EXHIBIT 10.23
SEAGATE TECHNOLOGY
2004 STOCK COMPENSATION
PLAN
RESTRICTED STOCK UNIT
AGREEMENT
(with acknowledgement of
Compensation Recovery Policy)
Seagate Technology (the
“Company”) has awarded you Restricted Stock Units,
pursuant to the provisions of the Company’s 2004 Stock
Compensation Plan (the “Plan”), the Restricted Stock
Unit Grant Notice (including any attachments thereto, “Grant
Notice”) and this Restricted Stock Unit 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 U NITS . You
are entitled to the aggregate number of restricted stock units (the
“Restricted Stock Units”) specified in your Grant
Notice pursuant to the terms and conditions of this Agreement. Each
restricted stock unit represents the right to receive one share of
the Company’s Common Stock (the “Common Stock”),
subject to the terms and conditions set forth in the Grant Notice,
this Agreement, and the Plan, each as amended from time to
time.
2. V ESTING & S ETTLEMENT . Subject to the limitations contained herein, the
Restricted Stock Units 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”). Upon the vesting of any
Restricted Stock Units, as promptly as is reasonably practicable,
shares of Common Stock shall be issued to you and the Company shall
deliver to you a stock certificate or other appropriate
documentation evidencing the number of shares of Common Stock of
the Company issued in settlement of such vested Restricted Stock
Units. Notwithstanding anything to the contrary, the settlement of
the Restricted Stock Units shall be conditioned upon your making
adequate provision for federal, state or other tax withholding
obligations, if any, which arise upon the settlement of the
Restricted Stock Units.
3. T ERMINATION . In
the event your Termination, you shall forfeit any or all of the
Restricted Stock Units that have not vested as of the date of
Termination.
4. R IGHTS AS H OLDER OF R ESTRICTED S TOCK U NITS .
You shall have no rights as a stockholder of the Company with
respect to your Restricted Stock Units until the date of issuance
to you of a certificate or other evidence of ownership representing
Common Stock of the Company.
5. N UMBER OF S HARES .
The number of shares of Common Stock subject to your Restricted
Stock Unit Award may be adjusted from time to time for changes in
capitalization, as provided in Article XIII of the Plan.
6. 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.
7. 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.
8. T RANSFERABILITY . The
Restricted Units 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.
9. A WARD NOT A S ERVICE C ONTRACT . Your Award is not an employment or service
contract, and nothing in your Award shall be deemed to create in
any way whatsoever any obligation on your part to continue in the
employ of the Company or an Affiliate, or on the part of the
Company or an Affiliate to continue your employment. In addition,
nothing in your Award shall obligate the Company or an Affiliate,
their respective shareholders, boards of directors, Officers or
Employees to continue any relationship that you might have as an
Employee, Director or Consultant for the Company or an
Affiliate.
10. T AX C ONSEQUENCES . Set forth below is a brief summary as of the
Grant Date of certain United States federal income tax consequences
of the award of Restricted Units. THIS SUMMARY DOES NOT ADDRESS
EMPLOYMENT, SPECIFIC STATE, LOCAL OR FOREIGN TAX CONSEQUENCES THAT
MAY BE APPLICABLE TO YOU. YOU UNDERSTAND THAT THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THAT THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE.
(a) You shall recognize ordinary income at the time
or times your Restricted Units vest and are settled by delivery of
the shares subject thereto to you in an amount equal to
the fair market value of such shares on each such settlement
date and the Company shall be required to collect all the
applicable withholding taxes with respect to such
income.
(b) You will be solely responsible for the payment
of all U.S. federal income and other taxes, including any state,
local or non-U.S. income or employment tax obligation that may be
related to the Shares, including any such taxes that are required
to be withheld and paid over to the applicable tax authorities (the
“Tax Withholding Obligation”).
(c) Unless the Company, in its sole discretion,
chooses to satisfy the Tax Withholding Obligation by some other
means in accordance with clause (d) below, your acceptance of
this Agreement constitutes your instruction and authorization to
the Company and any brokerage firm determined acceptable to the
Company for such purpose to sell on your behalf a whole number of
shares from those shares issuable to you upon settlement of the
Restricted Stock Units as the Company determines to be appropriate
to generate cash proceeds sufficient to satisfy the applicable Tax
Withholding Obligation. Such shares will be sold on the day the Tax
Withholding Obligation
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