Exhibit 10.12


 


SEAGATE TECHNOLOGY EMPLOYEE STOCK
PURCHASE PLAN

(as amended and restated)


 


1.                                      PURPOSE


 


The
purpose of this Plan is to provide an opportunity for Employees of Seagate
Technology, a Cayman Islands limited company (the “Corporation”) and its Designated
Subsidiaries, to purchase Common Stock of the Corporation and thereby to have
an additional incentive to contribute to the prosperity of the Corporation. It
is the intention of the Corporation that the Plan qualify as an “Employee Stock
Purchase Plan” under Section 423 of the U.S. Internal Revenue Code of
1986, as amended (the “Code”), and the Plan shall be administered in accordance
with this intent. In addition, the Plan authorizes the grant of options
pursuant to sub-plans or special rules adopted by the Administrator
designed to achieve desired tax or other objectives in particular locations
outside of the United States, which sub-plans shall not be required to comply
with the requirements of Section 423 of the Code or all of the specific
provisions of the Plan, including but not limited to terms relating to
eligibility, Offering Periods, Purchase Periods, or Purchase Price.


 


2.                                      DEFINITIONS


 


2.1                                 “Applicable Law” shall mean the
legal requirements relating to the administration of an employee stock purchase
plan under applicable U.S. state corporate laws, U.S. federal and applicable
state securities laws, the Code, any stock exchange rules or regulations
and the applicable laws of any other country or jurisdiction, as such laws,
rules, regulations and requirements shall be in place from time to time.


 


2.2                                 “Board” shall mean the Board of Directors of the
Corporation.


 


2.3                                 “Code” shall mean the U.S. Internal Revenue Code of 1986,
as amended. Any reference to a section of the Code herein shall be a reference
to any successor or amended section of the Code.


 


2.4                                 “Committee” shall mean the committee appointed by the Board in
accordance with Section 15 of the Plan.


 


2.5                                 “Common Stock” shall mean the Common Stock of the Corporation, or
any securities into which such Common Stock may be converted.


 


2.6                                 “Compensation” shall mean an Employee’s base cash compensation and
commissions, but shall exclude such items as allowances, differentials, bonuses
or premiums such as those for working shifts or overtime, payments for
incentive compensation, incentive payments, bonuses, income from the exercise
or vesting or the sale, exchange or other disposition of a compensatory stock
award granted to the Employee by the Corporation or a Designated Subsidiary,
and other forms 


 


1

















 


of
extraordinary compensation. The Committee shall have the authority to determine
and approve all forms of pay to be included in the definition of Compensation
and may change the definition on a prospective basis.


 


2.7                                 “Corporation” shall mean Seagate Technology, a Cayman Islands
limited company.


 


2.8                                 “Designated Subsidiary” shall mean a Subsidiary
that has been designated by the Committee in its sole discretion as eligible to
participate in the Plan with respect to its Employees.


 


2.9                                 “Effective Date” shall mean the date on which the
registration statement on Form S-1 filed with the Securities and Exchange
Commission pursuant to Rule 424 under the Securities Act for the initial
public offering of the Corporation’s Common Stock (the “Registration Statement”) becomes effective.


 


2.10                           “Employee” shall mean an individual classified as an employee
(within the meaning of Code Section 3401(c) and the regulations
thereunder) by the Corporation or a Designated Subsidiary on the Corporation’s
or such Designated Subsidiary’s payroll records during the relevant
participation period. Employee shall not include individuals whose employment
is for less than the specific number of days determined by the Committee as of
the “Offering Date.” Individuals classified as independent contractors,
consultants, advisers, or members of the Board or the board of directors of a
Designated Subsidiary are not considered “Employees” by virtue of such station.


 


2.11                           “Exchange Act” shall mean the U.S. Securities Exchange Act
of 1934, as amended.


 


2.12                             “Fair Market Value” on a given date of
determination (i.e., an Offering Date or Purchase Date, as appropriate) shall
mean the value of Common Stock determined as follows: (i) if the Common Stock
is listed on any established stock exchange or a national market system, its
Fair Market Value shall be the closing sales price for a share of the Common
Stock (or the closing bid, if no sales were reported) on the date of
determination as quoted on such exchange or system on which the Common Stock
has the highest average trading volume, as reported in The Wall Street
Journal or such other source as the Committee deems reliable, or (ii) if
the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, its Fair Market Value shall be the mean of the
closing bid and asked prices for the Common Stock on the date of such
determination, as reported in The Wall Street Journal or such other
source as the Committee deems reliable, or, (iii) in the absence of an
established market for the Common Stock, the Fair Market Value thereof shall be
determined in good faith by the Board. For purposes of the Offering Date under
the first Offering Period, the Fair Market Value of a share of the Common Stock
of the Company shall be the initial price to the public as set forth in the
final prospectus included with the Registration Statement.


 


2

















 


2.13                           “Offering Date” shall mean the first Trading Day of an
Offering Period under the Plan; provided that the Offering Date of the first
Offering Period will be the Effective Date.


 


2.14                           “Offering Period” shall mean a period of approximately twelve
(12) months during which an option granted pursuant to the Plan may be
exercised; provided, however, that effective for Offering Periods commencing on
or after February 1, 2006, the term “Offering Period” shall mean a period
of approximately six (6) months during which an option granted pursuant to
the Plan may be exercised.  For Offering
Periods that commence prior to February 1, 2006, the Plan shall be
implemented by a series of Offering Periods of approximately twelve (12) months
duration, with new Offering Periods commencing on the first Trading Day on or
after February 1 and August 1 of each year and ending on the last
Trading Day in the twelve month period ending on January 31 and July 31
of the subsequent year; provided that the first Offering Period shall commence
on the Effective Date and shall end on the last Trading Day on or before January 31,
2004.  Effective for Offering Periods
that commence on or after February 1, 2006, the Plan shall be implemented
by a series of Offering Periods of approximately six (6) months duration,
with new Offering Periods commencing on the first Trading Day on or after February 1
and August 1 of each year and ending on the last Trading Day in the
six-month period ending on the next July 31 and January 31,
respectively.  The duration and timing of
Offering Periods may be changed or modified by the Committee.


