Seagate 2012 Annual Report Download - page 186

relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Affiliate may be required to
withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay to the Company or the Affiliate an
amount equal to, or will make arrangements acceptable to the Company and the Affiliate to satisfy any withholding obligation with respect to the
Tax-Related Items. In this regard, the Participant authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to
satisfy any withholding obligation with respect to the Tax-Related Items by one or a combination of the following: (i) withholding from the
Participant’
s wages or other cash compensation payable to the Participant by the Company and/or the Affiliate; (ii) withholding from proceeds of
the sale of Shares acquired upon exercise of the Option (either through a voluntary or mandatory sale); or (iii) withholding in Shares to be issued
upon exercise of the Option; provided, however, that if the Participant is an Officer, the Committee (as constituted to satisfy Rule 16b-3 of the
Exchange Act) shall approve the use of withholding in Shares to the extent necessary or desirable to exempt the transaction under Rule 16b-3 of
the Exchange Act.
To avoid any negative accounting treatment, the Company or the 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
Tax-Related Items is satisfied by withholding in Shares as described in (iii) above, for tax purposes, the Participant will be deemed to have been
issued the full number of Shares subject to the exercised portion of the Option, 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 any aspect of the Participant’s participation in the Plan.
The Company or the Affiliate may refuse to honor the exercise or refuse to issue or deliver the Shares or the proceeds of the
sale of Shares unless and until the Participant has complied with the obligations related to Tax-Related Items described in this Section 6.
7. Nature of Grant . In accepting the Option, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or
terminated by the Company at any time;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future
grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;
(d) the Participant is voluntarily participating in the Plan;
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