Restricted Share Unit Agreement – Outside Directors – Seagate Technology Inc.

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

2012 EQUITY INCENTIVE PLAN

RESTRICTED SHARE UNIT AGREEMENT

(OUTSIDE DIRECTORS)

1. Grant of Restricted Share Units. Seagate Technology Public Limited
Company, a public company incorporated under the laws of the Republic of Ireland
with limited liability (the “Company”), hereby grants to you (the Participant
named in Section 2 below) the number of Restricted Share Units set forth in
Section 2 below subject to the terms and conditions of the Seagate Technology
Public Limited Company 2012 Equity Incentive Plan, as may be amended from time
to time and including any exhibits thereto (the “Plan”) and this Restricted
Share Unit Agreement, including any exhibits hereto (the “Agreement”)
(collectively, the “Award”). In the event of a conflict between the terms of the
Plan and the terms of this Agreement, the terms of the Plan shall govern. Unless
otherwise defined in this Agreement, any capitalized term used in this Agreement
shall have the meaning assigned to such term in the Plan.

2. Award Terms. Subject to further detail included in this Agreement,
the key terms related to the Award are as follows:

(a) Participant.

(b) Global ID Number.

(c) Date of Grant.

(d) Grant Number.

(e) Number of Restricted Share Units.

(f) Vesting Schedule. Subject to the terms of the Agreement, including
but not limited to Section 3 hereof, and your Continuous Service on the Board,
the Award shall vest in full on the earlier of: (i) the first anniversary of the
Date of Grant and (ii) one day prior to the next election of Directors following
the Date of Grant.

3. Vesting and Settlement.

(a) Subject to Sections 3(b), 3(c) and 3(d) below, the Restricted Share Units
will vest as provided in Section 2 above.

(b) In the event of your termination of Continuous Service on account of your
death, a pro-rata portion of the Restricted Share Units shall vest, based upon
the number of days between the Date of Grant and the date of such termination.

(c) In the event of a Change of Control, the Restricted Share Units shall
vest immediately prior to the consummation of the Change of Control, so long as
your termination of Continuous Service has not previously occurred.

(d) In the event of your termination of Continuous Service for any other
reason, you shall forfeit any and all Restricted Share Units that have not
vested as of the date of such termination.

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(e) Upon the vesting of any Restricted Share Units, as promptly as is
reasonably practicable (but in any event no later than March 15 of the calendar
year following the calendar year of vesting), Shares (which shall be fully paid
up at the Date of Grant) shall be issued to you, and the Company shall deliver
to you appropriate documentation evidencing the number of Shares issued in
settlement of such vested Restricted Share Units. However, the settlement of the
Restricted Share Units shall be conditioned upon your making adequate provision
for Tax-Related Items, as discussed in Section 7 below.

4. Compliance with Law. Notwithstanding any other provision of the
Plan or this Agreement, unless there is an available exemption from such
registration, qualification or other legal requirement applicable to the Shares,
the Company shall not be required to deliver any Shares issuable upon vesting of
the Restricted Share Units prior to the completion of any registration or
qualification of the Shares under any local, state, federal or foreign law or
under rulings or regulations of the U.S. Securities and Exchange Commission or
of any other governmental regulatory body, or prior to the obtaining of any
approval or other clearance from any local, state, federal or foreign
governmental agency, which registration, qualification or approval the Company
shall, in its absolute discretion, deem necessary or advisable.

5. Shareholder Rights. You shall not be, nor have any of the rights or
privileges of, a shareholder of the Company in respect of the Shares subject to
the Restricted Share Units unless and until such Shares have been issued by the
Company to you. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the Shares are issued, except as
provided in Article 12 of the Plan.

6. Transferability. The Restricted Share Units may not be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by you
other than by will or by the laws of descent and distribution, and any such
purported assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the Company or any
Affiliate.

