SEAGATE HDD CAYMAN,

SEAGATE TECHNOLOGY,

SEAGATE TECHNOLOGY PLC

and

WELLS FARGO BANK, NATIONAL ASSOCIATION.

SUPPLEMENTAL INDENTURE

Dated as of July 3, 2010

Supplementing the Indenture dated as of May 13, 2010

The SUPPLEMENTAL INDENTURE, dated as of July 3, 2010 (this “ Supplemental Indenture ”), by and among SEAGATE HDD CAYMAN, an exempted limited liability company organized under the laws of the Cayman Islands, as issuer (the “ Company ”), SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands, as original guarantor (“ Old Parent ”), SEAGATE TECHNOLOGY PLC, a public limited company incorporated under the laws of Ireland, as successor guarantor, (“ New Parent ”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (the “ Trustee ”).

RECITALS

WHEREAS, the Company is an indirect wholly-owned subsidiary of Old Parent, and Old Parent is a direct wholly-owned subsidiary of New Parent;

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of May 13, 2010 (the “ Indenture ”), providing for the creation and issuance by the Company of 6.875% Senior Notes due 2020 (the “ Notes ”) and the guarantee thereof by Old Parent (the “ Parent Guarantee ”);

WHEREAS, the Reorganization anticipated in the Indenture has been consummated such that New Parent has become the publically traded parent of the Seagate group of companies including the Company and Old Parent;

WHEREAS, in accordance with Section 10.05(b) of the Indenture, the Company, Old Parent, New Parent and the Trustee have agreed to execute this Supplemental Indenture to provide for the assumption by New Parent of all of the obligations of Old Parent under the Notes, the Parent Guarantee and the Indenture and the release of Old Parent from all obligations and covenants thereunder;

WHEREAS, Sections 9.01(ii) and 9.01(xiii) of the Indenture provide that the parties hereto may execute this Supplemental Indenture without the consent of the Holders of the Notes;

WHEREAS, in accordance with Sections 9.03, 11.04 and 11.05 of the Indenture, the Trustee has received an Officers’ Certificate and an Opinion of Counsel of the Company relating this Supplemental Indenture;

WHEREAS, in accordance with Section 10.05(b) of the Indenture, the Trustee has received an Opinion of Counsel of New Parent that this Supplemental Indenture, when executed, will be valid and binding upon the New Parent; and

WHEREAS, in accordance with Section 9.03 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, Old Parent, New Parent and the Trustee, acting for itself and the Holders of the Notes, agree as follows:

1.                                        Defined Terms.  In this Supplemental Indenture, unless the context otherwise requires:

1.1                                  Terms defined in the Indenture have the same meaning when used in this Supplemental Indenture unless otherwise defined in this Supplemental Indenture; and

1.2                                  All references to “the Supplemental Indenture” or “this Supplemental Indenture” are to this Supplemental Indenture as modified, supplemented or amended from time to time.

2.                                        Amendments to the Indenture.

2.1                                  Section 1.01 . Section 1.01 of the Indenture is hereby amended by inserting the following definition in place of the corresponding definition of such term in the Indenture:

“ Parent ” means Seagate Technology plc, a public limited company incorporated under the laws of Ireland, or any successor obligor to its obligations under the Indenture and the Notes pursuant to Article 5.

2.2                                  In accordance with Section 10.05(b) of the Indenture, New Parent expressly assumes all of the obligations of Old Parent under the Notes, the Parent Guarantee and the Indenture.

2.3                                  In accordance with Section 10.05(b) of the Indenture, New Parent succeeds to, and is substituted for, and may exercise every right and power of, Old Parent under the Indenture with the same effect as if New Parent had been named therein as the Parent.

2.4                                  In accordance with 10.05(b) of the Indenture, Old Parent is discharged and released from all obligations and covenants under the Indenture, the Parent Guarantee and the Notes.

3.                                        Miscellaneous.

3.1                                  Except as expressly amended hereby, the Indenture, is in all respects ratified and confirmed and all terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall be construed as supplemental to the Indenture, and all the terms and conditions of this Supplemental Indenture shall be deemed part of the terms and conditions of the Indenture.  Every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and shall, to the extent applicable, be governed by such provisions.

3.2                                  The parties may sign any number of copies of the Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of the Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all

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purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

3.3                                  The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

3.4                                  In case any one or more of the provisions contained in this Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture or of the Notes, but this Supplemental Indenture and the Notes shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein.

