Seagate 2012 Annual Report Download - page 184

Continuous Service by the Company or an Affiliate is not for Cause and if the exercise of the Vested Portion of the Option
following such termination would be prohibited because the issuance of Shares would violate either the registration
requirements under the Securities Act (or other applicable securities law) or the Company’s insider trading policy, then the
Option shall terminate on the earlier of (A) the “Expiration Date” set forth in Section 2 above or (b) the expiration of a period
of three (3) months after termination during which time the exercise of the Option would not be in violation of either such
registration requirements (or other applicable securities law) or the Company’s insider trading policy;
(iii) one year following the date of the Participant’s termination of Continuous Service as a result of death or
Disability (as defined in the Plan); and
(iv) the date of the Participant’s termination of Continuous Service for Cause.
For purposes of this Agreement:
“Cause” shall mean (A) the Participant’s continued failure substantially to perform the material duties of his office (other than
as a result of total or partial incapacity due to physical or mental illness), (B) the fraud, embezzlement or theft by the Participant of the
Company’s property (or any Affiliate’s property), (C) the conviction of such Participant of, or plea of nolo contendere by the Participant to, a
felony under the laws of the United States or any state (or the equivalent under the laws of any other jurisdiction), (D) the Participant’s willful
malfeasance or willful misconduct in connection with the Participant’s duties to the Company (or any Affiliate) or any other act or omission
which is materially injurious to the financial condition or business reputation of the Company or any Affiliate, or (E) a material breach by the
Participant of the terms of his employment agreement or any non-compete, non-solicitation or confidentiality provisions to which the Participant
is subject; provided, however, that if the Participant is eligible to receive benefits under a Severance Plan containing a definition of “Cause,”
then that definition shall control.
(c) Manner of Exercise . The Vested Portion of the Option may be exercised by delivering to the Company at its principal
office (or to the Company’s designee) notice of intent to so exercise; provided, however, that the Option may be exercised with respect to whole
Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in
full of the Exercise Price, any applicable Tax-Related Items (as defined in Section 7 below) and any written representations, warranties or
agreements as may be reasonably required by the Company to comply (or evidence compliance) with applicable laws with regard to the
acquisition, issuance and sale of the Shares. The Company shall have the right to specify the manner of exercise, which may vary by country
and which may be subject to change from time to time.
(d) Method of Payment . The Exercise Price for the Shares as to which the Option is exercised shall be paid to the
Company by any of the following (or a combination thereof): (i) cash or check, (ii) provided there is a public market for the Shares at the time of
exercise and pursuant to rules and procedures established by the Company from time to time,
3