Seagate 2012 Annual Report Download - page 169

Exhibit 10.37
SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
2012 EQUITY INCENTIVE PLAN
EXECUTIVE PERFORMANCE UNIT AGREEMENT
1.
Grant of Performance Units . Seagate Technology Public Limited Company, a public company incorporated under the laws of the
Republic of Ireland with limited liability (the “Company”), hereby grants to you (the Participant named in Section 2 below) the number of
Performance Units set forth in Section 2 below subject to the terms and conditions of the Seagate Technology Public Limited Company 2012
Equity Incentive Plan, as may be amended from time to time and including any exhibits thereto (the “Plan”) and this Performance Unit
Agreement, including any exhibits hereto (the “Agreement”) (collectively, the “Award”).
In the event of a conflict between the terms of the Plan
and the terms of this Agreement, the terms of the Plan shall govern. Unless otherwise defined in this Agreement, any capitalized term used in
this Agreement shall have the meaning assigned to such term in the Plan.
2.
Award Terms . Subject to further detail included in this Agreement, the key terms related to the Award are as follows:
(a)
Participant .
(b) Global ID Number .
(c) Date of Grant .
(d) Grant Number .
(e) Vesting Commencement Date .
(f) Number of Performance Units .
(g) Vesting Schedule . As set forth in Schedule A attached hereto .
3. Vesting and Settlement .
(a)
Subject to the limitations contained herein, the Performance Units will vest as provided in Schedule A attached hereto.
(b) Upon the vesting of any Performance Units, as promptly as is reasonably practicable (but in any event no later than
March 15 of the calendar year following the calendar year of vesting), Shares (which shall be fully paid up) 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 Performance
Units. However, the settlement of the Performance 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 Performance 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.
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