3.5                                  THIS SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

3.6                                  No amendment to or termination of this Supplemental Indenture and no modification of  Old Parent’s or New Parent’s respective obligations under the Indenture, as supplemented and amended by this Supplemental Indenture, shall be effective absent the written consent of the Company, New Parent, the Trustee and Old Parent.

3.7                                  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the day and year first above written.

[Signature page to Supplemental Indenture for 6.875% notes]

Exhibit 10.2

DATED JULY 2, 2010

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

DEED POLL OF ASSUMPTION

DEED POLL OF ASSUMPTION

OF

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

This Deed Poll relating to the Seagate Technology share incentive plans listed in Schedule 1 of this deed poll (the “ Share Plans ”) and the Maxtor Corporation share incentive plans listed in Schedule 2 of this deed poll (the “ Maxtor Plans ”) is made on July 2, 2010 by SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY , a company established in Ireland with registered number 480010 having its registered office at Arthur Cox Building, Earlsfort Terrace, Dublin 2 (“ Seagate Ireland ”).

WHEREAS on May 14, 2010, Seagate Technology (“ Seagate Cayman ”), a limited company incorporated in the Cayman Islands, received approval from the Grand Court of the Cayman Islands for a scheme of arrangement pursuant to section 86 of the Companies Law (2009 Revision) of the Cayman Islands (the “ Scheme of Arrangement ”) that effected a transaction that resulted in the common shareholders of Seagate Cayman becoming ordinary shareholders of Seagate Ireland and Seagate Cayman becoming a wholly-owned subsidiary of Seagate Ireland (the “ Transaction ”), such Transaction becoming effective as of July 3, 2010 upon the filing of the court order sanctioning the Scheme of Arrangement with the Cayman Registrar of Companies;

WHEREAS in connection with and contingent upon the consummation of the Transaction, Seagate Ireland proposes to assume the Share Plans and any outstanding options and/ or awards granted thereunder and Seagate Ireland proposes to assume the Maxtor Plans and any outstanding options and/ or awards granted thereunder, subject to, and in accordance with, the terms of the Agreement and Plan of Merger by and among Seagate Cayman, MD Merger Corporation and Maxtor Corporation (“ Maxtor ”) dated 20 December 2005 (the “ Maxtor Merger Agreement ”) insofar as it reflected the rights and obligations of Seagate Cayman in respect of the Maxtor Plans in effect immediately prior to the Transaction becoming effective; (the “ Assumption ”);

WHEREAS in connection with and contingent upon the consummation of the Transaction and the Assumption, Seagate Ireland wishes to adopt the Share Plans amended as necessary or appropriate to give effect to the Transaction and the Assumption, such amendments principally providing (1) for the appropriate substitution of Seagate Ireland for Seagate Cayman in such Share Plans; and (2) that ordinary shares of Seagate Ireland will be issued, held available or used, as appropriate, to measure benefits under such Share Plans, in lieu of the common shares of Seagate Cayman; and

WHEREAS in connection with and contingent upon the consummation of the Transaction and the Assumption, Seagate Ireland wishes to adopt the Maxtor Plans amended as necessary or appropriate to give effect to the Transaction and the Assumption, such amendments principally providing (1) for the appropriate substitution of Seagate Ireland for Maxtor in such Maxtor Plans; and (2) that ordinary shares of Seagate Ireland will be issued, held available or used, as appropriate, to measure benefits under such Maxtor Plans, on the basis of and in accordance with the ratios specified in the Maxtor Merger Agreement, in lieu of the common shares of Seagate Cayman which were previously to be issued, held available or used; and

WHEREAS as a result of the Transaction becoming effective, Seagate Ireland desires to assume sponsorship of the Share Plans and the Maxtor Plans, the terms of which are substantially the same as those contained in Schedule 3.

