Seagate 2012 Annual Report Download - page 168

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. Any such notices from the Company to you may also be delivered to you at the last email address you provided to the Company.
13.
Choice of Law and Venue . The Award is governed by, and subject to, the laws of the State of California, without regard to such
state’
s conflict of laws rules, as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly from the relationship
of the parties evidenced by this Award, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree
that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal courts for the United States for the
Northern District of California, and no other courts, where this Award is made and/or to be performed.
14. Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Award and the Shares
acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable laws with regard to
the acquisition, issuance or sale of the Shares or facilitate the administration of the Plan, and to require you to sign any additional agreements or
undertakings that may be necessary to accomplish the foregoing.
15.
Amendments . The Committee at any time, and from time to time, may amend the terms of the Award; provided, however, that
the rights under any Award shall not be materially impaired by any such amendment unless (a) the Company requests your consent and (b) you
consent in writing.
16. Language . If you have received this Agreement or any other document related to the Plan translated into a language other than
English and if the meaning of the translated version is different than the English version, the English version will control.
17.
Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
18.
Acknowledgements . By indicating acceptance of the Award through the Company’s online acceptance procedure, you
acknowledge that: (a) you have received, and understand and agree to the terms of, this Agreement and the Plan (including any exhibits to each
document), (b) you accept the Award on the terms and conditions set forth in this Agreement and the Plan (including any exhibits to each
document), and (c) this Agreement and the Plan (including any exhibits to each document) set forth the entire understanding between you and
the Company regarding the rights to acquire the Shares subject to this Award and supersede all prior oral and written agreements with respect
thereto.
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