 


2.15                           “Offering Price” shall mean the Fair Market Value of a share
of Common Stock on the Offering Date of an Offering Period.


 


2.16                           “Officer” shall mean a person who is an officer of the
Corporation within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.


 


2.17                           “Participant” shall mean a participant in the Plan as described
in Section 5 of the Plan.


 


2.18                           “Plan” shall mean this Employee Stock Purchase Plan.


 


2.19                           “Purchase Date” shall mean the last Trading Day of each
Purchase Period.


 


2.20                           “Purchase Period”  shall mean,
with respect to Offering Periods that commence on prior to February 1,
2006, the period of approximately six (6) months commencing after one
Purchase Date and ending with the next Purchase Date, with new Purchase Periods
commencing on the first Trading Day on or after February 1 and August 1
of each year and ending on the last Trading Day in the six-month period ending
on the next July 31 and January 31, respectively; provided that the
first Purchase Period shall commence on the Effective Date and 


 


3

















 


shall
end at the completion of the seventh complete calendar month following the
Effective Date unless otherwise determined by the Committee. The second
Purchase Period of the first Offering Period shall begin on the first Trading
Day following the end of the first Purchase Period and shall end on the last
Trading Day on or before January 31, 2004. Subsequent Purchase Periods, if
any, shall run consecutively after the termination of the preceding Purchase
Period.  Notwithstanding anything herein
to the contrary, effective for Offering Periods that commence on or after February 1,
2006, “Purchase Period” shall have the same meaning as the term “Offering
Period.”


 


2.21                           “Purchase Price” shall have the meaning set out in Section 8.2.


 


2.22                           “Securities Act” shall mean the U.S. Securities Act of 1933,
as amended.


 


2.23                           “Shareowner” shall mean a record holder of shares entitled to
vote such shares of Common Stock under the Corporation’s by-laws.


 


2.24                           “Subsidiary” shall mean any entity treated as a corporation
(other than the Corporation) in an unbroken chain of corporations beginning
with the Corporation, within the meaning of Code Section 424(f), whether
or not such corporation now exists or is hereafter organized or acquired by the
Corporation or a Subsidiary.


 


2.25                           “Trading Day” shall mean a day on which U.S. national stock
exchanges and the National Market System are open for trading and the Common
Stock is being publicly traded on one or more of such markets.


 


3.                                      ELIGIBILITY


 


3.1                                 Any Employee employed by the
Corporation or by any Designated Subsidiary on an Offering Date shall be
eligible to participate in the Plan with respect to the Offering Period
commencing on such Offering Date. Committee may establish administrative rules requiring
that employment commence some minimum period (not to exceed 30 days) prior to
an Offering Date to be eligible to participate with respect to the Offering
Period beginning on that Offering Date. The Committee may also determine that a
designated group of highly compensated Employees is ineligible to participate
in the Plan so long as the excluded category fits within the definition of “highly
compensated employee” in Code Section 414(q).


 


3.2                                 No Employee may
participate in the Plan if immediately after an option is granted the Employee
owns or is considered to own (within the meaning of Code Section 424(d))
shares of Common Stock, including Common Stock which the Employee may purchase
by conversion of convertible securities or under outstanding options granted by
the Corporation, possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Corporation or of any of
its Subsidiaries. All Employees who participate in the 


 


4

















 


Plan
shall have the same rights and privileges under the Plan, except for
differences that may be mandated by local law and that are consistent with Code
Section 423(b)(5); provided that individuals participating in a sub-plan
adopted pursuant to Section 16 which is not designed to qualify under Code
section 423 need not have the same rights and privileges as Employees participating
in the Code section 423 Plan. Eligible Employees may not participate in more
than one Offering Period at a time.


 


4.                                      OFFERING PERIODS AND PURCHASE PERIODS


 


4.1                                 Offering
Periods.  With respect to Offering
Periods commencing prior to February 1, 2006, the Plan shall generally be
implemented by a series of twelve (12) month Offering Periods with new Offering
Periods commencing on the first Trading Day on or after February 1 and August 1
and ending on the last Trading Day in the twelve month periods ending on January 31
and July 31 of the next calendar year, respectively, or on such other date
as the Committee shall determine. The first Offering Period shall commence on
the Effective Date and shall end on the last Trading Day on or before January 31,
2004. With respect to Offering Periods commencing on or after February 1,
2006, the Plan shall generally be implemented by a series of six (6) month
Offering Periods with new Offering Periods commencing on the first Trading Day
on or after February 1 and August 1 and ending on the last Trading
Day in the six-month periods ending on the next July 31 and January 31,
respectively, or on such other date as the Committee shall determine, and
continuing thereafter until the Plan is terminated pursuant to Section 14
hereof. The Committee shall have the authority to change the frequency and/or
duration of Offering Periods (including the commencement dates thereof) with
respect to future offerings if such change is announced at least five (5) days
prior to the scheduled beginning of the first Offering Period to be affected
thereafter.


 


4.2                                 Purchase
Periods.  With respect to Offering
Periods commencing prior to February 1, 2006, each Offering Period shall
generally consist of two (2) consecutive Purchase Periods of six (6) months’
duration, with new Purchase Periods commencing on the first Trading Day on or
after February 1 and August 1 of each year and ending on the last
Trading Day in the six-month period ending on the next July 31 and January 31,
respectively. With respect to Offering Periods commencing on or after February 1,
2006, each Offering Period shall generally consist of one (1) Purchase
Period that runs concurrently with the Offering Period. The last Trading Day of
each Purchase Period shall be the “Purchase Date” for such Purchase Period;
provided that the first Purchase Period shall commence on the Effective Date
and shall end at the completion of the seventh complete calendar month
following the Effective Date unless otherwise determined by the Committee. The
second Purchase Period of the first Offering Period shall begin on the first
Trading Day following the end of the first Purchase Period and shall end on the
last Trading Day on or before January 31, 2004. Subsequent Purchase
Periods, if any, shall run consecutively after the termination of the preceding
Purchase Period. The Committee shall have the power to change


 


5

















 


the
duration and/or frequency of Purchase Periods with respect to future purchases
if such change is announced at least five (5) days prior to the scheduled
beginning of the first Purchase Period to be affected.


