Exhibit
10.19


 


SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

2004 SHARE COMPENSATION PLAN


 


RESTRICTED
SHARE UNIT AGREEMENT

(with acknowledgement of Compensation Recovery Policy)


 


Seagate Technology plc, a
public company incorporated under the laws of the Republic of Ireland with
limited liability (the “Company”) has awarded you Restricted Share Units,
pursuant to the provisions of the Company’s 2004 Share Compensation Plan (the “Plan”)
and this Restricted Share Unit Agreement (including any attachments hereto, the
“Agreement”) (collectively, the “Award”). Defined terms not explicitly defined
in this Agreement but defined in the Plan shall have the same definitions as in
the Plan.


 


The details of your Award
are as follows:


 


1.             AWARD TERMS.  Subject to further detail included in the
Agreement, below are the key terms related to the Award:


 


(a)           Participant.


 


(b)           Global ID Number.


 


(c)           Date of Grant.


 


(d)           Grant Number.


 


(e)           Vesting Commencement Date.


 


(f)            Number of Restricted Share
Units.


 


(g)           Vesting Schedule.  1/4th of the Restricted Share Units vest each
year on the first four anniversaries of the Vesting Commencement Date, subject
to your Continuous Service. 
Notwithstanding the foregoing, in the event of your termination of
Continuous Service on account of your death, you shall be deemed to have
completed an additional year of service as of the termination date.


 


2.             GRANT OF
RESTRICTED SHARE UNITS.  You
are entitled to the aggregate number of restricted share units (the “Restricted
Share Units”) specified in Section 1, above, pursuant to the terms and
conditions of this Agreement.  Each
Restricted Share Unit represents the right to receive one Share, subject to the
terms and conditions set forth in this Agreement and the Plan, each as amended
from time to time.


 


If
you relocate to another country, any special terms and conditions applicable to
Restricted Share Unit Awards granted in such country will apply to you, to the
extent the Company determines that the application of such terms and conditions
is necessary or advisable in order to comply with local law or facilitate the
administration of the Plan.


 


In
addition, the Company reserves the right to impose other requirements on the
Award and any Shares acquired under the Plan, to the extent the Company
determines it is necessary or advisable in order to comply with local law 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.


 


3.             VESTING &
SETTLEMENT.  Subject to the
limitations contained herein, the Restricted Share Units will vest as provided
in Section 1, above, provided that vesting will cease upon the termination
of your Continuous Service (“Termination”). 
Upon the vesting of any Restricted Share Units, as promptly as is
reasonably practicable, Shares (which shall be fully paid up) 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.  Notwithstanding anything to
the contrary, the settlement of the Restricted Share Units shall be conditioned
upon your making adequate provision for Tax-Related Items, as discussed in Section 11,
below.


 


4.             TERMINATION.  In the event of your Termination,
you shall forfeit any or all of the Restricted Share Units that have not vested
as of the date of Termination.


 


5.             RIGHTS AS
HOLDER OF RESTRICTED SHARE UNITS.  You shall have no rights as a shareholder of
the Company with respect to your Restricted Share Units until the date of
issuance to you of evidence of ownership representing the Shares.


 


6.             NUMBER OF
SHARES.  The number of Shares subject
to your Restricted Share Unit Award may be adjusted from time to time for
changes in capitalization, as provided in Article XIV of the Plan.


 


7.             SEAGATE
TECHNOLOGY PUBLIC LIMITED COMPANY COMPENSATION RECOVERY FOR FRAUD OR MISCONDUCT
POLICY.  The Participant hereby
acknowledges and agrees that the Participant and the award evidenced by this
Agreement are subject to the Seagate Technology Public Limited Company 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.


 


8.             SECURITIES
LAW COMPLIANCE.  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.


 


9.             TRANSFERABILITY.  The Restricted Share Units
may not be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by you 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.


 


10.          AWARD NOT A SERVICE CONTRACT.  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.


 


11.          RESPONSIBILITY FOR TAXES.


 


(a)           Regardless of any action the Company or your employer (the “Employer”)
take with respect to any or all income tax, social insurance, payroll tax,
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 actually withheld by the Company or
the Employer.  You further acknowledge
that the Company and/or the Employer (1) make 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 (2) do not commit to and are 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 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  and/or
the Employer (or former employer, as applicable) may be required to withhold or
account for Tax-Related Items in more than one jurisdiction.


