Seagate 2012 Annual Report Download - page 203

may be appropriately adjusted by the Board, and the Board shall take any further actions which, in the exercise of its discretion, may be
necessary or appropriate under the circumstances. The Board’s determinations under this Section 11 shall be conclusive and binding on
all parties.
12.
LIQUIDATION AND CHANGE OF CONTROL
12.1
In the event of the proposed liquidation or dissolution of the Corporation, the Offering Period will terminate immediately prior
to the consummation of such proposed transaction, unless otherwise provided by the Board in its sole discretion, and all outstanding
options shall automatically terminate and the amounts of all payroll deductions will be refunded without interest (unless payment of
interest is required by local law) to the Participants.
12.2 In the event of a Change of Control, then in the sole discretion of the Board, (1) each option shall be assumed or an equivalent
option shall be substituted by the successor corporation or parent or subsidiary of such successor entity, (2) a date established by the
Board on or before the date of consummation of such Change of Control shall be treated as a Purchase Date, and all outstanding options
shall be exercised on such date, (3) all outstanding options shall terminate and the accumulated payroll deductions will be refunded
without interest (unless payment of interest is required by local law) to the Participants, or (4) outstanding options shall continue
unchanged.
13. TRANSFERABILITY
Neither payroll deductions credited to a Participant’s bookkeeping account nor any rights to exercise an option or to receive Shares
under the Plan may be voluntarily or involuntarily assigned, transferred, pledged, or otherwise disposed of in any way, and any
attempted assignment, transfer, pledge, or other disposition shall be null and void and without effect. If a Participant in any manner
attempts to transfer, assign or otherwise encumber his or her rights or interests under the Plan, other than as permitted by the Code, such
act shall be treated as an election by the Participant to discontinue participation in the Plan pursuant to Section 5.3.
14. AMENDMENT OR TERMINATION OF THE PLAN
14.1
The Plan shall continue until terminated in accordance with Section 14.2.
14.2 The Board may, in its sole discretion, insofar as permitted by Applicable Law, terminate or suspend the Plan, or revise or
amend it in any respect whatsoever, except that, without approval of the Shareowners, no such revision or amendment shall increase the
number of Shares subject to the Plan, other than an adjustment under Section 11 of the Plan, or make other changes for which
Shareowner approval is required under Applicable Law. Upon a termination or suspension of the Plan, the Board may in its discretion
(i) return, without interest
13