 


5.                                      PARTICIPATION


 


5.1                                 An Employee who
is eligible to participate in the Plan in accordance with its terms at the
beginning of an Offering Period shall automatically receive an option in
accordance with Section 8.1 and may become a Participant by completing and
submitting, on or before the date prescribed by the Committee with respect to a
given Offering Period, a completed payroll deduction authorization and Plan
enrollment form provided by the Corporation or by following an electronic or
other enrollment process as prescribed by the Committee. An eligible Employee
may authorize payroll deductions at the rate of any whole percentage of the
Employee’s Compensation, not to exceed ten percent (10%) of the Employee’s
Compensation (or such other percentage as the Committee may establish from time
to time before an Offering Date) of such Employee’s Compensation on each payday
during the Offering Period.  All payroll
deductions will be held in a general corporate account or a trust account. No
interest shall be paid or credited to the Participant with respect to such
payroll deductions. The Corporation shall maintain a separate bookkeeping account
for each Participant under the Plan and the amount of each Participant’s
payroll deductions shall be credited to such account. A Participant may not
make any additional payments into such account, unless payroll deductions are
prohibited under Applicable Law, in which case the provisions of Section 5.2
of the Plan shall apply.


 


5.2                                 Notwithstanding
any other provisions of the Plan to the contrary, in locations where local law
prohibits payroll deductions, an eligible Employee may elect to participate
through contributions to his or her account under the Plan in a form acceptable
to the Committee.  In such event, any
such Employees shall be deemed to be participating in a sub-plan, unless the
Committee otherwise expressly provides that such Employees shall be treated as
participating in the Plan.


 


5.3                                 Under
procedures and at times established by the Committee, a Participant may
withdraw from the Plan during a Purchase Period, by completing and filing a new
payroll deduction authorization and Plan enrollment form with the Corporation
or by following electronic or other procedures prescribed by the Committee. If
a Participant withdraws from the Plan during a Purchase Period, his or her
accumulated payroll deductions will be refunded to the Participant without interest,
his or her right to participate in the current Offering Period will be
automatically terminated and no further payroll deductions for the purchase of
Common Stock will be made during the Offering Period. The Committee may
establish rules pertaining to the timing of withdrawals, limiting the
frequency with which Participants may withdraw and re-enroll in the Plan and
may impose a waiting period on Participants wishing to re-enroll following
withdrawal.


 


6
















 


5.4                                 A Participant
may change his or her rate of contribution through payroll deductions only
during an open enrollment period or such other times specified by the Committee
by filing a new payroll deduction authorization and Plan enrollment form or by
following electronic or other procedures prescribed by the Committee. If a
Participant has not followed such procedures to change the rate of
contribution, the rate of contribution shall continue at the originally elected
rate throughout the Purchase Period and future Purchase Periods (including
Purchase Periods of subsequent Offering Periods). Notwithstanding the
foregoing, to the extent necessary to comply with Section 423(b)(8) of
the Code, the Committee may reduce a Participant’s payroll deductions to zero
percent (0%) at any time during a Purchase Period scheduled to end during the
current calendar year. Payroll deductions shall re-commence at the rate
provided in such Participant’s enrollment form at the beginning of the first
Purchase Period which is scheduled to end in the following calendar year,
unless terminated by the Participant as provided in Section 5.3.


 


6.                                      TERMINATION OF EMPLOYMENT


 


In
the event any Participant terminates employment with the Corporation and its
Designated Subsidiaries for any reason (including death) prior to the
expiration of a Purchase Period, the Participant’s participation in the Plan
shall terminate and all amounts credited to the Participant’s account shall be
paid to the Participant or, in the case of death, to the Participant’s heirs or
estate, without interest. Whether a termination of employment has occurred
shall be determined by the Committee. If a Participant’s termination of
employment occurs within a certain period of time as specified by the Committee
(not to exceed 30 days) prior to the Purchase Date of the Purchase Period then
in progress, his or her option for the purchase of shares of Common Stock will
be exercised on such Purchase Date in accordance with Section 9 as if such
Participant were still employed by the Corporation. Following the purchase of
shares on such Purchase Date, the Participant’s participation in the Plan shall
terminate and all amounts credited to the Participant’s account shall be paid
to the Participant or, in the case of death, to the Participant’s heirs or
estate, without interest. The Committee may also establish rules regarding
when leaves of absence or changes of employment status will be considered to be
a termination of employment, including rules regarding transfer of
employment among Designated Subsidiaries, Subsidiaries and the Corporation, and
the Committee may establish termination-of-employment procedures for this Plan
that are independent of similar rules established under other benefit
plans of the Corporation and its Subsidiaries; provided that such procedures
are not in conflict with the requirements of Section 423 of the Code.