 


(b)           Unless the Company, in its sole discretion, chooses to satisfy any
withholding obligation on the part of the Company and/or the Employer with
respect to the Tax-Related Items by some other means in accordance with clause (c) 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 Share Units
as the Company determines to be appropriate to generate cash proceeds
sufficient to satisfy any such applicable withholding obligation.  Such Shares will be sold on the day the
Tax-Related Items are to be determined or as soon thereafter as practicable.  You will be responsible for all brokers’ 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 service provider for the
settlement of your Restricted Share Units. 
You acknowledge that the Company 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.  Accordingly, you agree to pay to the Company
as soon as practicable, including through additional payroll withholding, any
amount of the Tax-Related Items that is not satisfied by the sale of Shares
described above.


 


(c)           At any time before any taxable or tax
withholding event, the Company may, in its sole discretion, elect to satisfy
any withholding obligation with respect to the Tax-Related Items through Share withholding pursuant to this clause (c).  As such, to the extent the Company makes such
an election, you hereby authorize the Company to withhold Shares otherwise
deliverable upon settlement of the Restricted Share Units having a Fair Market
Value on the date of settlement equal to the amount sufficient to satisfy the
Tax-Related Items.  Alternatively, or in
addition, the Company may, in its sole discretion, elect to satisfy any
withholding obligation with 


 

















 


respect
to the Tax-Related Items by withholding from your wages or other cash
compensation to be paid to you by the Employer, the Company or any Affiliate.


 


(d)           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.  If the obligation for Tax-Related Items is
satisfied by withholding in Shares, for tax purposes, you will be deemed to
have been issued the full number of Shares subject to the vested Restricted
Share Units, notwithstanding that a number of the Shares are held back solely
for the purpose of paying the Tax-Related Items due as a result of any aspect
of your participation in the Plan.


 


(e)           Finally, you shall pay to the Company or the Employer any amount
of Tax-Related Items that the Company or the Employer may be required to
withhold or account for as a result of your participation in the Plan that
cannot be satisfied by the means previously described.  The Company may refuse to issue or deliver
the Shares or the proceeds of the sale of Shares, if you fail to comply with
your obligations in connection with the Tax-Related Items.


 


12.          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 modified, 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)           the Award and any Shares subject to the Award are an extraordinary
item that does not constitute compensation of any kind for services of any kind
rendered to the Company or the Employer, and which is outside the scope of your
employment or service contract, if any;


 


(f)            the Award and any Shares subject to the Award are not intended to
replace any pension rights or compensation;


 


(g)           the Award and any Shares subject to the Award are not part of
normal or expected compensation or salary for any purposes, including, but not
limited to, calculating any severance, resignation, termination, redundancy,
dismissal, end of service payments, bonuses, long-service awards, pension or
retirement or welfare benefits or similar payments and in no event should be
considered as compensation for, or relating in any way to, past services for
the Company, the Employer or any Affiliate;


 


(h)           the Award and your participation in the Plan will not be
interpreted to form an employment or service contract or relationship with the
Company or any Affiliate;


 


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


 

















 


(j)            no claim or entitlement to compensation or damages shall arise
from forfeiture of the Award resulting from termination of your employment by
the Company or the Employer (for any reason whatsoever and whether or not in
breach of local labor laws), and in consideration of the Award to which you are
otherwise not entitled, you irrevocably agree never to institute any claim
against the Company or the Employer, waive your ability, if any, to bring any
such claim, and release the Company and the Employer 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;


 


(k)           in the event of the termination of your Continuous Service
(whether or not in breach of local labor laws), your right to vest in the
Restricted Share Units under the Plan, if any, will terminate effective as of
the date that you are no longer actively employed and will not be extended by
any notice period mandated under local law (e.g., active
employment would not include a period of “garden leave” or similar period
pursuant to local law); the Committee shall have the exclusive discretion to
determine when you are no longer actively employed for purposes of the Award;
and


 


(l)            the Award and the benefits under the Plan, if any, will not
necessarily transfer to another company in the case of a merger, take-over or
transfer of liability.


