{"id":40333,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-share-unit-agreement-outside-directors-seagate.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-share-unit-agreement-outside-directors-seagate","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-share-unit-agreement-outside-directors-seagate.html","title":{"rendered":"Restricted Share Unit Agreement – Outside Directors – Seagate Technology Inc."},"content":{"rendered":"

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY<\/strong><\/p>\n

2012 EQUITY INCENTIVE PLAN<\/strong><\/p>\n

RESTRICTED SHARE UNIT AGREEMENT<\/strong><\/p>\n

(OUTSIDE DIRECTORS)<\/strong><\/p>\n

1. Grant of Restricted Share Units<\/u>. Seagate Technology Public Limited
\nCompany, a public company incorporated under the laws of the Republic of Ireland
\nwith limited liability (the “Company”), hereby grants to you (the Participant
\nnamed in Section 2 below) the number of Restricted Share Units set forth in
\nSection 2 below subject to the terms and conditions of the Seagate Technology
\nPublic Limited Company 2012 Equity Incentive Plan, as may be amended from time
\nto time and including any exhibits thereto (the “Plan”) and this Restricted
\nShare Unit Agreement, including any exhibits hereto (the “Agreement”)
\n(collectively, the “Award”). In the event of a conflict between the terms of the
\nPlan and the terms of this Agreement, the terms of the Plan shall govern. Unless
\notherwise defined in this Agreement, any capitalized term used in this Agreement
\nshall have the meaning assigned to such term in the Plan.<\/p>\n

2. Award Terms<\/u>. Subject to further detail included in this Agreement,
\nthe key terms related to the Award are as follows:<\/p>\n

(a) Participant<\/u>.<\/p>\n

(b) Global ID Number<\/u>.<\/p>\n

(c) Date of Grant<\/u>.<\/p>\n

(d) Grant Number<\/u>.<\/p>\n

(e) Number of Restricted Share Units<\/u>.<\/p>\n

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

3. Vesting and Settlement<\/u>.<\/p>\n

(a) Subject to Sections 3(b), 3(c) and 3(d) below, the Restricted Share Units
\nwill vest as provided in Section 2 above.<\/p>\n

(b) In the event of your termination of Continuous Service on account of your
\ndeath, a pro-rata portion of the Restricted Share Units shall vest, based upon
\nthe number of days between the Date of Grant and the date of such termination.\n<\/p>\n

(c) In the event of a Change of Control, the Restricted Share Units shall
\nvest immediately prior to the consummation of the Change of Control, so long as
\nyour termination of Continuous Service has not previously occurred.<\/p>\n

(d) In the event of your termination of Continuous Service for any other
\nreason, you shall forfeit any and all Restricted Share Units that have not
\nvested as of the date of such termination.<\/p>\n

\n

<\/p>\n

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

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

5. Shareholder Rights<\/u>. You shall not be, nor have any of the rights or
\nprivileges of, a shareholder of the Company in respect of the Shares subject to
\nthe Restricted Share Units unless and until such Shares have been issued by the
\nCompany to you. No adjustment will be made for a dividend or other right for
\nwhich the record date is prior to the date the Shares are issued, except as
\nprovided in Article 12 of the Plan.<\/p>\n

6. Transferability<\/u>. The Restricted Share Units may not be assigned,
\nalienated, pledged, attached, sold or otherwise transferred or encumbered by you
\nother than by will or by the laws of descent and distribution, and any such
\npurported assignment, alienation, pledge, attachment, sale, transfer or
\nencumbrance shall be void and unenforceable against the Company or any
\nAffiliate.<\/p>\n

7. Responsibility for Taxes<\/u>.<\/p>\n

(a) Regardless of any action the Company takes with respect to any or all
\nincome tax, social insurance, payment on account or other tax-related items
\nrelated to your participation in the Plan and legally applicable to you
\n(“Tax-Related Items”), you acknowledge that the ultimate liability for all
\nTax-Related Items is and remains your responsibility and may exceed the amount,
\nif any, withheld by the Company. You further acknowledge that the Company (i)
\nmakes no representations or undertakings regarding the treatment of any
\nTax-Related Items in connection with any aspect of the Award, including, but not
\nlimited to, the grant, vesting or settlement of the Restricted Share Units, the
\nissuance of Shares, the subsequent sale of Shares acquired pursuant to such
\nissuance and the receipt of any dividends; and (ii) does not commit to and is
\nunder no obligation to structure the terms of the grant or any aspect of the
\nAward to reduce or eliminate your liability for Tax-Related Items or achieve any
\nparticular tax result. Further, if you are subject to Tax-Related Items in more
\nthan one jurisdiction (or have become subject to Tax-Related Items in more than
\none jurisdiction between the Date of Grant and the date of any relevant taxable
\nor tax withholding event, as applicable), you acknowledge that the Company may
\nbe required to withhold or account for Tax-Related Items in more than one
\njurisdiction.<\/p>\n