 


7.                                      STOCK


 


Subject
to adjustment as set forth in Section 11, the maximum number of shares of
Common Stock, which may be issued pursuant to the Plan shall be forty million
(40,000,000) shares, plus an automatic annual increase (the “Annual Increase”)
on the first day of the Corporation’s fiscal year beginning in 2003 


 


7

















 


equal
to the lesser of two million five hundred thousand (2,500,000) shares or
one-half of one percent (0.5%) of the outstanding shares on the last day of the
immediately preceding fiscal year, or such lesser number of shares as is
determined by the Board.(1) The
maximum number of shares that may be granted collectively to all Participants
within any given Purchase Period is two and one-half million (2,500,000)
shares; provided, however, that unless and until the Board determines
otherwise, with respect to Purchase Periods commencing on or after August 1,
2009, the maximum number of shares that may be granted collectively to all
Participants within any given Purchase Period shall be one and one-half million
(1,500,000) shares. If, on a given Purchase Date, the number of shares with
respect to which options are to be exercised exceeds either maximum, the
Corporation shall make pro rata allocation of the shares remaining available
for purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable. In no event shall the total number of shares issued
under the Plan exceed seventy-five million (75,000,000) shares.


 


8.                                      OFFERING


 


8.1                                 On the Offering
Date of each Offering Period, each eligible Employee, whether or not such
Employee has elected to participate as provided in Section 5.1, shall be
granted an option to purchase that number of whole shares of Common Stock, not
to exceed one thousand (1,000) shares (or such other number of shares as
determined by the Committee),
which may be purchased with the payroll deductions accumulated on behalf of
such Employee during each Purchase Period at the purchase price specified in Section 8.2
below, subject to the additional limitation that no Employee participating in
the Section 423 Plan shall be granted an option to purchase Common Stock
under the Plan if such option would permit his or her rights to purchase stock
under all employee stock purchase plans (described in Section 423 of the
Code) of the Corporation and its Subsidiaries to accrue at a rate which exceeds
U.S. twenty-five thousand dollars (U.S. $25,000) of the Fair Market Value of
such Common Stock (determined at the time such option is granted) for each
calendar year in which such option is outstanding at any time. For purposes of
the Plan, an option is “granted” on a Participant’s Offering Date. An option
will expire upon the earlier to occur of (i) the termination of a
Participant’s participation in the Plan or such Offering Period (ii) the
grant of an option to such Participant on a subsequent Offering Date; or (iii) the
termination of the Offering Period. This Section 8.1 shall be interpreted
so as to comply with Code Section 423(b)(8).


 


8.2                                 The Purchase
Price under each option shall be with respect to a Purchase Period the lower of
(i) a percentage (not less than eighty-five percent (85%)) established by
the Committee (“Designated Percentage”) of the Offering Price, or (ii) the
Designated Percentage of the Fair Market Value of a share of Common Stock on
the Purchase Date on which the Common Stock is purchased; provided


 






(1) Under
this provision, effective for fiscal years commencing on or after fiscal year
2003, the Board has determined that no shares will be added pursuant to the
Annual Increase until further affirmative action is taken by the Board in the
future.


 


8

















 


that
the Purchase Price may be adjusted by the Committee pursuant to Sections 11 or
12 in accordance with Section 424(a) of the Code. The Committee may
change the Designated Percentage with respect to any future Offering Period,
but not to below eighty-five percent (85%), and the Committee may determine
with respect to any prospective Offering Period that the option price shall be
the Designated Percentage of the Fair Market Value of a share of the Common
Stock on the Purchase Date.


 


9.                                    PURCHASE OF
STOCK


 


Unless a Participant withdraws from the Plan as
provided in Section 5.3 or except as provided in Sections 12 or 14.2, upon
the expiration of each Purchase Period, a Participant’s option shall be exercised
automatically for the purchase of that number of whole shares of Common Stock
which the accumulated payroll deductions credited to the Participant’s account
at that time shall purchase at the applicable price specified in Section 8.2.
Notwithstanding the foregoing, the Corporation or its designee may make such
provisions and take such action as it deems necessary or appropriate for the
withholding of taxes and/or social insurance which the Corporation or its
Designated Subsidiary is required by Applicable Law. Each Participant, however,
shall be responsible for payment of all individual tax liabilities arising
under the Plan. The shares of Common Stock purchased upon exercise of an option
hereunder shall be considered for tax purposes to be sold to the Participant on
the Purchase Date.  During his or her
lifetime, a Participant’s option to purchase shares of Common Stock hereunder
is exercisable only by him or her.


 


10.                             PAYMENT AND
DELIVERY


 


As
soon as practicable after the exercise of an option, the Corporation shall
deliver to the Participant a record of the Common Stock purchased and the
balance of any amount of payroll deductions credited to the Participant’s
account not used for the purchase, except as specified below. The Committee may
permit or require that shares be deposited directly with a broker designated by
the Committee or to a designated agent of the Corporation, and the Committee
may utilize electronic or automated methods of share transfer. The Committee
may require that shares be retained with such broker or agent for a designated
period of time and/or may establish other procedures to permit tracking of
disqualifying dispositions of such shares. The Corporation shall retain the
amount of payroll deductions used to purchase Common Stock as full payment for
the Common Stock and the Common Stock shall then be fully paid and
non-assessable. No Participant shall have any voting, dividend, or other
Shareowner rights with respect to shares subject to any option granted under
the Plan until the shares subject to the option have been purchased and
delivered to the Participant as provided in this Section 10. The Committee
may in its discretion direct the Corporation to retain in a Participant’s
account for the subsequent Purchase Period or Offering Period any payroll
deductions which are not sufficient to purchase a whole share of Common Stock
or return such amount to the


 


9

















 


Participant.
Any other amounts left over in a Participant’s account after a Purchase Date
shall be returned to the Participant.


 


11.                               RECAPITALIZATION


 


Subject to any required action by the Shareowners of
the Corporation, if there is any change in the outstanding shares of Common
Stock because of a merger, consolidation, spin-off, reorganization,
recapitalization, dividend in property other than cash, stock split, reverse
stock split, stock dividend, liquidating dividend, combination or
reclassification of the Common Stock (including any such change in the number
of shares of Common Stock effected in connection with a change in domicile of
the Corporation), or any other increase or decrease in the number of shares of
Common Stock effected without receipt of consideration by the Corporation,
provided that conversion of any convertible securities of the Corporation shall
not be deemed to have been “effected without consideration,” the number of
securities covered by each option under the Plan which has not yet been
exercised and the number of securities which have been authorized and remain
available for issuance under the Plan, as well as the maximum number of
securities which may be purchased by a Participant in a Purchase Period, the
number of securities in the Annual Increase, and the price per share covered by
each option under the Plan which has not yet been exercised, may be
appropriately adjusted by the Board, and the Board shall take any further
actions which, in the exercise of its discretion, may be necessary or
appropriate under the circumstances. The Board’s determinations under this Section 11
shall be conclusive and binding on all parties.


