Seagate 2012 Annual Report Download - page 205

proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for
gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of
such action, suit or proceeding, such person shall offer to the Corporation, in writing, the opportunity at its own expense to handle and
defend the same.
16.
COMMITTEE RULES FOR FOREIGN JURISDICTIONS
The Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific
requirements of local laws and procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to
adopt rules and procedures regarding handling of payroll deductions or other contributions by Participants, establishment of bank or
trust accounts to hold payroll deductions or other contributions, payment of interest, conversion of local currency, payroll tax,
withholding procedures and handling of share certificates which vary with local requirements; however, if such varying provisions are
not in accordance with the provisions of Section 423(b) of the Code, including but not limited to the requirement of Section 423(b)
(5) of the Code that all options granted under the Plan shall have the same rights and privileges unless otherwise provided under the
Code and the regulations promulgated thereunder, then the individuals affected by such varying provisions shall be deemed to be
participating under a sub-plan and not the Plan. The Committee may also adopt sub-plans applicable to particular Subsidiaries or
locations, which sub-plans may be designed to be outside the scope of Code Section 423. The rules of such sub-plans may take
precedence over other provisions of this Plan, with the exception of Section 7, but unless otherwise superseded by the terms of such
sub-plan, the provisions of this Plan shall govern the operation of such sub-plan.
17.
SECURITIES LAWS REQUIREMENTS
17.1
No option granted under the Plan may be exercised to any extent unless the Shares to be issued upon such exercise under the
Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all
applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act, the Exchange Act, the rules and
regulations promulgated thereunder, applicable state and foreign securities laws and the requirements of any stock exchange upon
which the Shares may then be listed, subject to the approval of counsel for the Corporation with respect to such compliance. If on a
Purchase Date in any Offering Period hereunder, the Plan is not so registered or in such compliance, options granted under the Plan
which are not in compliance shall not be exercised on such Purchase Date, and the Purchase Date shall be delayed until the Plan is
subject to such an effective registration statement and such compliance, except that the Purchase Date shall not be delayed more than
twelve (12) months and the Purchase Date shall in no event be more than twenty-seven (27) months from the Offering Date. If, on the
Purchase
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