Exhibit 10.10


 


SEAGATE TECHNOLOGY


2004 STOCK COMPENSATION PLAN


NOTICE OF RESTRICTED STOCK BONUS GRANT


 


(OUTSIDE DIRECTORS)


 


Seagate Technology, a limited
company domiciled in the Cayman Islands (the “Company”), pursuant to its 2004
Stock Compensation Plan (the “Plan”), hereby grants to Participant the number
of restricted shares of the Company’s Common Stock set forth below (the “Award”).  This Award is subject to all of the terms and
conditions as set forth herein and in the Restricted Stock Bonus Agreement, the
Plan, the form of Assignment Separate from Certificate and the form of Joint
Escrow Instructions, all of which are provided with this Notice of Restricted
Stock Bonus Grant (the “Grant Notice”) and incorporated herein in their
entirety.  Capitalized terms not
otherwise defined in this Grant Notice or the Restricted Stock Bonus Agreement
shall have the same meanings as in the Plan.


 


	
  Participant:

  	
   

  	
   

  
	
  Global
  ID Number:

  	
   

  	
   

  
	
  Date
  of Grant:

  	
   

  	
   

  
	
  Grant
  Number:

  	
   

  	
   

  
	
  Vesting
  Commencement Date:

  	
   

  	
   

  
	
  Number of Restricted Shares:

  	
   

  	
   

  



 


Vesting Schedule:                                            1/4th of the Restricted Shares vest each year on the first four
anniversaries of the Vesting Commencement Date, subject to the Participant’s
Continuous Service with the Company.


 


Notwithstanding the foregoing:


 


(a)                                  in the event
of the Participant’s termination of Continuous Service on account of the
Participant’s death, the Participant shall be deemed to have completed an
additional year of service as of the termination date; and


 


(b)                                 in the event of a Change of Control (as defined
below), then the Restricted Shares shall vest immediately prior to the
consummation of the Change of Control.


 


For purposes of this
Agreement:


 


“Change of Control” shall mean
the occurrence of any of the following events:


 


(i)                                     The sale, exchange, lease or other disposition of all or
substantially all of the assets of the Company to a person or group of related
persons, as such terms are defined or described in Sections 3(a)(9) and
13(d)(3) of the Exchange Act, that will continue the business of the Company
in the future;


 


(ii)                                  A merger or consolidation involving the Company in which the
voting securities of the Company owned by the shareholders of the Company
immediately prior to such merger or consolidation do not represent, after
conversion if applicable, more than fifty percent (50%) of the total voting
power of the surviving controlling entity outstanding immediately after such
merger or consolidation; provided that any person who (1) was a beneficial
owner (within the meaning of Rules 13d-3 and 13d-5 promulgated under the
Exchange Act) of the voting securities of the Company immediately prior to such
merger or consolidation, and (2) is a beneficial owner of more than 20% of
the securities of


 

















 


the Company immediately after
such merger or consolidation, shall be excluded from the list of “shareholders
of the Company immediately prior to such merger or consolidation” for purposes
of the preceding calculation;


 


(iii)                               Any person or group is or becomes the Beneficial Owner,
directly or indirectly, of more than 50% of the total voting power of the
voting stock of the Company (including by way of merger, consolidation or
otherwise);


 


(iv)                              During any period of two (2) consecutive years,
individuals who at the beginning of such period constituted the Board (together
with any new Directors whose election by such Board or whose nomination for
election by the shareholders of the Company was approved by a vote of a
majority of the Directors of the Company then still in office, who were either
Directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the Board then in office; or


 


(v)                                 A dissolution or liquidation of the Company.


 


Additional Terms/Acknowledgements: The
undersigned Participant acknowledges receipt of, and understands and agrees to
the terms of, this Grant Notice, the Restricted Stock Bonus Agreement and the
Plan (including any exhibits to each document). 
Participant further acknowledges that this Grant Notice, the Restricted
Stock Bonus Agreement and the Plan (including any exhibits to each document)
set forth the entire understanding between Participant and the Company
regarding the acquisition of the shares of the Company’s capital stock 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 Participant and the Company or an Affiliate relating to Participant’s
Continuous Service with the Company and any termination thereof, compensation,
or rights, claims or interests in or to shares of the capital stock of the
Company.