 


13.          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.


 


14.          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, as applicable, the Employer, 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 the Employer 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
recipients’ 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 your local human resources
representative.  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 your local
human resources representative.  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 your local human resources
representative.


 


15.          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
through the Company’s electronic mail system (during your Continuous Service) or
at the last email address you provided to the Company (after termination of
your Continuous Service).


 


16.          MISCELLANEOUS.


 


(a)           The rights and obligations of the Company
under your Award shall be transferable by the Company to any one or more
persons or entities, and all covenants and agreements hereunder shall inure to
the benefit of, and be enforceable by the Company’s successors and assignees.


 


(b)           You agree upon request to execute any further
documents or instruments necessary or desirable in the sole determination of
the Company to carry out the purposes or intent of your Award.


 


(c)           You acknowledge and agree that you have
reviewed your Award in its entirety, have had an opportunity to obtain the
advice of counsel prior to executing and accepting your Award and fully
understand all provisions of your Award.


 


17.          GOVERNING PLAN DOCUMENT.  Your Award is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your Award, and
is further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted pursuant to
the Plan. In the event of any conflict between the provisions of your Award and
those of the Plan, the provisions of the Plan shall control.


 


18.          CHOICE OF LAW AND VENUE.  The Award is governed by, and subject to, the
laws of the State of California, without regard to such state’s 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.


 

















 


19.          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.


 


20.          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.


 


21.          ADDITIONAL TERMS/ACKNOWLEDGEMENTS.  You acknowledge receipt
of, and understand and agree to the terms of, this Agreement and the Plan
(including any exhibits to each document). 
You further acknowledge that this Agreement and the Plan (including any
exhibits to each document) set forth the entire understanding between you and
the Company regarding the acquisition of the Shares subject to this Award and
supersede all prior oral and written agreements with respect thereto,
including, but not limited to, any other agreement or understanding between you
and the Company or an Affiliate relating to your Continuous Service and any
termination thereof, compensation, or rights, claims or interests in or to the
Shares.


 


You also acknowledge that, unless you
specifically request (or have in the past specifically requested) to receive
communications regarding the Plan and this Award in paper form, you agree to
receive all communications regarding the Plan and this Award (including but not
limited to the Plan Prospectus) by electronic delivery through an online or
electronic system established and maintained by the Company or a third party
designated by the Company (currently through the Morgan Stanley Smith Barney
Corporate Benefits website at www.benefitaccess.com, which you may easily
access and understand how to access, review and print the communications posted
thereon).  Further, if requested, you
agree to participate in the Plan through such an online or electronic
system.  In addition, you understand that
it is your responsibility to notify the Company of any changes to your mailing
address so that you may receive any shareholder information to be delivered by
regular mail.


 

















 


EXHIBIT A


 


SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY COMPENSATION
RECOVERY FOR FRAUD OR MISCONDUCT POLICY


Effective January 29, 2009


 


The Seagate Technology
Public Limited Company Compensation Recovery for Fraud or Misconduct Policy is
intended to support accurate disclosure by recovering compensation paid to an
executive covered by this policy where such compensation was based on
incorrectly reported financial results due to the fraud or willful misconduct
of the executive who received such compensation.


 


Employees
Covered:


 


“Executive” is defined as
U.S. employees of Seagate Technology plc, a public company incorporated under
the laws of the Republic of Ireland with limited liability, or one of its
subsidiaries (the “Company”) at the Senior Vice President level or above and
any other officers subject to Section 16 of the Securities Exchange Act of
1934, as amended.


 


Compensation
Covered:


 


The repayment and other
obligations of an Executive described in this policy apply to any bonus paid,
share grant issued (whether or not vested) and/or vested during the covered
period, or share option exercised during the covered period, defined as the
period commencing with the later of the effective date of this policy or the
date that is four years prior to beginning of the fiscal year in which a
restatement is announced and ending on the date recovery is sought pursuant to
this policy; provided, however, that in no event shall this policy apply to any
share or option award granted before the effective date of this policy.


