Seagate 2013 Annual Report Download - page 183

Plan, subject to the Participant’s right to withdraw from the Plan in accordance with the withdrawal procedures in effect at such time.
If a Participant transfers employment from a Designated Subsidiary participating in a Non-423 Sub-Plan to the Corporation or a
Designated Subsidiary participating in the 423 Plan, any accumulated payroll deductions taken while the Participant was employed by a
Designated Subsidiary participating in a Non-423 Sub-Plan shall be used to purchase Shares under the applicable Non-423 Sub-Plan on
the next Purchase Date following such transfer; however, no new payroll deductions shall be taken for the remainder of the Purchase
Period in which the transfer occurs, and as of the next Offering Date following such transfer, the Participant shall participate in the 423
Plan and payroll deductions shall automatically resume and be used to purchase Shares under the 423 Plan, subject to the Participant’s
right to withdraw from the Plan in accordance with the withdrawal procedures in effect at such time.
Notwithstanding the foregoing provisions of this Section 6.3, the Committee may establish additional and/or different rules to govern
transfers of employment among the Corporation and any Designated Subsidiary, consistent with any applicable requirements of Code
Section 423 and the terms of the Plan.
7.
SHARES
Subject to adjustment as set forth in Section 11, the maximum number of Ordinary Shares, which may be issued pursuant to the Plan
shall be fifty million (50,000,000) Shares. Subject to adjustment as set forth in Section 11, the maximum number of Shares that may be
granted collectively to all Participants within any given Purchase Period is one and one-
half million (1,500,000) Shares, unless and until
the Board determines otherwise with respect to a Purchase Period. If, on a given Purchase Date, the number of Shares with respect to
which options are to be exercised exceeds either maximum, the Corporation shall make pro rata allocation of the Shares remaining
available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable. The Shares subject to the
Plan may be unissued Shares or reacquired Shares, bought on the market or otherwise.
8.
OFFERING
8.1
On the Offering Date of each Offering Period, each eligible Employee, whether or not such Employee has elected to
participate as provided in Section 5.1, shall be granted an option to purchase that number of whole Shares, not to exceed one thousand
(1,000) Shares (or such other number of Shares as determined by the Committee and subject to adjustment as set forth in Section 11) ,
which may be purchased with the payroll deductions accumulated on behalf of such Employee during each Purchase Period at the
purchase price specified in Section 8.2 below, subject to the additional limitation that no Employee participating in the Section 423 Plan
shall be granted an option to purchase Shares
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under the Plan if such option would permit his or her rights to purchase Shares under all employee stock purchase plans (described in
Section 423 of the Code) of the Corporation and its Subsidiaries to accrue at a rate which exceeds U.S. twenty-five thousand dollars
(U.S. $25,000) of the Fair Market Value of such Shares (determined at the time such option is granted) for each calendar year in which
such option is outstanding at any time. For purposes of the Plan, an option is “granted” on a Participant’s Offering Date. An option will
expire upon the earlier to occur of (i) the termination of a Participant’
s participation in the Plan or such Offering Period, (ii) the grant of
an option to such Participant on a subsequent Offering Date, or (iii) the termination of the Offering Period. This Section 8.1 shall be
interpreted so as to comply with Code Section 423(b)(8).
8.2
The Purchase Price under each option shall be with respect to a Purchase Period the lower of (i) a percentage (not less than
eighty-five percent (85%)) established by the Committee (“Designated Percentage”) of the Offering Price, or (ii) the Designated
Percentage of the Fair Market Value of a Share on the Purchase Date on which the Shares are purchased; provided that the Purchase
Price may be adjusted by the Committee pursuant to Sections 11 or 12 in accordance with Section 424(a) of the Code. The Committee
may change the Designated Percentage with respect to any future Offering Period, but not to below eighty-five percent (85%), and the
Committee may determine with respect to any prospective Offering Period that the purchase price shall be the Designated Percentage of
the Fair Market Value of a Share on the Purchase Date.
9. PURCHASE OF SHARES
Unless a Participant withdraws from the Plan as provided in Section 5.3 or except as provided in Sections 12 or 14 hereof, on the last
Trading Day of each Purchase Period, a Participant’s option shall be exercised automatically for the purchase of that number of whole
Shares which the accumulated payroll deductions credited to the Participant’s account at that time shall purchase at the applicable price
specified in Section 8.2.
At the time the Shares are purchased or at the time some or all of the Shares issued under the Plan are disposed of (or at any other time
that a taxable event related to the Plan occurs), the Participant must make adequate provision for any withholding obligation of the
Corporation or a Designated Subsidiary with respect to federal, state, local and foreign income tax, social insurance, payroll tax, fringe
benefits tax, payment on account or other tax-related items related to participation in the Plan and legally applicable to the Participant
(including any amount deemed by the Committee, in its sole discretion, to be an appropriate charge to Participant even if legally
applicable to the Corporation or the Participant’s employer). At any time, the Corporation or the Participant’s employer may withhold
from the Participant’s wages or other cash compensation the amount necessary for the Corporation or the Participant’s employer to
meet applicable withholding obligations, including any withholding required to make available to the Corporation or the Participant
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