 


12.                               MERGER,
LIQUIDATION, OTHER CORPORATION TRANSACTIONS


 


12.1                           In the event of
the proposed liquidation or dissolution of the Corporation, the Offering Period
will terminate immediately prior to the consummation of such proposed
transaction, unless otherwise provided by the Board in its sole discretion, and
all outstanding options shall automatically terminate and the amounts of all
payroll deductions will be refunded without interest to the Participants.


 


12.2                           In the event of
a proposed sale of all or substantially all of the assets of the Corporation,
or the merger or consolidation or similar combination of the Corporation with
or into another entity, then in the sole discretion of the Board, (1) each
option shall be assumed or an equivalent option shall be substituted by the
successor corporation or parent or subsidiary of such successor entity, (2) a
date established by the Board on or before the date of consummation of such
merger, consolidation, combination or sale shall be treated as a Purchase Date,
and all outstanding options shall be exercised on such date, (3) all
outstanding options shall terminate and the accumulated payroll deductions will
be refunded without interest to the Participants, or (4) outstanding
options shall continue unchanged.


 


10

















 


13.                             TRANSFERABILITY


 


Neither
payroll deductions credited to a Participant’s bookkeeping account nor any
rights to exercise an option or to receive shares of Common Stock under the
Plan may be voluntarily or involuntarily assigned, transferred, pledged, or
otherwise disposed of in any way, and any attempted assignment, transfer,
pledge, or other disposition shall be null and void and without effect. If a
Participant in any manner attempts to transfer, assign or otherwise encumber
his or her rights or interests under the Plan, other than as permitted by the
Code, such act shall be treated as an election by the Participant to
discontinue participation in the Plan pursuant to Section 5.3.


 


14.                               AMENDMENT
OR TERMINATION OF THE PLAN


 


14.1                           The Plan shall continue
until terminated in accordance with Section 14.2.


 


14.2                           The Board may,
in its sole discretion, insofar as permitted by law, terminate or suspend the
Plan, or revise or amend it in any respect whatsoever, except that, without
approval of the Shareowners, no such revision or amendment shall increase the
number of shares subject to the Plan, other than an adjustment under Section 7
and Section 11 of the Plan, or make other changes for which Shareowner
approval is required under Applicable Law. Upon a termination or suspension of
the Plan, the Board may in its discretion (i) return without interest, the
payroll deductions credited to Participants’ accounts to such Participants or (ii) set
an earlier Purchase Date with respect to an Offering Period and Purchase Period
then in progress.


 


15.                             ADMINISTRATION


 


15.1                           The Board shall appoint a
committee of one or more individuals to administer the Plan (the “Committee”),
which, unless otherwise specified by the Board, shall consist of the members of
the Corporation’s Administrative Committee, as constituted from time to time in
accordance with its charter, and generally made up of senior members of
management from the Corporation’s Legal, Finance and Human Resources
functions.  The Committee will serve for
such period of time as the Board or the Compensation Committee of the Board may
specify and whom the Board or the Compensation Committee of the Board may remove
at any time. The Committee will have the authority and responsibility for the
day-to-day administration of the Plan, the authority and responsibility
specifically provided in this Plan and any additional duty, responsibility and
authority delegated to the Committee by the Board or the Compensation Committee
of the Board, which may include any of the functions assigned to the Board in
this Plan. The Committee may delegate to one or more individuals the day-to-day
administration of the Plan. The Committee shall have full power and authority
to adopt, amend and rescind any rules and regulations which it deems
desirable and appropriate for the proper administration of the Plan, to
construe and interpret the provisions and supervise the administration of 


 


11

















 


the Plan, to make factual determinations relevant to
Plan entitlements and to take all action in connection with administration of
the Plan as it deems necessary or advisable, consistent with the delegation
from the Board or the Compensation Committee of the Board. Decisions of the
Board or the Compensation Committee of the Board and the Committee shall be
final and binding upon all participants. Any decision reduced to writing and
signed by a majority of the members of the Committee shall be fully effective
as if it had been made at a meeting of the Committee duly held. The Corporation
shall pay all expenses incurred in the administration of the Plan.


 


15.2                           In addition to such other
rights of indemnification as they may have as members of the Board or officers
or employees of the Corporation, members of the Board and of the Committee
shall be indemnified by the Corporation against all reasonable expenses,
including attorneys’ fees, actually and necessarily incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan, or any right
granted under the Plan, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Corporation) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such person is
liable for gross negligence, bad faith or intentional misconduct in duties;
provided, however, that within sixty (60) days after the institution of such
action, suit or proceeding, such person shall offer to the Corporation, in
writing, the opportunity at its own expense to handle and defend the same.


 


16.                             COMMITTEE
RULES FOR FOREIGN JURISDICTIONS


 


The
Committee may adopt rules or procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws and procedures. Without limiting the generality of the foregoing, the
Committee is specifically authorized to adopt rules and procedures
regarding handling of payroll deductions or other contributions by
Participants, payment of interest, conversion of local currency, payroll tax,
withholding procedures and handling of stock certificates which vary with local
requirements; however, if such varying provisions are not in accordance with
the provisions of Section 423(b) of the Code, including but not
limited to the requirement of Section 423(b)(5) of the Code that all
options granted under the Plan shall have the same rights and privileges unless
otherwise provided under the Code and the regulations promulgated thereunder,
then the individuals affected by such varying provisions shall be deemed to be
participating under a sub-plan and not the Plan.  The Committee may also adopt sub-plans applicable
to particular Subsidiaries or locations, which sub-plans may be designed to be
outside the scope of Code section 423. The rules of such sub-plans may
take precedence over other provisions of this Plan, with the exception of Section 7,
but unless otherwise 


 


12

















 


superseded
by the terms of such sub-plan, the provisions of this Plan shall govern the
operation of such sub-plan.


