EXHIBIT 10.22
SEAGATE TECHNOLOGY
2004 STOCK COMPENSATION
PLAN
RESTRICTED STOCK BONUS
AGREEMENT
(with acknowledgement of
Compensation Recovery Policy)
Seagate Technology (the
“Company”) has awarded you shares of Common Stock of
the Company, pursuant to the provisions of the Company’s 2004
Stock Compensation Plan (the “Plan”), the Restricted
Stock Bonus Grant Notice (including any attachments thereto,
“Grant Notice”) and this Restricted Stock Bonus
Agreement (including any attachments hereto,
“Agreement”) (collectively, the “Award”).
Defined terms not explicitly defined in this Agreement or the
Notice but defined in the Plan shall have the same definitions as
in the Plan.
The details of your Award are as
follows:
1. G RANT OF R ESTRICTED S TOCK . You
are entitled to the aggregate number of restricted shares of Common
Stock (the “Restricted Shares”) specified in your Grant
Notice pursuant to the terms and conditions of this Agreement. You
agree to execute three (3) copies of the Assignment Separate
From Certificate (with date and number of shares blank) in the form
attached to the Grant Notice as Attachment III and one
(1) copy of the Joint Escrow Instructions in the form attached
to the Grant Notice as Attachment IV and to deliver the same to the
Company, along with the certificate or certificates evidencing the
Restricted Shares, for use by the Escrow Agent pursuant to the
terms of the Joint Escrow Instructions (as further described in
Section 2(c) below).
2. V ESTING & C OMPANY ’ S R EPURCHASE R IGHT .
(a) Subject to the limitations contained herein, the
shares you purchase will vest as provided in the Grant Notice,
provided that vesting will cease upon the termination of your
Continuous Service with the Company and its Subsidiaries and
Affiliates (“Termination”). Notwithstanding anything to
the contrary, the vesting of the Restricted Shares shall be
conditioned upon your making adequate provision for federal, state
or other tax withholding obligations, if any, which arise upon the
release of the Restricted Shares from the Company’s
Repurchase Right (as defined in Section 2(b) below) or at the
time a Section 83(b) election (as described in further detail
below) is made, whether by withholding (whether authorized pursuant
to Section 8(b) of this Agreement or otherwise), direct
payment to the Company, the triggering of the automatic sale
provisions of Section 8(d) of this Agreement, or otherwise. In
addition, if on any date on which the shares would otherwise vest
you would be in violation of Rule 10b-5 promulgated under the
Exchange Act if you were to sell any of the shares on that date,
the vesting of those shares shall be delayed until the first date
on which you would no longer be in violation of Rule 10b-5, unless,
prior to the commencement of any trading blackout or closed window
period in effect on the scheduled vesting date, you established an
effective Rule 10b5-1 trading plan that provides for the sale of a
sufficient number of the shares scheduled to vest on such vesting
date to fund the payment of any tax withholding obligations imposed
in connection with the vesting of the shares, which trading plan
remains in effect on the applicable vesting date.
(b) The Company shall, simultaneously with your
voluntary or involuntary Termination for any reason (including
death or Disability), automatically reacquire without payment of
any consideration by the Company all of the Restricted Shares that
have not yet vested in accordance with the Vesting Schedule on the
Grant Notice (the “Repurchase Right”) on the date of
your Termination (the “Termination Date”) and any and
all accrued but unpaid dividends paid or payable with respect to
Restricted Shares that have not yet vested as of the Termination
Date automatically shall be forfeited to the Company without
payment of any consideration by the Company, and neither you nor
any of your successors, heirs, assigns, or personal representatives
shall thereafter have any further rights or interests in such
Restricted Shares, certificates or dividends.
(c) The shares issued under your Award and any
dividends paid thereon shall be held in escrow pursuant to the
terms of the Joint Escrow Instructions attached to the Grant Notice
as Attachment IV.
(d) Subject to the provisions of your Award, you
shall exercise all rights and privileges of a shareholder of the
Company with respect to the Restricted Shares deposited in escrow.
You shall be deemed to be the holder of the Restricted Shares for
purposes of receiving any dividends that may be paid with respect
to such Restricted Shares and for purposes of exercising any voting
rights relating to such Restricted Shares, even if some or all of
such Restricted Shares have not yet vested and been released from
the Company’s Repurchase Right.
(e) If, from time to time, there is any stock
dividend, stock split or other change in the character or amount of
any of the outstanding stock of the corporation the stock of which
is subject to the provisions of your Award, then in such event any
and all new, substituted or additional securities or property to
which you are entitled by reason of your ownership of the
Restricted Shares acquired under your Award shall be immediately
subject to the Repurchase Right with the same force and effect as
the Restricted Shares subject to the Repurchase Right immediately
before such event.
(f) If at any time during the term of the Repurchase
Right, there occurs a Change of Control, then: (i) if there
will be no successor to the Company, the Company shall apply its
Repurchase Right as to all or any portion of the shares then
subject to the Repurchase Right set forth above to the same extent
as if your Termination had occurred on the date preceding the date
of consummation of said event or transaction, or (ii) if there
will be a successor to the Company, the Company shall assign its
Repurchase Right to any successor of the Company, and the
Repurchase Right shall apply in the event of your Termination with
such successor on the same basis as set forth above in
Section 2(b). In that case, references herein to the
“Company” shall be deemed to refer to such successor.
In addition, such successor may elect at the time of the assignment
to purchase all, but not less than all, of the unvested Restricted
Shares held by you at the then current Fair Market Value of the
Company’s Common Stock (or the security into which such
Common Stock has been converted), and the Repurchase Right shall
thereupon immediately lapse as to all such shares.
3. N UMBER OF S HARES . The
number of Restricted Shares subject to your Award may be adjusted
from time to time for changes in capitalization, as provided in
Article XIII of the Plan.
4. S EAGATE T ECHNOLOGY C OMPENSATION R ECOVERY FOR F RAUD OR M ISCONDUCT P OLICY . The
Participant hereby acknowledges and agrees that the Participant
and
2
the award evidenced by this Agreement are
subject to the Seagate Technology Compensation Recovery for Fraud
and Misconduct Policy as in effect from time to time, a current
copy of which is attached hereto as Exhibit A. To the extent the
Participant is subject to the policy, the terms and conditions of
the policy are hereby incorporated by reference into this
Agreement.
5. S ECURITIES L AW C OMPLIANCE . You
will not be issued any shares under your Award unless the shares
are either (a) then registered under the Securities Act or
(b) the Company has determined that such issuance would be
exempt from the registration requirements of the Securities Act.
Your Award must also comply with other applicable laws and
regulations governing the Award, and you will not receive such
shares if the Company determines that such receipt would not be in
material compliance with such laws and regulations.
6. R ESTRICTIVE L EGENDS . The
shares issued under your Award shall be endorsed with appropriate
legends determined by the Company.
7. T RANSFERABILITY . The
Restricted Shares that remain subject to the Company’s
Repurchase Right may not be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by the Participant
without the prior written consent of the Company and any such
purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the
Company or any Affiliate; provided that the designation of a
beneficiary shall not constitute an assignment, alienation, pledge,
attachment, sale, transfer or encumbrance.
8. A WARD NOT A S ERVIC
