Seagate 2012 Annual Report Download - page 185

through the delivery of irrevocable instruments to a broker to sell all or a portion of such Shares and deliver promptly to the Company an amount
equal to the aggregate Exercise Price for the Shares being purchased, or (iii) if permitted by the Committee, in its sole discretion, in Shares
having a Fair Market Value equal to the aggregate Exercise Price for the Shares being purchased.
The Company reserves the right to restrict the available methods of payment to the extent it determines in its sole discretion
that such restriction is required to comply with applicable laws with regard to the acquisition and issuance of the Shares or desirable for the
administration of the Plan, or to otherwise modify the available methods of payment to the extent permitted under the terms of the Plan.
(e) 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 purchased upon exercise of the Option 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.
(f) Shareholder Rights . The Participant shall not be, nor have any of the rights or privileges of, a shareholder of the
Company in respect of any Shares purchasable upon the exercise of any part of the Option unless and until such Shares have been issued by the
Company to the Participant. 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.
5. Transferability . The Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by the Participant 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.
6. Responsibility for Taxes . 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 the Participant’s participation in the Plan and
legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is
and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Affiliate, if any. The
Participant further acknowledges that the Company and/or any Affiliate (a) make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the
subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit to and are under no
obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant’s liability for Tax-
Related Items or
achieve any particular tax result. Further, if the Participant has become subject to Tax-Related Items in more than one jurisdiction between the
Date of Grant and the date of any
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