciding whether to buy, sell, or hold the securities. Companies may also face civil penalties, up to the greater of
$1.425 million, or three times the profit gained or losses avoided, and criminal fines of up to $25 million, for insider trading violations by their
employees and other agents.
The Company has a securities trading policy and all Employees and Directors must abide by its terms. This policy, among other things,
provides that Employees and Directors may not buy or sell shares of the Company’s stock when they are in possession of material, non-public
information. They also are prohibited from passing on such information to others who might make an investment decision based on it.
Employees and Directors also may not trade in stocks of other companies about which they learn material, non-public information through the
course of their employment or service with the Company. They also are prohibited from passing on such information to others who might make
an investment decision based on it.
Any questions relating to constraints on the purchase or sale of any of the Company’s securities or the securities of any other company
that an Employee or Director is familiar with by virtue of his or her relationship with the Company should be directed to the Company’s General
Counsel.
3. Conflicts of Interest and Ethical Conduct.
Each Employee and Director owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and
ethical. This includes the ethical handling of actual or apparent conflicts of interest between personal and
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