Seagate 2012 Annual Report Download - page 177

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 Restricted Share 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 Restricted Share 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 Restricted Share Units. To the extent the Committee makes such a determination, you hereby authorize the Company to
withhold Shares otherwise issuable upon vesting of the Restricted Share 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 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 Restricted Share 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.
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