Seagate 2013 Annual Report Download - page 185

attributable to the sale or early disposition of the Shares by the Participant. In addition or in the alternative, the Corporation or the
Participant’s employer may withhold from the proceeds of the sale of Shares or by any other method of withholding the Corporation or
the Participant’s employer deems appropriate.
10.
PAYMENT AND DELIVERY
As soon as practicable after the exercise of an option, the Corporation shall deliver to the Participant a record of the Ordinary Shares
purchased and the balance of any amount of payroll deductions credited to the Participant’
s account not used for the purchase, except as
specified below. The Committee may permit or require that Shares be deposited directly with a broker designated by the Committee or
to a designated agent of the Corporation, and the Committee may utilize electronic or automated methods of share transfer. The
Committee may require that Shares be retained with such broker or agent for a designated period of time and/or may establish other
procedures to permit tracking of the disposition of such Shares. The Corporation shall retain the amount of payroll deductions used to
purchase Shares as full payment for the Shares and the Shares shall then be fully paid and non-
assessable. No Participant shall have any
voting, dividend or other Shareowner rights with respect to Shares subject to any option granted under the Plan until the Shares subject
to the option have been purchased and delivered to the Participant as provided in this Section 10. The Committee may in its discretion
direct the Corporation to retain in a Participant’s account for the subsequent Purchase Period or Offering Period any payroll deductions
which are not sufficient to purchase a whole Share or return such amount to the Participant. Any other amounts that may be left over in
a Participant’s account after a Purchase Date shall be returned to the Participant.
11.
RECAPITALIZATION
Subject to any required action by the Shareowners of the Corporation, if there is any change in the outstanding Ordinary Shares because
of a merger, consolidation, spin-off, reincorporation, reorganization, recapitalization, dividend in property other than cash, share split,
reverse share split, share dividend, liquidating dividend, extraordinary dividend or distribution, combination, exchange or
reclassification of the Ordinary Shares (including any such change in the number of Shares effected in connection with a change in
domicile of the Corporation), change in corporate structure or any other increase or decrease in the number of Ordinary Shares, or other
transaction effected without receipt of consideration by the Corporation, provided that conversion of any convertible securities of the
Corporation shall not be deemed to have been “effected without consideration,” the number of securities covered by each option under
the Plan which has not yet been exercised and the number of securities which have been authorized and remain available for issuance
under the Plan, as well as the maximum number of securities which may be purchased by a single Participant and by all Participants in
the aggregate in a given Purchase Period, and the price per share covered by each option under the Plan which has not yet been
exercised,
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