 


Participant also acknowledges that, unless Participant specifically
requests (or has in the past specifically requested) to receive communications
regarding the Plan and this Award in paper form, Participant agrees to receive
all communications regarding the Plan and this Award (including but not limited
to the Prospectus) by electronic delivery through access on the Company’s
internal website and/or Internet website at http://eq.seagate.com, which
Participant may easily access and understands how to access, review and print
the communications posted thereon.  In
addition, Participant agrees that it is Participant’s responsibility to notify
the Company of any changes to Participant’s mailing address so that Participant
may receive any shareholder information to be delivered by regular mail.


 


	
  SEAGATE TECHNOLOGY

  	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chairman,
  President & CEO

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  



 


	
  ATTACHMENTS:

  	
   

  	
  Restricted Stock Bonus
  Agreement, 2004 Stock Compensation Plan, form of Assignment Separate from
  Certificate and form of Joint Escrow Instructions.

  



 


2

















 


Attachment I




Restricted
Stock Bonus Agreement


 

















 


SEAGATE TECHNOLOGY

2004 STOCK COMPENSATION PLAN

RESTRICTED STOCK BONUS AGREEMENT


 


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.                                      GRANT OF RESTRICTED STOCK.  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.                                      VESTING & COMPANY’S REPURCHASE
RIGHT.


 


(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.


 


3.                                      NUMBER OF SHARES.  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.                                      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.


 


5.                                      RESTRICTIVE LEGENDS.  The shares issued
under your Award shall be endorsed with appropriate legends determined by the
Company.


 


6.                                      TRANSFERABILITY.  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.


 


7.                                      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 


 


2

















 


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.


 


8.                                      TAX CONSEQUENCES.  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 Shares.  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)                                  Unless you make a Section 83(b) election as
described below, you shall recognize ordinary income at the time or times the
restrictions lapse with respect to the Restricted Shares that have been
released from the Repurchase Right in an amount equal to the the fair
market value of such shares on each such date and the Company shall be required to collect all the applicable
withholding taxes with respect to such income.


 


(b)                                  At the time your Award is made, or at any time thereafter as
requested by the Company, you hereby authorize, to the fullest extent not
prohibited by applicable law, withholding from payroll and any other amounts
payable to you, and otherwise agree to make adequate provision for any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection
with your Award.   However, no such
withholding shall be made unless the net proceeds from the automatic sale, if
permitted, of certain Restricted Shares as set forth in Section 8(d) below
are not sufficient to satisfy such withholding obligations.


 


(c)                                  Unless the tax withholding obligations of the Company and/or
any Affiliate are satisfied, the Company shall have no obligation to issue a
certificate for such Restricted Shares or release such Restricted Shares from
any escrow provided for herein.


 


(d)                                  In the event that (a) you are not subject to the
requirements of Section 16 of the Securities Exchange Act of 1934, as
amended, on a date that the Repurchase Right lapses with respect to some or all
of the Restricted Shares (“Lapse Date”) and (b) you have not made a Section 83(b) Election
or taken similar action under other applicable law such that you incur a tax
liability on such Lapse Date, then the Escrow Agent determined under Section 2(c) above
shall sell forty percent (40%) of those shares of Restricted Shares with
respect to which the Repurchase Right shall have lapsed on the Lapse Date and a
Section 83(b) Election was not made or similar action was not
taken.  The net proceeds from such sale
shall be remitted to the relevant tax authorities by the Escrow Agent for your
benefit in the amounts directed by the Company and any remaining net proceeds,
if any, shall be delivered to you.


 


9.                                      SECTION 83(b) ELECTION.  You hereby
acknowledge that you have been informed that, with respect to the grant of
Restricted Shares, you may file an election with the Internal Revenue Service,
within 30 days of the Grant Date, electing pursuant to Section 83(b) of
the Internal Revenue Code of 1986, as amended, to be taxed currently on the
fair market value of the Restricted Shares on the Grant Date (“Section 83(b) Election”).


 


3

















 


YOU
ACKNOWLEDGE THAT IF YOU CHOOSE TO FILE AN ELECTION UNDER SECTION 83(b) OF
THE CODE, IT IS YOUR SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY
SUCH SECTION 83(b) ELECTION, EVEN IF YOU REQUEST THE COMPANY OR ITS
REPRESENTATIVE TO MAKE THIS FILING ON YOUR BEHALF.