NOW THIS DEED POLL WITNESSES AS FOLLOWS:

Seagate Ireland hereby declares, undertakes and agrees for the benefit of each participant in the Share Plans and the Maxtor Plans that, with effect from July 3, 2010, it shall:

1.                                      undertake and discharge all of the rights and obligations of Seagate Cayman under the Share Plans;

2.                                      undertake and discharge all of the rights and obligations of Seagate Cayman under the Maxtor Plans subject to, and in accordance with, the Maxtor Merger Agreement;

3.                                      exercise all of the powers of Seagate Cayman as provided for in the Share Plans and, in respect of the Maxtor Plans, in the Maxtor Merger Agreement and Maxtor Plans;

4.                                      be bound by the terms of the Share Plans and the Maxtor Plans (as previously assumed and applied by Seagate Cayman pursuant the Maxtor Merger Agreement) so that Seagate Ireland will be bound by the requirements, without limitation, as in effect immediately prior to the effective date of this Deed Poll, save for such changes as are necessary to effectuate and reflect the assumption by Seagate Ireland of the Share Plans and the Maxtor Plans (pursuant to the terms of the Maxtor Merger Agreement) and the rights and obligations of Seagate Cayman thereunder;

5.                                      Seagate Ireland hereby assumes and adopts, for the time being, the form of

5.1                             Enrollment/ Withdrawal and Change Form in respect of the ESPP (as defined in Schedule 1);

5.2                             Share Award Agreements (as defined in the SCP (as defined in Schedule 1));

5.3                             Option Agreements (as defined in the SOP) in respect of the SOP (as defined in Schedule 1)

(collectively, the “ Share Plan Materials ”)

adopted by Seagate Cayman in connection with participation in the ESPP and for the issuance of Share Awards (as defined in the SCP) under the SCP and for the issuance of Options (as defined in the SOP) under the SOP, respectively, on and after  July 3, 2010, with such amendments and modifications thereto as may be necessary or appropriate to effectuate and reflect the assumption by Seagate Ireland of the Share Plans and the form of the Share Plan Materials and the rights and obligations of Seagate Cayman thereunder; and

This Deed Poll may be executed in any number of counterparts each of which when executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

This Deed Poll shall be governed and construed in accordance with the laws of Ireland.

IN WITNESS WHEREOF this Deed Poll has been executed by Seagate Ireland on the date first above written.

SCHEDULE 1

List of the Share Plans

1.                                      Seagate Technology public limited company Employee Stock Purchase Plan (as amended and restated), including any sub-plans thereto (the “ ESPP ”);

2.                                      Seagate Technology public limited company 2004 Share Compensation Plan, including any sub-plans thereto (the “ SCP ”);

3.                                      Seagate Technology public limited company 2001 Share Option Plan (as amended and restated), including any sub-plans thereto (the “ SOP ”).

SCHEDULE 2

List of the Maxtor Plans

1.                                      Maxtor Corporation 2005 Performance Incentive Plan, including any sub-plans thereto, incorporated by reference to Exhibit 10.1 to Maxtor Corporation’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2005;

2.                                      Maxtor Corporation Amended and Restated 1996 Stock Option Plan, including any sub-plans thereto, incorporated by reference to Exhibit 10.70 to Maxtor Corporation’s Annual Report on Form 10-K filed with the SEC on March 28, 2003;

3.                                      Quantum Corporation Supplemental Stock Option Plan, including any sub-plans thereto, incorporated by reference to Exhibit 10.4 to Seagate Technology’s Form S-8 filed on May 26, 2006.

SCHEDULE 3

Seagate Technology public limited company

Employee Stock Purchase Plan (as amended and restated) ,

including any sub-plans thereto

Seagate Technology public limited company

2004 Share Compensation Plan ,

including any sub-plans thereto

Seagate Technology public limited company

2001 Share Option Plan (as amended and restated) ,

including any sub-plans thereto

Exhibit 10.3

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

2004 SHARE COMPENSATION PLAN

Adopted by Board on August 5, 2004

Approved by Stockholders on October 28, 2004

Last Amended and Restated on July 3, 2010

Termination Date: October 28, 2014

I. PURPOSES.

1.1            Eligible Share Award Recipients .  The persons eligible to receive Share Awards are the Employees, Directors and Consultants of the Company and its Affiliates.

1.2            Available Share Awards .  The purpose of the Plan is to provide a means by which eligible recipients of Share Awards may be given an opportunity to benefit from increases in value of the Ordinary Shares through the granting of Share Awards including, but not limited to: (i) Incentive Stock Options, (ii) Nonstatutory Share Options, (iii) Restricted Share Bonuses, (iv) Restricted Share Purchase Rights, (v) Share Appreciation Rights, (vi) Phantom Share Units, (vii) Restricted Share Units, (viii) Performance Share Bonuses, and (ix) Performance Share Units.