7. Responsibility for Taxes.

(a) Regardless of any action the Company takes with respect to any or all
income tax, social insurance, payment on account or other tax-related items
related to your participation in the Plan and legally applicable to you
(“Tax-Related Items”), you acknowledge that the ultimate liability for all
Tax-Related Items is and remains your responsibility and may exceed the amount,
if any, withheld by the Company. You further acknowledge that the Company (i)
makes no representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the Award, including, but not
limited to, the grant, vesting or settlement of the Restricted Share Units, the
issuance of Shares, the subsequent sale of Shares acquired pursuant to such
issuance and the receipt of any dividends; and (ii) does not commit to and is
under no obligation to structure the terms of the grant or any aspect of the
Award to reduce or eliminate your liability for Tax-Related Items or achieve any
particular tax result. Further, if you are subject to Tax-Related Items in more
than one jurisdiction (or have become subject to Tax-Related Items in more than
one jurisdiction between the Date of Grant and the date of any relevant taxable
or tax withholding event, as applicable), you acknowledge that the Company may
be required to withhold or account for Tax-Related Items in more than one
jurisdiction.

(b) Your acceptance of this Agreement constitutes your instruction and
authorization to the brokerage firm designated by the Company for such purpose
to sell on your

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behalf the number of whole Shares from those Shares issuable to you upon
settlement of the Restricted Share Units as the Company determines to be
appropriate to generate cash proceeds sufficient to satisfy any applicable
withholding obligation for Tax-Related Items. Such Shares will be sold on the
day the Tax-Related Items are determined or as soon thereafter as practicable.
You will be responsible for all brokers153 fees and other costs of sale, which
fees and costs may be deducted from the proceeds of the foregoing sale of
Shares, and you agree to indemnify and hold the Company and any brokerage firm
selling such Shares harmless from any losses, costs, damages, or expenses
relating to any such sale. To the extent the proceeds of such sale exceed your
Tax-Related Items, such excess cash will be deposited into the securities
account established with the brokerage firm for the settlement of your
Restricted Share Units. You acknowledge that the broker or its designee is under
no obligation to arrange for such sale at any particular price, and that the
proceeds of any such sale may not be sufficient to satisfy your Tax-Related
Items.

(c) To avoid negative accounting treatment, the Company may withhold or
account for Tax-Related Items by considering applicable minimum statutory
withholding amounts or other applicable withholding rates.

(d) The Company may refuse to issue or deliver the Shares or the proceeds of
the sale of Shares unless and until you have complied with your obligations
related to the Tax-Related Items described in this Section 7.

8. Nature of the Award. In accepting the Award, you acknowledge,
understand and agree that:

(a) the Plan is established voluntarily by the Company, it is discretionary
in nature and it may be amended, suspended or terminated by the Company at any
time;

(b) the Award is voluntary and occasional and does not create any contractual
or other right to receive future awards of Restricted Share Units, or benefits
in lieu of Restricted Share Units, even if Restricted Share Units have been
awarded repeatedly in the past;

(c) all decisions with respect to future Restricted Share Unit awards, if
any, will be at the sole discretion of the Company;

(d) you are voluntarily participating in the Plan;

(e) your participation in the Plan shall not create any right to continue to
serve the Company in the capacity in effect at the Date of Grant and will not
affect the right of the Company to terminate your service as a Director pursuant
to the Memorandum and Articles of Association of the Company and any applicable
provisions of the laws of the Republic of Ireland;

(f) because you are not an employee of the Company, the Award will not be
interpreted to form an employment or service contract or relationship with the
Company or any Affiliate;

(g) the future value of the underlying Shares is unknown and cannot be
predicted with certainty; and

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(h) no claim or entitlement to compensation or damages shall arise from
forfeiture of the Award resulting from termination of your Continuous Service
and in consideration of the Award to which you are otherwise not entitled, you
irrevocably agree never to institute any claim against the Company, waive your
ability, if any, to bring any such claim, and release the Company from any such
claim; if, notwithstanding the foregoing, any such claim is allowed by a court
of competent jurisdiction, then, by participating in the Plan, you shall be
deemed irrevocably to have agreed not to pursue such claim and agree to execute
any and all documents necessary to request dismissal or withdrawal of such
claims.

9. No Advice Regarding Grant. The Company is not
providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding your participation in the Plan, or your acquisition or
sale of the underlying Shares. You are hereby advised to consult with your own
personal tax, legal and financial advisors regarding your participation in the
Plan before taking any action related to the Plan.