 


BY
SIGNING THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE REVIEWED WITH YOUR OWN TAX
ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT YOU ARE RELYING SOLELY ON
SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR
ANY OF ITS AGENTS.  YOU UNDERSTAND AND
AGREE THAT YOU (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY
THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.


 


10.                               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.


 


11.                               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 assigns.


 


(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.


 


12.                               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.


 


4

















 


Attachment II


 


2004 Stock
Compensation Plan


 





















 


Attachment
III


 


Form of
Assignment Separate from Certificate


 
















 


ASSIGNMENT
SEPARATE FROM CERTIFICATE


 


FOR VALUE
RECEIVED and pursuant to that certain Restricted Stock Bonus
Grant Notice and Restricted Stock Bonus Agreement (the “Award”), [Participant’s Name] hereby sells,
assigns and transfers to Seagate Technology, a limited company domiciled in the
Cayman Islands (“Corporation”), or its assignee,                                                     
(                      )
shares of the Common Stock of the Corporation, standing in the undersigned’s
name on the books of said Corporation represented by Certificate No.                
herewith, or the securities into which such shares of the Corporation’s Common
Stock have been converted under the terms of the Award, and do hereby
irrevocably constitute and appoint                                                     
as attorney-in-fact to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises. This Assignment
may be used only in accordance with and subject to the terms and conditions of
the Award, in connection with the reacquisition of shares of Common Stock of
the Corporation issued to the undersigned pursuant to the Award, and only to
the extent that such shares remain subject to the Corporation’s Repurchase
Right under the Award.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
  [Participant’s Name]

  



 


[INSTRUCTION:  Please do not fill in any
blanks other than the signature line. The purpose of this Assignment is to
enable the Company to exercise its Repurchase Right set forth in the Award
without requiring additional signatures on your part.]


 

















 


Attachment IV




Form of
Joint Escrow Instructions


 

















 


JOINT ESCROW
INSTRUCTIONS


 


                        ,            


 


Corporate
Secretary


Seagate
Technology


920 Disc Drive


Scotts Valley, CA 95067


 


Dear Sir/Madam:


 


As Escrow Agent for both
Seagate Technology, a limited company domiciled in the Cayman Islands (the “Company”),
and the undersigned recipient of stock of the Company (“Recipient”), you are
hereby authorized and directed to hold the documents delivered to you pursuant
to the terms of that certain Restricted Stock Bonus Grant Notice (the “Grant
Notice”), dated                         ,
            
to which a copy of these Joint Escrow Instructions is attached as Attachment
IV, and pursuant to the terms of that certain Restricted Stock Bonus Agreement
(together with the Grant Notice, the “Agreement”), which is Attachment I to the
Grant Notice, in accordance with the following instructions:


 


1.                                       In the event
Recipient ceases to render services to the Company or an affiliate of the
Company during the vesting period set forth in the Grant Notice, the Company or
its assignee will give to Recipient and you a written notice specifying that
the shares of stock shall be transferred to the Company. Recipient and the
Company hereby irrevocably authorize and direct you to close the transaction
contemplated by such notice in accordance with the terms of said notice.


 


2.                                       At the closing
you are directed (a) to date any stock assignments necessary for the
transfer in question, (b) to fill in the number of shares being
transferred, and (c) to deliver same, together with the certificate
evidencing the shares of stock to be transferred, to the Company.


 


3.                                       Recipient
irrevocably authorizes the Company to deposit with you any certificates
evidencing shares of stock to be held by you hereunder and any additions and
substitutions to said shares as specified in the Agreement. Recipient does
hereby irrevocably constitute and appoint you as Recipient’s attorney-in-fact
and agent for the term of this escrow to execute with respect to such
securities and other property all documents of assignment and/or transfer and
all stock certificates necessary or appropriate to make all securities
negotiable and complete any transaction herein contemplated.


 


4.                                       This escrow
shall terminate upon vesting of the shares or upon the earlier return of the
shares to the Company.


 


5.                                       If at the time
of termination of this escrow you should have in your possession any documents,
securities, or other property belonging to Recipient, you shall deliver all of
same to any pledgee entitled thereto or, if none, to Recipient and shall be
discharged of all further obligations hereunder.


