Seagate 2012 Annual Report Download - page 190

the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
15. Compensation Recovery for Fraud and Misconduct Policy . The Participant hereby acknowledges and agrees that, to the
extent he or she is or becomes subject to the Seagate Technology Public Limited Company Compensation Recovery for Fraud and Misconduct
Policy, as amended from time to time (the “Compensation Recovery Policy”), the terms and conditions of the Policy are hereby incorporated by
reference into this Agreement and shall apply to (a) the Option, (b) each outstanding share award granted or issued to the Participant (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 Participant 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, the Participant hereby
irrevocably appoints the Company as the Participant’s 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.
16. Amendments . The Committee at any time, and from time to time, may amend the terms of the Option; provided,
however, that the rights under any Option shall not be materially impaired by any such amendment unless (a) the Company requests the consent
of the Participant and (b) the Participant consents in writing.
17. Language . If the Participant has received this or any other document related to the Plan or this Option 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.
18. 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.
19. Participant’s Acknowledgements . By indicating acceptance of the Option through the Company’s online acceptance
procedure, the Participant acknowledges that: (a) he or she has received, and understands and agrees to the terms of, this Agreement and the Plan
(including any exhibits to each document), (b) he or she accepts the Option 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 the Participant and the Company regarding the rights to acquire the Shares subject to this Option and supersede all prior
oral and written agreements with respect thereto.
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