Seagate 2012 Annual Report Download - page 166

the Tax-Related Items. Shares will be delivered as soon as administratively practicable following the vesting date and the calculation of
applicable withholding taxes.
(c)
To avoid negative accounting treatment, the Company will withhold or account for Tax-Related Items by calculating the
actual taxes due at vesting before delivering the net number of Shares to you. Any fractional shares required to be withheld will be rounded up
to the nearest Share.
(d) The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares unless and until you have
complied with your obligations related to the Tax-Related Items described in this Section 7.
8.
Nature of the Award . In accepting the Award, you acknowledge, understand and agree that:
(a)
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be amended, suspended or
terminated by the Company at any time;
(b)
the Award is voluntary and occasional and does not create any contractual or other right to receive future awards of
Restricted Share Units, or benefits in lieu of Restricted Share Units, even if Restricted Share Units have been awarded repeatedly in the past;
(c)
all decisions with respect to future Restricted Share Unit awards, if any, will be at the sole discretion of the Company;
(d)
you are voluntarily participating in the Plan;
(e)
your participation in the Plan shall not create any right to continue to serve the Company in the capacity in effect at the
Date of Grant and will not affect the right of the Company to terminate your service as a Director pursuant to the Memorandum and Articles of
Association of the Company and any applicable provisions of the laws of the Republic of Ireland;
(f)
because you are not an employee of the Company, the Award will not be interpreted to form an employment or service
contract or relationship with the Company or any Affiliate;
(g)
the future value of the underlying Shares is unknown and cannot be predicted with certainty; and
(h)
no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of
your Continuous Service and in consideration of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any
claim against the Company, waive your ability, if any, to bring any such claim, and release the Company from any such claim; if,
notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be
deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or
withdrawal of such claims.
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