Seagate 2012 Annual Report Download - page 170

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 Performance 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 Performance 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 or any of its Affiliates take with respect to any or all income tax, social insurance,
payroll tax, 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
actually withheld by the Company or the Affiliate, if any. You further acknowledge that the Company and/or the Affiliate (i) make 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 Performance Units, the issuance of Shares, the subsequent sale of Shares acquired pursuant to
such issuance and the receipt of any dividends; and (ii) do not commit to and are 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 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 and/or the Affiliate may be required to withhold or account for Tax-Related Items in
more than one jurisdiction.
(b)
Subject to Sections 7(c) and (d) below, your acceptance of this Agreement constitutes your instruction and authorization
to your brokerage firm (or, in the absence of a designated brokerage firm, any brokerage firm determined acceptable to the Company for such
purpose) to sell on your behalf the number of whole Shares from those Shares issuable to you upon settlement of the Performance Units as the
Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligation for Tax-Related
Items. Such Shares will be sold on the day the Tax-Related Items are determined or as soon thereafter as practicable. You will be responsible
for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you
agree to indemnify and hold the Company and any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses
relating to any such sale. To the extent the proceeds of such sale exceed your Tax-Related Items, such excess cash will be deposited into the
securities account established with the brokerage firm for the settlement of your Performance Units. You acknowledge that the broker or its
designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to
satisfy your Tax-Related Items.
(c)
At any time before any taxable or tax withholding event, the Committee may, in its sole discretion, determine that the
Company or the Affiliate will satisfy any tax withholding obligation with respect to the Tax-Related Items by withholding Shares to be issued
upon vesting of the Performance Units. To the extent the Committee makes such a determination, you hereby authorize the Company to
withhold Shares otherwise issuable upon vesting of the Performance Units having a Fair Market Value on the date of vesting equal to the amount
sufficient to satisfy the Tax-Related Items.
(d) In the event that, in the reasonable determination of the Company and/or its Affiliate, such tax withholding by the sale or
withholding of Shares as described in Sections 7(b) and (c) above is problematic under applicable tax or securities law or has materially adverse
accounting consequences, you authorize the Company
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