Seagate 2012 Annual Report Download - page 181

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; provided, however, that such award was granted or such gain was received within the three years prior to the Date of Grant;
and provided, further, that no share award granted prior to January 29, 2009 shall be subject to the terms of the Compensation Recovery Policy.
Moreover, you hereby irrevocably appoint the Company as your true and lawful attorney for the purpose of undertaking all actions and executing
all deeds and documentation that may be required to be executed to enforce the recovery of compensation pursuant to the Compensation
Recovery Policy. A copy of the current version of the Compensation Recovery Policy is attached to this Agreement as Exhibit B.
17. Amendments . The Committee at any time, and from time to time, may amend the terms of the Award; provided, however,
that the rights under any Award shall not be materially impaired by any such amendment unless (a) the Company requests your consent and
(b) you consent in writing.
18. Language . If you have received this Agreement or any other document related to the Plan translated into a language other
than English and if the meaning of the translated version is different than the English version, the English version will control.
19. Severability
. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
20. Acknowledgements . By indicating acceptance of the Award through the Company’s online acceptance procedure, you
acknowledge that: (a) you have received, and understand and agree to the terms of, this Agreement and the Plan (including any exhibits to each
document), (b) you accept the Award on the terms and conditions set forth in this Agreement and the Plan (including any exhibits to each
document), and (c) this Agreement and the Plan (including any exhibits to each document) set forth the entire understanding between you and
the Company regarding the rights to acquire the Shares subject to this Award and supersede all prior oral and written agreements with respect
thereto.
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