Seagate 2012 Annual Report Download - page 173

about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case
without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing
your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or
withdrawal of consent, you understand that you may contact your local human resources representative.
11. Electronic Delivery and Participation . The Company may, in its sole discretion, decide to deliver any documents related to
current or future participation in the Plan by electronic means or request that you consent to participate in the Plan by electronic means. You
hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system
established and maintained by the Company or any third party designated by the Company.
12.
Notices
. Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon
receipt or, in the case of notices delivered by the 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
through the Company’s electronic mail system (during your Continuous Service) or at the last email address you provided to the Company (after
termination of your Continuous Service).
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. Country-Specific Provisions
. The Award shall be subject to any special provisions set forth in Exhibit A for your country, if any.
If you relocate to one of the countries included in Exhibit A during the life of the Award or while holding Shares acquired upon vesting of the
Performance Units, the special provisions for such country shall apply to you, to the extent the Company determines that the application of such
provisions 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. Exhibit A constitutes part of this Agreement.
15.
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.
16.
Compensation Recovery for Fraud and Misconduct Policy . You hereby acknowledge and agree that to the extent you are or
become subject to the Seagate Technology Public Limited Company Compensation Recovery for Fraud and Misconduct Policy, as amended
from time to time (the “Compensation Recovery Policy”), the terms and conditions of the Policy are hereby incorporated by reference into this
Agreement and shall apply to (a) the Award, (b) each outstanding share award granted or issued to you (pursuant to which Shares may be issued
or payments deriving their value from the Shares may be made), and (c) the gain received in connection with the vesting, exercise and/or
issuance of any share award (i.e., the market value of the Shares on the vesting, exercise and/or issuance date, as applicable, less (i) any price
paid for the Shares and (ii) any Tax-Related Items withheld from or paid by you in connection with the vesting, exercise and/or issuance of the
share award), in each case without regard to whether such award was granted or issued under a share plan of the Company, a predecessor to the
Company or a company acquired by the Company or outside a share plan;
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