(b) Your acceptance of this Agreement constitutes your instruction and
\nauthorization to the brokerage firm designated by the Company for such purpose
\nto sell on your<\/p>\n

2<\/p>\n

\n

<\/p>\n

behalf the number of whole Shares from those Shares issuable to you upon
\nsettlement of the Restricted Share Units as the Company determines to be
\nappropriate to generate cash proceeds sufficient to satisfy any applicable
\nwithholding obligation for Tax-Related Items. Such Shares will be sold on the
\nday the Tax-Related Items are determined or as soon thereafter as practicable.
\nYou will be responsible for all brokers153 fees and other costs of sale, which
\nfees and costs may be deducted from the proceeds of the foregoing sale of
\nShares, and you agree to indemnify and hold the Company and any brokerage firm
\nselling such Shares harmless from any losses, costs, damages, or expenses
\nrelating to any such sale. To the extent the proceeds of such sale exceed your
\nTax-Related Items, such excess cash will be deposited into the securities
\naccount established with the brokerage firm for the settlement of your
\nRestricted Share Units. You acknowledge that the broker or its designee is under
\nno obligation to arrange for such sale at any particular price, and that the
\nproceeds of any such sale may not be sufficient to satisfy your Tax-Related
\nItems.<\/p>\n

(c) To avoid negative accounting treatment, the Company may withhold or
\naccount for Tax-Related Items by considering applicable minimum statutory
\nwithholding amounts or other applicable withholding rates.<\/p>\n

(d) The Company may refuse to issue or deliver the Shares or the proceeds of
\nthe sale of Shares unless and until you have complied with your obligations
\nrelated to the Tax-Related Items described in this Section 7.<\/p>\n

8. Nature of the Award<\/u>. In accepting the Award, you acknowledge,
\nunderstand and agree that:<\/p>\n

(a) the Plan is established voluntarily by the Company, it is discretionary
\nin nature and it may be amended, suspended or terminated by the Company at any
\ntime;<\/p>\n

(b) the Award is voluntary and occasional and does not create any contractual
\nor other right to receive future awards of Restricted Share Units, or benefits
\nin lieu of Restricted Share Units, even if Restricted Share Units have been
\nawarded repeatedly in the past;<\/p>\n

(c) all decisions with respect to future Restricted Share Unit awards, if
\nany, will be at the sole discretion of the Company;<\/p>\n

(d) you are voluntarily participating in the Plan;<\/p>\n

(e) your participation in the Plan shall not create any right to continue to
\nserve the Company in the capacity in effect at the Date of Grant and will not
\naffect the right of the Company to terminate your service as a Director pursuant
\nto the Memorandum and Articles of Association of the Company and any applicable
\nprovisions of the laws of the Republic of Ireland;<\/p>\n

(f) because you are not an employee of the Company, the Award will not be
\ninterpreted to form an employment or service contract or relationship with the
\nCompany or any Affiliate;<\/p>\n

(g) the future value of the underlying Shares is unknown and cannot be
\npredicted with certainty; and<\/p>\n

3<\/p>\n

\n

<\/p>\n

(h) no claim or entitlement to compensation or damages shall arise from
\nforfeiture of the Award resulting from termination of your Continuous Service
\nand in consideration of the Award to which you are otherwise not entitled, you
\nirrevocably agree never to institute any claim against the Company, waive your
\nability, if any, to bring any such claim, and release the Company from any such
\nclaim; if, notwithstanding the foregoing, any such claim is allowed by a court
\nof competent jurisdiction, then, by participating in the Plan, you shall be
\ndeemed irrevocably to have agreed not to pursue such claim and agree to execute
\nany and all documents necessary to request dismissal or withdrawal of such
\nclaims.<\/p>\n

9. No Advice Regarding Grant<\/u>.<\/strong> The Company is not
\nproviding any tax, legal or financial advice, nor is the Company making any
\nrecommendations regarding your participation in the Plan, or your acquisition or
\nsale of the underlying Shares. You are hereby advised to consult with your own
\npersonal tax, legal and financial advisors regarding your participation in the
\nPlan before taking any action related to the Plan.<\/p>\n

10. Data Privacy<\/u><\/em><\/strong>. You hereby
\nexplicitly and unambiguously consent to the collection, use, processing and
\ntransfer, in electronic or other form, of your personal data as described in
\nthis Agreement and any other Award materials by and among the Company and its
\nAffiliates (whether inside or outside the European Economic Area) for the
\nexclusive purpose of implementing, administering and managing your participation
\nin the Plan.<\/em><\/strong><\/p>\n