 


17.                             SECURITIES
LAWS REQUIREMENTS


 


17.1                           No option
granted under the Plan may be exercised to any extent unless the shares to be
issued upon such exercise under the Plan are covered by an effective
registration statement pursuant to the Securities Act and the Plan is in
compliance with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act, the Exchange Act, the rules and
regulations promulgated thereunder, applicable state and foreign securities
laws and the requirements of any stock exchange upon which the Shares may then
be listed, subject to the approval of counsel for the Corporation with respect
to such compliance. If on a Purchase Date in any Offering Period hereunder, the
Plan is not so registered or in such compliance, options granted under the Plan
which are not in compliance shall not be exercised on such Purchase Date, and
the Purchase Date shall be delayed until the Plan is subject to such an
effective registration statement and such compliance, except that the Purchase
Date shall not be delayed more than twelve (12) months and the Purchase Date
shall in no event be more than twenty-seven (27) months from the Offering Date.
If, on the Purchase Date of any offering hereunder, as delayed to the maximum
extent permissible, the Plan is not registered and in such compliance, options
granted under the Plan which are not in compliance shall not be exercised and
all payroll deductions accumulated during the Offering Period (reduced to the
extent, if any, that such deductions have been used to acquire shares of Common
Stock) shall be returned to the Participants, without interest. The provisions
of this Section 17 shall comply with the requirements of Section 423(b)(5) of
the Code to the extent applicable.


 


17.2                           As a condition
to the exercise of an option, the Corporation may require the person exercising
such option to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Corporation, such a representation is required by any of the aforementioned
applicable provisions of law.


 


18.                               GOVERNMENTAL
REGULATIONS


 


This
Plan and the Corporation’s obligation to sell and deliver shares of its stock
under the Plan shall be subject to the approval of any governmental authority
required in connection with the Plan or the authorization, issuance, sale, or
delivery of stock hereunder.


 


19.                               NO ENLARGEMENT OF EMPLOYEE RIGHTS


 


Nothing
contained in this Plan shall be deemed to give any Employee or other individual
the right to be retained in the employ or service of the Corporation or 


 


13

















 


any
Designated Subsidiary or to interfere with the right of the Corporation or
Designated Subsidiary to discharge any Employee or other individual at any
time, for any reason or no reason, with or without notice.


 


20.                             GOVERNING
LAW


 


This
Plan shall be governed by applicable laws of the State of California.


 


21.                             EFFECTIVE
DATE


 


This
Plan shall be effective on the Effective Date, subject to approval of the
Shareowners of the Corporation within twelve (12) months before or after its
date of adoption by the Board.


 


22.                             REPORTS


 


Individual
accounts shall be maintained for each Participant in the Plan. Statements of account
shall be given to Participants at least annually, which statements shall set
forth the amounts of payroll deductions, the Purchase Price, the number of
shares of Common Stock purchased and the remaining cash balance, if any.


 


23.                             DESIGNATION OF BENEFICIARY FOR OWNED SHARES


 


With respect to shares of Common Stock purchased by the Participant
pursuant to the Plan and held in an account maintained by the Corporation or
its assignee on the Participant’s behalf, the Participant may be permitted to
file a written designation of beneficiary, who is to receive any shares and
cash, if any, from the Participant’s account under the Plan in the event of
such Participant’s death subsequent to the end of a Purchase Period but prior
to delivery to him or her of such shares and cash.  In addition, a Participant may file a written
designation of a beneficiary who is to receive any cash from the Participant’s
account under the Plan in the event of such Participant’s death prior to the
Purchase Date of an Offering Period.  If
a Participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective, to the
extent required by local law. The Participant (and if required under the
preceding sentence, his or her spouse) may change such designation of
beneficiary at any time by written notice. Subject to local legal requirements,
in the event of a Participant’s death, the Corporation or its assignee shall
deliver any shares of Common Stock and/or cash to the designated beneficiary.
Subject to local law, in the event of the death of a Participant and in the
absence of a beneficiary validly designated who is living at the time of such
Participant’s death, the Corporation shall deliver such shares of Common Stock
and/or cash to the executor or administrator of the estate of the Participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Corporation), the Corporation in its sole discretion, may deliver (or cause
its assignee to deliver) such shares of Common Stock and/or cash to the spouse,
or to any one or more


 


14

















 


dependents or relatives of the Participant, or if no spouse, dependent
or relative is known to the Corporation, then to such other person as the
Corporation may determine. The provisions of this Section 23 shall in no
event require the Corporation to violate local law, and the Corporation shall
be entitled to take whatever action it reasonably concludes is desirable or
appropriate in order to transfer the assets allocated to a deceased Participant’s
account in compliance with local law.


 


24.                               ADDITIONAL
RESTRICTIONS OF RULE 16b-3.


 


The terms and conditions of options granted hereunder to, and the
purchase of shares of Common Stock by, persons subject to Section 16 of
the Exchange Act shall comply with the applicable provisions of Rule 16b-3.  This Plan shall be deemed to contain, and
such options shall contain, and the shares of Common Stock issued upon exercise
thereof shall be subject to, such additional conditions and restrictions, if
any, as may be required by Rule 16b-3 to qualify for the maximum exemption
from Section 16 of the Exchange Act with respect to Plan transactions.


 


25.                               NOTICES


 


All notices or other communications by a Participant
to the Corporation under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Corporation at the
location, or by the person, designated by the Corporation for the receipt
thereof.