10. Data Privacy. You hereby
explicitly and unambiguously consent to the collection, use, processing and
transfer, in electronic or other form, of your personal data as described in
this Agreement and any other Award materials by and among the Company and its
Affiliates (whether inside or outside the European Economic Area) for the
exclusive purpose of implementing, administering and managing your participation
in the Plan.

You understand that the Company and its Affiliates may hold
certain personal information about you, including, but not limited to, your
name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, any shares or
directorships held in the Company, details of all Restricted Share Units or any
other entitlement to shares awarded, canceled, exercised, vested, unvested or
outstanding in your favor, for the exclusive purpose of implementing,
administering and managing the Plan (“Data”).

You understand that Data will be transferred to a brokerage firm
or share plan service provider designated by the Company which is assisting the
Company with the implementation, administration and management of the Plan. You
understand that the recipients of Data may be located in the United States or
elsewhere, and that the recipients153 country (e.g., the United States) may have
different data privacy laws and protections than your country. You understand
that you may request a list with the names and addresses of any potential
recipients of Data by contacting the Company153s Corporate Secretary. You
authorize the Company, any Company-designated brokerage firm or share plan
service provider and any other possible recipients which may assist the Company
(presently or in the future) with implementing, administering and managing the
Plan to receive, possess, use, retain, process and transfer Data, in electronic
or other form, for the sole purpose of implementing, administering and managing
your participation in the Plan. You understand that Data will be held only as
long as is necessary to implement, administer and manage your participation in
the Plan. You understand that you may, at any time, view Data, request
additional information about the storage and processing of Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing the Company153s Corporate Secretary.
You understand, however, that refusing or withdrawing your consent may affect
your ability to participate in the Plan. For more information on the
consequences of your refusal to consent or withdrawal of consent, you understand
that you may contact the Company153s Corporate Secretary.

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11. Electronic Delivery and Participation. The Company may, in its
sole discretion, decide to deliver any documents related to current or future
participation in the Plan by electronic means or request that you consent to
participate in the Plan by electronic means. You hereby consent to receive such
documents by electronic delivery and agree to participate in the Plan through an
online or electronic system established and maintained by the Company or any
third party designated by the Company.

12. Notices. Any notices provided for in your Award or the Plan shall
be given in writing and shall be deemed effectively given upon receipt or, in
the case of notices delivered by the Company to you, five (5) days after deposit
in the United States mail, postage prepaid, addressed to you at the last address
you provided to the Company. Any such notices from the Company to you may also
be delivered to you at the last email address you provided to the Company.

13. Choice of Law and Venue. The Award is governed by, and subject to,
the laws of the State of California, without regard to such state153s conflict of
laws rules, as provided in the Plan. For purposes of litigating any dispute that
arises directly or indirectly from the relationship of the parties evidenced by
this Award, the parties hereby submit to and consent to the exclusive
jurisdiction of the State of California and agree that such litigation shall be
conducted only in the courts of Santa Clara County, California, or the federal
courts for the United States for the Northern District of California, and no
other courts, where this Award is made and/or to be performed.

14. Imposition of Other Requirements. The Company reserves the right
to impose other requirements on the Award and the Shares acquired under the
Plan, to the extent the Company determines it is necessary or advisable in order
to comply with applicable laws with regard to the acquisition, issuance or sale
of the Shares or facilitate the administration of the Plan, and to require you
to sign any additional agreements or undertakings that may be necessary to
accomplish the foregoing.

15. Amendments. The Committee at any time, and from time to time, may
amend the terms of the Award; provided, however, that the rights under any Award
shall not be materially impaired by any such amendment unless (a) the Company
requests your consent and (b) you consent in writing.

16. Language. If you have received this Agreement or any other
document related to the Plan 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.

17. 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.

18. Acknowledgements. By indicating acceptance of the Award through
the Company153s online acceptance procedure, you acknowledge that: (a) you have
received, and understand and agree to the terms of, this Agreement and the Plan
(including any exhibits to each document), (b) you accept the Award 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 you and the Company
regarding the rights to acquire the Shares subject to this Award and supersede
all prior oral and written agreements with respect thereto.

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