You understand that the Company and its Affiliates may hold
\ncertain personal information about you, including, but not limited to, your
\nname, home address and telephone number, date of birth, social insurance number
\nor other identification number, salary, nationality, job title, any shares or
\ndirectorships held in the Company, details of all Restricted Share Units or any
\nother entitlement to shares awarded, canceled, exercised, vested, unvested or
\noutstanding in your favor, for the exclusive purpose of implementing,
\nadministering and managing the Plan (“Data”).<\/em><\/strong><\/p>\n

You understand that Data will be transferred to a brokerage firm
\nor share plan service provider designated by the Company which is assisting the
\nCompany with the implementation, administration and management of the Plan. You
\nunderstand that the recipients of Data may be located in the United States or
\nelsewhere, and that the recipients153 country (e.g., the United States) may have
\ndifferent data privacy laws and protections than your country. You understand
\nthat you may request a list with the names and addresses of any potential
\nrecipients of Data by contacting the Company153s Corporate Secretary. You
\nauthorize the Company, any Company-designated brokerage firm or share plan
\nservice provider and any other possible recipients which may assist the Company
\n(presently or in the future) with implementing, administering and managing the
\nPlan to receive, possess, use, retain, process and transfer Data, in electronic
\nor other form, for the sole purpose of implementing, administering and managing
\nyour participation in the Plan. You understand that Data will be held only as
\nlong as is necessary to implement, administer and manage your participation in
\nthe Plan. You understand that you may, at any time, view Data, request
\nadditional information about the storage and processing of Data, require any
\nnecessary amendments to Data or refuse or withdraw the consents herein, in any
\ncase without cost, by contacting in writing the Company153s Corporate Secretary.
\nYou understand, however, that refusing or withdrawing your consent may affect
\nyour ability to participate in the Plan. For more information on the
\nconsequences of your refusal to consent or withdrawal of consent, you understand
\nthat you may contact the Company153s Corporate Secretary.<\/em><\/strong><\/p>\n

4<\/p>\n

\n

<\/p>\n

11. Electronic Delivery and Participation<\/u>. The Company may, in its
\nsole discretion, decide to deliver any documents related to current or future
\nparticipation in the Plan by electronic means or request that you consent to
\nparticipate in the Plan by electronic means. You hereby consent to receive such
\ndocuments by electronic delivery and agree to participate in the Plan through an
\nonline or electronic system established and maintained by the Company or any
\nthird party designated by the Company.<\/p>\n

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

13. Choice of Law and Venue<\/u>. The Award is governed by, and subject to,
\nthe laws of the State of California, without regard to such state153s conflict of
\nlaws rules, as provided in the Plan. For purposes of litigating any dispute that
\narises directly or indirectly from the relationship of the parties evidenced by
\nthis Award, the parties hereby submit to and consent to the exclusive
\njurisdiction of the State of California and agree that such litigation shall be
\nconducted only in the courts of Santa Clara County, California, or the federal
\ncourts for the United States for the Northern District of California, and no
\nother courts, where this Award is made and\/or to be performed.<\/p>\n

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

15. Amendments<\/u>. The Committee at any time, and from time to time, may
\namend the terms of the Award; provided, however, that the rights under any Award
\nshall not be materially impaired by any such amendment unless (a) the Company
\nrequests your consent and (b) you consent in writing.<\/p>\n

16. Language<\/u>. If you have received this Agreement or any other
\ndocument related to the Plan translated into a language other than English and
\nif the meaning of the translated version is different than the English version,
\nthe English version will control.<\/p>\n

17. Severability<\/u>. The provisions of this Agreement are severable and
\nif any one or more provisions are determined to be illegal or otherwise
\nunenforceable, in whole or in part, the remaining provisions shall nevertheless
\nbe binding and enforceable.<\/p>\n

18. Acknowledgements<\/u>. By indicating acceptance of the Award through
\nthe Company153s online acceptance procedure, you acknowledge that: (a) you have
\nreceived, and understand and agree to the terms of, this Agreement and the Plan
\n(including any exhibits to each document), (b) you accept the Award on the terms
\nand conditions set forth in this Agreement and the Plan (including any exhibits
\nto each document), and (c) this Agreement and the Plan (including any exhibits
\nto each document) set forth the entire understanding between you and the Company
\nregarding the rights to acquire the Shares subject to this Award and supersede
\nall prior oral and written agreements with respect thereto.<\/p>\n

5<\/p>\n

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