Seagate 2012 Annual Report Download - page 171

and/or the Affiliate to satisfy any applicable withholding obligation for Tax-Related Items by withholding from your wages or other cash
compensation paid to you by the Company and/or the Affiliate, within legal limits, or by requiring you to tender a cash payment to the Company
or the Employer in the amount of the Tax-Related Items.
(e) To avoid negative accounting treatment, the Company or an Affiliate may, if necessary, withhold or account for Tax-
Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for the
Tax-Related Items is satisfied by withholding in Shares as described in Section 7(c) above, for tax purposes, you will be deemed to have been
issued the full number of Shares subject to the Performance Units, notwithstanding that a number of the Shares are held back solely for the
purpose of paying the Tax-Related Items due as a result of your participation in the Plan.
(f) The Company or the Affiliate 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
Performance Units, or benefits in lieu of Performance Units, even if Performance Units have been awarded repeatedly in the past;
(c)
all decisions with respect to future Performance 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 will not create a right to employment and shall not interfere with the ability of the Company
or any Affiliate to terminate your Continuous Service at any time;
(f) the Award and any Shares subject to the Award are an extraordinary item that does not constitute compensation of any
kind for services of any kind rendered to the Company or any Affiliate, and which is outside the scope of your employment or service contract or
consulting arrangement, if any;
(g) the Award and any Shares subject to the Award are not intended to replace any pension rights or compensation;
(h) the Award and any Shares subject to the Award are not part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments,
bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Company, or any Affiliate;
(i)
the Award will not be interpreted to form an employment or service contract or relationship with the Company or any
Affiliate;
(j)
the future value of the underlying Shares is unknown and cannot be predicted with certainty;
(k)
no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of
your Continuous Service (regardless of the reason for the termination and whether
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