Seagate 2012 Annual Report Download - page 176

(d) The Committee may, in its sole discretion, suspend vesting of the Restricted Share Units if you are on a leave of
absence.
(e) Upon the vesting of any Restricted Share 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 Restricted Share
Units. However, the settlement of the Restricted Share 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 Restricted Share 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.
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 Restricted Share 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 Restricted Share 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 Restricted Share 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
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