 


6.                                       Your duties
hereunder may be altered, amended, modified or revoked only by a writing signed
by all of the parties hereto.


 

















 


7.                                       You shall be
obligated only for the performance of such duties as are specifically set forth
herein and may rely and shall be protected in relying or refraining from acting
on any instrument reasonably believed by you to be genuine and to have been
signed or presented by the proper party or parties or their assignees. You
shall not be personally liable for any act you may do or omit to do hereunder
as Escrow Agent or as attorney-in-fact for Recipient while acting in good faith
and any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith.


 


8.                                       You are hereby
expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or corporation, excepting only orders or
process of courts of law, and are hereby expressly authorized to comply with
and obey orders, judgments or decrees of any court. In case you obey or comply
with any such order, judgment or decree of any court, you shall not be liable
to any of the parties hereto or to any other person, firm or corporation by
reason of such compliance, notwithstanding any such order, judgment or decree
being subsequently reversed, modified, annulled, set aside, vacated or found to
have been entered without jurisdiction.


 


9.                                       You shall not
be liable in any respect on account of the identity, authority or rights of the
parties executing or delivering or purporting to execute or deliver the
Agreement or any documents or papers deposited or called for hereunder.


 


10.                                 You shall not
be liable for the outlawing of any rights under any statute of limitations with
respect to these Joint Escrow Instructions or any documents deposited with you.


 


11.                                 You shall be
entitled to employ such legal counsel and other experts as you may deem
necessary to advise you properly in connection with your obligations hereunder,
may rely upon the advice of such counsel, and may pay such counsel reasonable
compensation therefor.


 


12.                                 Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease
to be Secretary of the Company or if you shall resign by written notice to each
party.  In the event of any such
termination, your successor as Secretary of the Company shall become the
successor Escrow Agent or the Company may appoint any officer or assistant
officer of the Company as successor Escrow Agent and Recipient hereby confirms
the appointment of such successor or successors as his attorney-in-fact and
agent to the full extent of your appointment.


 


13.                                 If you
reasonably require other or further instruments in connection with these Joint
Escrow Instructions or obligations in respect hereto, the necessary parties
hereto shall join in furnishing such instruments.


 


14.                                 It is
understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the securities, you may
(but are not obligated to) retain in your possession without liability to
anyone all or any part of said securities until such dispute shall have been
settled either by mutual written agreement of the parties concerned or by a
final order, decree or judgment of a court of competent jurisdiction after the
time for appeal has expired and no appeal has been perfected, but you shall be
under no duty whatsoever to institute or defend any such proceedings.


 


15.                                 Any notice
required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit in any United States
Post Box, by registered or certified mail with postage and fees prepaid,
addressed to each of the other 


 


2

















 


parties
hereunto entitled at the following addresses, or at such other addresses as a
party may designate by ten (10) days’ written notice to each of the other
parties hereto:


 


	
  COMPANY:

  	
  Seagate
  Technology

  	
   

  
	
   

  	
  920
  Disc Drive 

  	
   

  
	
   

  	
  Scotts
  Valley, CA 95067

  	
   

  
	
   

  	
  Attn:  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  RECIPIENT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ESCROW
  AGENT:

  	
  Seagate
  Technology

  	
   

  
	
   

  	
  920
  Disc Drive 

  	
   

  
	
   

  	
  Scotts
  Valley, CA 95067

  	
   

  
	
   

  	
  Attn: Corporate Secretary

  	
   

  
				



 


16.                                 By signing
these Joint Escrow Instructions you become a party hereto only for the purpose
of said Joint Escrow Instructions; you do not become a party to the Agreement.


 


17.                                 This instrument
shall be binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns. It is understood and agreed that
references to “you” or “your” herein refer to the original Escrow Agent and to
any and all successor Escrow Agents. It is understood and agreed that the
Company may at any time or from time to time assign its rights under the
Agreement and these Joint Escrow Instructions in whole or in part.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  SEAGATE TECHNOLOGY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  Stephen Luczo

  
	
   

  	
  Title: 

  	
  Chairman, President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RECIPIENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Participant’s Name]

  
	
   

  	
   

  
	
  ESCROW AGENT

  	
   

  
	
   

  	
   

  
	
  Kenneth M. Massaroni

  	
   

  



 


3