EXHIBIT 10.17
SEAGATE TECHNOLOGY
2004 STOCK COMPENSATION
PLAN
PERFORMANCE SHARE 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 Performance
Share Bonus Grant Notice (including any attachments thereto,
“Grant Notice”) and this Performance Share 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 P ERFORMANCE S HARES . You
are entitled to the aggregate number of shares of Common Stock (the
“Performance 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
Performance Shares, for use by the Escrow Agent pursuant to the
terms of the Joint Escrow Instructions (as further described in
Section 2(d) below). Notwithstanding anything herein to the
contrary, your Award is subject to and contingent upon the approval
of the Company’s shareholders at the Company’s 2007
annual general meeting of shareholders of certain amendments to the
Plan as previously approved by the Committee (subject to
shareholder approval) and to be presented to shareholders at such
meeting. If the Company’s shareholders do not approve the
amendments to the Plan presented to shareholders at the
Company’s 2007 annual general meeting of shareholders, this
Award will be forfeited in its entirety at that time and be of no
further force or effect.
2. V ESTING & C OMPANY ’ S R EPURCHASE R IGHT .
(a) Subject to the limitations contained herein, the
Performance Shares will vest as provided in Schedule A to the Grant
Notice, provided that, except as set forth in Schedule A to
the Grant Notice, 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 Performance 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 Performance 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 Performance 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 Performance
Shares on that
date, the vesting of those Performance 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 Performance 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 Performance 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 Performance Shares that
have not yet vested in accordance with the Grant Notice (after
taking into account any accelerated vesting as a result of such
Termination) (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
Performance 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
Performance Shares, certificates or dividends.
(c) Immediately following the 7th anniversary of the
Vesting Commencement Date the Company shall automatically reacquire
without payment of any consideration by the Company all of the
Performance Shares that have not yet vested on or prior to the 7th
anniversary of the Vesting Commencement Date in accordance with the
Grant Notice, and any and all accrued but unpaid dividends paid or
payable with respect to such Performance Shares 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 Performance Shares,
certificates or dividends.
(d) 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.
(e) Subject to the provisions of your Award, you
shall exercise all rights and privileges of a shareholder of the
Company with respect to the Performance Shares deposited in escrow.
You shall be deemed to be the holder of the Performance Shares for
purposes of receiving any dividends that may be paid with respect
to such Performance Shares and for purposes of exercising any
voting rights relating to such Performance Shares, even if some or
all of such Performance Shares have not yet vested and been
released from the Company’s Repurchase Right.
(f) 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
Performance Shares acquired under your Award shall be immediately
subject to the Repurchase Right with the same force and effect as
the Performance Shares subject to the Repurchase Right immediately
before such event.
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(g) 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 Performance
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 Performance 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
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 A