 


Fraud or
Misconduct:


 


For the purposes of this
policy, “Fraud” or “Misconduct” shall mean any of the following events that are
significant contributing factors to a restatement of the Company’s financial
results, as determined pursuant to “Determination of Fraud or Misconduct”,
below: (A) embezzlement or theft by the Executive, (B) the commission
of any act or acts on the Executive’s part resulting in the conviction (or plea
of guilty or nolo contendere) of such Executive of a felony under the laws of
the United States or any state (or equivalent law of any jurisdiction outside
of the United States), (C) Executive’s willful malfeasance or willful
misconduct in connection with Executive’s financial reporting obligations for
the Company, or (D) Executive’s other misrepresentation, act, or omission
which is materially injurious to the Company’s financial reporting obligations.


 


Recovery
Event:


 


A recovery event occurs
when:


 


·                  The Company issues a
restatement of financial results, and


 


·                  The independent members of
the Board of Directors determine in good faith that the Fraud or Misconduct of
an Executive covered by this policy was a significant contributing factor to
such restatement, and


 

















 


·                  During the covered period, (i) some
or all of a bonus previously paid or performance-based share grant that vested
prior to such restatement, in either case, having a value of at least $100,000,
would not have been paid or become vested, as applicable, based upon the
restated financial results, (ii) the Executive exercised one or more share
options, sold the Company’s shares acquired upon such exercises and in the
aggregate realized proceeds of at least $100,000 or (iii) the Executive
sold the Company’s shares attributable to one or more non-performance-based
share grants and in the aggregate realized proceeds of at least $100,000.


 


Determination
of Fraud or Misconduct:


 


The determination of whether
an Executive’s Fraud or Misconduct was a significant contributing factor to the
Company’s restatement of financial results shall only be made by the
affirmative vote of a majority of all of the independent members of the Board
at an in-person meeting of the independent members of the Board called and held
for such purpose (after reasonable notice is provided to the Executive and the
Executive, with or without legal counsel, is given an opportunity to be heard
at such meeting).  Any determination by
the Board pursuant to this policy shall be subject to the Executive’s right to
review by an arbitrator pursuant to procedures set forth in the Seagate
Executive Severance and Change of Control Plan, a copy of which is attached
hereto.


 


Repayment
Obligation:


 


Upon receiving from the
Company the revised calculations and determination of the independent members
of the Board of Directors setting forth the amount of a previously paid bonus
or bonuses that would not have been paid and/or a performance-based share grant
or grants that would not have vested, in all cases based upon the restated
financial results, and/or the proceeds of sales of shares acquired upon the
exercise of share options or following the vesting of any non-performance-based
share grants, the affected Executive will be required to deliver, within 30 days
of such written notification of the amount due, to the Company an amount in
equal to: (i) the bonus payments that would not have been made during the
covered period had the restated financial results been used to determine such
bonus awards; (ii) with respect to a performance-based share grant that
was issued and/or vested during the covered period, an amount in cash or
equivalent value in the Company’s shares (or a combination of the two) equal to
the net proceeds realized by the Executive upon the issuance and, if
applicable, subsequent sale of any shares that would not have been issued or
vested based upon the restated financial results; (iii) with respect to
any share option that was exercised during the covered period, an amount in
cash equal to the net proceeds realized by the Executive upon the sale during
the covered period of some or all of the shares acquired upon the exercise of
such share option; and (iv) with respect to the sale of shares following
the vesting of any non-performance-based share grant, an amount in cash
determined by the independent members of the Board of Directors to be
attributable to the Executive’s Fraud or Misconduct.  The Executive shall also immediately comply
with any instructions delivered by the Company with respect to any of the
Company’s shares that have not yet been sold or otherwise disposed of and would
not have been issued or vested based upon the restated financial results.  For this purpose, “net proceeds” shall be net
of any brokerage commissions and amounts paid to the Company to satisfy the
aggregate exercise price and/or tax withholding obligations paid in respect of
the award.  With respect to amounts to be
paid in cash, the form of payment may be a certified cashier check, money
transfer, or other method as approved by the Board of Directors.


 


Other Terms:


 


The Company shall be able to
enforce the repayment obligation described in this policy by all legal means
available, including, without limitation, by withholding such amount from other
sums owed to the affected Executive.