 


15
















 


APPENDIX A


 


SEAGATE TECHNOLOGY


DESIGNATED SUBSIDIARIES


 


Seagate
Technology (US) Holdings, Inc.


Seagate
Technology Australia Pty.


Seagate
Technology SAS


Seagate
Technology GmbH


Seagate
Technology (Hong Kong) Limited


Seagate
Technology AB


Seagate
Technology Taiwan Ltd.


Seagate
Technology International (Wuxi) Co. Ltd.


Seagate
Technology (Ireland)


Senai
Seagate Industries (M) Sdn. Bhd.


Penang
Seagate Industries (M) Sdn. Bhd.


Seagate
Technology Media (Ireland)


Nippon
Seagate Inc.


Seagate
Singapore International Headquarters


Seagate
Technology (Marlow) Limited


Seagate
Technology (Thailand) Limited


Seagate
Technology International


Maxtor
Technology (Suzhou) Co. Ltd.


Seagate
International (Johor) Sdn. Bhd.


Seagate
Technology Republic Ireland Limited


Seagate
Technology HDD (India) Private Limited


 

















 


APPENDIX B


 


SUBPLAN UNDER THE SEAGATE TECHNOLOGY
EMPLOYEE STOCK PURCHASE PLAN


 


1.                                      Purpose. 
The purpose of this subplan under the Seagate Technology Employee Stock
Purchase Plan (the “Subplan”) is to permit eligible contract workers who
perform work for the Corporation in the countries designated from time to time
by the Committee in its sole discretion and listed on Exhibit A to the
Subplan (any one such individual a “Contractor,” and collectively, “Contractors”)
to participate in the Seagate Technology Employee Stock Purchase Plan (the “ESPP”).


 


2.                                      Terms of the Subplan. 
The terms and conditions of the Subplan shall in all respects be
identical to those set forth in the ESPP except as set forth in this Subplan.
Capitalized terms not otherwise defined in this Subplan shall have the same
meaning as set forth in the ESPP.


 


3.                                      Definition of Employee. 
For purposes of the Subplan, references to Employees in the ESPP shall
include Contractors.


 


4.                                      Exhibit A. 
The Committee shall have the authority in its sole discretion to amend
the list of countries on Exhibit A attached to this Subplan as necessary
and desirable and for such amendments to take effect as shall be determined by
the Committee in its sole and absolute discretion.


 


5.                                      Terms of the ESPP. 
Except as set forth above, Contractors who participate under the ESPP
shall be subject to the terms and conditions set forth in the ESPP.


 

















 


EXHIBIT A


 


Estonia


Lebanon


Poland


Russia


Turkey


 

















 


APPENDIX C


 


SUBPLAN UNDER THE SEAGATE TECHNOLOGY
EMPLOYEE STOCK PURCHASE PLAN FOR EMPLOYEES IN MALAYSIA


 


1.                                      Purpose. 
The purpose of this subplan under the Seagate Technology Employee Stock
Purchase Plan (the “Subplan”) is to set forth requirements with respect to the
participation by eligible Employees at Senai Seagate Industries (M) Sdn.
Bhd., Penang Seagate Industries (M) Sdn. Bhd. and Seagate International
(Johor) Sdn. Bhd. in Malaysia in the Seagate Technology Employee Stock Purchase
Plan (the “ESPP”).


 


2.                                      Terms of the Subplan. 
The terms and conditions of the Subplan shall in all respects be
identical to those set forth in the ESPP, except as set forth in this Subplan.
Capitalized terms not otherwise defined in this Subplan shall have the same
meanings as set forth in the ESPP.


 


3.                                      Conditions Upon Issuance
of Shares.


 


3.1                                 Notwithstanding Sections 5.1 and 9 of the
ESPP, no payroll deductions shall be made and no shares shall be issued with
respect to options held by Participants in Malaysia unless the exercise of such
option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including
the Securities Act, the Exchange Act, the rules and regulations
promulgated thereunder, the requirements of any stock exchange upon which the
shares may then be listed, and the Malaysian Employment Act of 1955 and the
regulations promulgated thereunder, and shall be further subject to the
approval of counsel for the Corporation with respect to such compliance.


 


3.2                                 The Corporation’s obligations to make
payroll deductions pursuant to the written instructions of Participants in
Malaysia and to issue shares to Participants in Malaysia under the ESPP are
specifically conditioned upon receiving approval in writing from the Director
General of Labour of the Ministry of Human Resources in Malaysia authorizing
payroll deductions for Participants in Malaysia. Unless and until such approval
is granted, the Committee shall have the authority in its sole discretion to
extend or terminate Purchase Periods and/or Offering Periods, and to modify or
rescind any conditional rights the Corporation or its Designated Subsidiaries
in Malaysia may have to receive funds from Participants in Malaysia pursuant to
such Participants’ written instructions.


 


4.                                      Minimum Purchase. 
Notwithstanding Sections 5 and 9 of the ESPP, purchases will not be made
for Participants in Malaysia with respect to a given Purchase Period unless the
applicable Participant has accumulated sufficient payroll deductions during
such Purchase Period to purchase at least ten (10) whole shares of Common
Stock.  In the event a Participant in
Malaysia has not accumulated sufficient payroll deductions during a given
Purchase Period to purchase at least 


 

















 


ten (10) whole shares of Common Stock, such Participant will be
deemed to have withdrawn from the Plan with respect to that Purchase Period and
his or her payroll deductions will be refunded to the Participant without
interest promptly following the end of the Purchase Period.


 


5.                                      Terms of the ESPP. 
Except as set forth above, Participants in Malaysia shall be subject to
the terms and conditions set forth in the ESPP.


