Seagate 2012 Annual Report Download - page 165

the calendar year of vesting), Shares (which shall be fully paid up at the Date of Grant) shall be issued to you, and the Company shall deliver to
you appropriate documentation evidencing the number of Shares issued in settlement of such vested Restricted Share Units. However, the
settlement of the Restricted Share Units shall be conditioned upon your making adequate provision for Tax-Related Items, as discussed in
Section 7 below.
4.
Compliance with Law
. Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption
from such registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares
issuable upon vesting of the Restricted Share Units prior to the completion of any registration or qualification of the Shares under any local,
state, federal or foreign law or under rulings or regulations of the U.S. Securities and Exchange Commission or of any other governmental
regulatory body, or prior to the obtaining of any approval or other clearance from any local, state, federal or foreign governmental agency, which
registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable.
5.
Shareholder Rights . You shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of the
Shares subject to the Restricted Share Units unless and until such Shares have been issued by the Company to you. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Article 12 of the Plan.
6. Transferability . The Restricted Share Units may not be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by you other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.
7.
Responsibility for Taxes .
(a)
Regardless of any action the Company takes with respect to any or all income tax, social insurance, payment on account
or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the
ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, withheld by the Company.
You further acknowledge that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Restricted Share Units, the issuance
of Shares, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (ii) does not commit to and is
under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or
achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction (or have become subject to Tax-
Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as
applicable), you acknowledge that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b) Your acceptance of this Agreement constitutes your instruction and authorization to the Company to withhold Shares
otherwise deliverable upon vesting of the Award having a Fair Market Value on the date of vesting equal to the amount sufficient to satisfy
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