 

















 


APPENDIX D


 


SUBPLAN UNDER THE SEAGATE TECHNOLOGY
EMPLOYEE STOCK PURCHASE PLAN FOR EMPLOYEES IN THAILAND


 


1.                                      Purpose. 
The purpose of this subplan under the Seagate Technology Employee Stock
Purchase Plan (the “Subplan”) is to set forth requirements with respect to the
participation by eligible Employees at Seagate Technology (Thailand) Limited in
Thailand in the Seagate Technology Employee Stock Purchase Plan (the “ESPP”).


 


2.                                      Terms of the Subplan. 
The terms and conditions of the Subplan shall in all respects be
identical to those set forth in the ESPP, except as set forth in this Subplan.
Capitalized terms not otherwise defined in this Subplan shall have the same
meanings as set forth in the ESPP.


 


3.                                      Conditions Upon Issuance
of Shares.


 


3.1                                 Notwithstanding Section 9 of the
ESPP, shares shall not be issued with respect to options held by Participants
in Thailand unless the exercise of such options and the issuance and delivery
of such shares pursuant thereto shall comply with all applicable provisions of
law, domestic or foreign, including the Securities Act, the Exchange Act, the rules and
regulations promulgated thereunder, the requirements of any stock exchange upon
which the shares may then be listed, and the Thai Securities and Exchange Act
and the regulations promulgated thereunder, and shall be further subject to the
approval of counsel for the Corporation with respect to such compliance.


 


3.2                                 The Corporation’s obligation to issue
shares to Participants in Thailand under the ESPP is specifically conditioned
upon receiving approval from the Thai Securities and Exchange Commission for
the issuance of securities under the ESPP to Participants in Thailand. Unless
and until such approval is granted, the Committee shall have the authority in
its sole discretion to extend or terminate Purchase Periods and/or Offering
Periods, and to modify or rescind any conditional rights the Corporation or its
Designated Subsidiary in Thailand may have to receive funds from Participants
in Thailand pursuant to such Participants’ written instructions.


 


4.                                      Minimum Purchase. 
Notwithstanding Sections 5 and 9 of the ESPP, purchases will not be made
for Participants in Thailand with respect to a given Purchase Period unless the
applicable Participant has accumulated sufficient payroll deductions during
such Purchase Period to purchase at least ten (10) whole shares of Common
Stock.  In the event a Participant in
Thailand has not accumulated sufficient payroll deductions during a given
Purchase Period to purchase at least ten (10) whole shares of Common
Stock, such Participant will be deemed to have withdrawn from the Plan with
respect to that Purchase Period and his or her 


 

















 


payroll deductions will be refunded to the Participant without interest
promptly following the end of the Purchase Period.


 


5.                                      Terms of the ESPP. 
Except as set forth above, Participants in Thailand shall be subject to
the terms and conditions set forth in the ESPP.


 

















 


APPENDIX E


 


SUBPLAN UNDER THE SEAGATE TECHNOLOGY
EMPLOYEE STOCK PURCHASE PLAN FOR EMPLOYEES IN SINGAPORE


 


1.                                      Purpose. 
The purpose of this subplan under the Seagate Technology Employee Stock
Purchase Plan (the “Subplan”) is to set forth requirements with respect to the
participation by eligible Employees at Seagate Technology International and
Seagate Singapore International Headquarters in Singapore in the Seagate
Technology Employee Stock Purchase Plan (the “ESPP”).


 


2.                                      Terms of the Subplan. 
The terms and conditions of the Subplan shall in all respects be
identical to those set forth in the ESPP, except as set forth in this Subplan.
Capitalized terms not otherwise defined in this Subplan shall have the same
meanings as set forth in the ESPP.


 


3.                                      Minimum Purchase. 
Notwithstanding Sections 5 and 9 of the ESPP, purchases will not be made
for Participants in Singapore with respect to a given Purchase Period unless
the applicable Participant has accumulated sufficient payroll deductions during
such Purchase Period to purchase at least ten (10) whole shares of Common
Stock.  In the event a Participant in
Singapore has not accumulated sufficient payroll deductions during a given
Purchase Period to purchase at least ten (10) whole shares of Common
Stock, such Participant will be deemed to have withdrawn from the Plan with
respect to that Purchase Period and his or her payroll deductions will be
refunded to the Participant without interest promptly following the end of the
Purchase Period.


 


4.                                      Terms of the ESPP. 
Except as set forth above, Participants in Singapore shall be subject to
the terms and conditions set forth in the ESPP.


 

















 


APPENDIX F


 


SUBPLAN UNDER THE SEAGATE TECHNOLOGY
EMPLOYEE STOCK PURCHASE PLAN FOR EMPLOYEES IN CHINA


 


1.                                      Purpose. 
The purpose of this subplan under the Seagate Technology Employee Stock
Purchase Plan (the “Subplan”) is to set forth requirements with respect to the
participation by eligible Employees at Seagate Technology International (Wuxi)
Co. Ltd. and Maxtor Technology (Suzhou) Co. Ltd. in China in the Seagate
Technology Employee Stock Purchase Plan (the “ESPP”).


 


2.                                      Terms of the Subplan. 
The terms and conditions of the Subplan shall in all respects be
identical to those set forth in the ESPP, except as set forth in this Subplan.
Capitalized terms not otherwise defined in this Subplan shall have the same
meanings as set forth in the ESPP.


 


3.                                      Minimum Purchase. 
Notwithstanding Sections 5 and 9 of the ESPP, purchases will not be made
for Participants in China with respect to a given Purchase Period unless the
applicable Participant has accumulated sufficient payroll deductions during
such Purchase Period to purchase at least ten (10) whole shares of Common
Stock.  In the event a Participant in China
has not accumulated sufficient payroll deductions during a given Purchase
Period to purchase at least ten (10) whole shares of Common Stock, such
Participant will be deemed to have withdrawn from the Plan with respect to that
Purchase Period and his or her payroll deductions will be refunded to the
Participant without interest promptly following the end of the Purchase Period.


 


4.                                      Terms of the ESPP. 
Except as set forth above, Participants in China shall be subject to the
terms and conditions set forth in the ESPP.