1.3            General Purpose .  The Company, by means of this new Plan, which is intended to replace the Company’s 2001 Share Option Plan (“Predecessor Plan”), seeks to provide incentives for the group of persons eligible to receive Share Awards to align their long-term interests with those of the Company’s shareholders and to perform in a manner individually and collectively that enhances the success of the Company and its Affiliates.  Share Awards granted under the Predecessor Plan shall continue to be governed by the terms of the Predecessor Plan in effect on the date of grant of such award.

II. DEFINITIONS.

2.1            “Affiliate” means generally with respect to the Company, any entity directly, or indirectly through one or more intermediaries, controlling or controlled by (but not under common control with) the Company.  Solely with respect to the granting of any Incentive Stock Options, Affiliate means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

2.2            “Beneficial Owner” means the definition given in Rule 13d-3 promulgated under the Exchange Act.

2004 Plan (June 2010)

2.3            “Board” means the Board of Directors of the Company.

2.4            “Change of Control” means 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 (other than to Silver Lake Partners and its affiliates, Texas Pacific Group and its affiliates, or any group controlled by one or more of the foregoing), 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 of related persons, as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act, is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the voting securities 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.

Notwithstanding the foregoing, a restructuring of the Company for the purpose of changing the domicile of the Company (including, but not limited to, any change in the structure of the Company resulting from the process of moving its domicile from the Cayman Islands to Ireland or from and to other jurisdictions), reincorporation of the Company or other similar transaction involving the Company (a “Restructuring Transaction”) will not constitute a Change in Control if, immediately after the Restructuring Transaction, the shareholders of the Company immediately prior to such Restructuring Transaction represent, directly or indirectly, more than fifty percent (50%) of the total voting power of the surviving publicly-traded entity.

2.5            “Code” means the U.S. Internal Revenue Code of 1986, as amended.

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2.6            “Committee” means a committee of one or more members of the Board (or other individuals who are not members of the Board to the extent allowed by law) appointed by the Board in accordance with Section 3.3 of the Plan.

2.7            “Company” means Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland with limited liability under registered number 480010, or any successor thereto.

2.8            “Consultant” means any person, including an advisor, (i) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services or (ii) who is a member of the board of directors of an Affiliate.  However, the term “Consultant” shall not include either Directors who are not compensated by the Company for their services as a Director or Directors who are compensated by the Company solely for their services as a Director.

2.9            “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated.  The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service.  For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director will not constitute an interruption of Continuous Service.  The Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by the Company or an Affiliate, including sick leave, military leave or any other personal leave.

2.10          “Covered Employee” means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to shareholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code.

2.11          “Director” means a member of the Board of Directors of the Company.

2.12          “Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code for all Incentive Stock Options.  For all other Share Awards, “Disability” means physical or mental incapacitation such that for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period, a person is unable to substantially perform his or her duties.  Any question as to the existence of that person’s physical or mental incapacitation as to which the person or person’s representative and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the person and the Company.  If the person and the Company or an Affiliate cannot agree as to a qualified independent physician, each shall appoint such a physician and those two (2) physicians shall select a third (3 rd )who shall make such determination in writing.  The determination of Disability made in writing to the Company or an Affiliate and the person shall be final and conclusive for all purposes of the Share Awards.

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2.13          “Eligible Director” means any Director who: (i) is not employed by the Company and (ii) does not receive a financial management fee from the Company and is not employed by any entity that receives such a fee.

2.14          “Employee” means any person employed by the Company or an Affiliate.  Service as a Director or compensation by the Company or an Affiliate solely for services as a Director shall not be sufficient to constitute “employment” by the Company or an Affiliate.

2.15          “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

2.16          “Fair Market Value” means, as of any date, the value of the Ordinary Shares determined as follows:

(i)             If the Ordinary Shares are listed on any established stock exchange (including the New York Stock Exchange) or traded on the Nasdaq Global Select Market or the Nasdaq Capital Market, the Fair Market Value of a Share shall be the arithmetic mean of the high and low selling prices of such Shares as reported on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or if no Composite Tape exists for such national securities exchange on such date, then on the principal national securities exchange on which such Shares are listed or admitted to trading, or if the Shares are not listed or admitted to trading on a national securities exchange, the arithmetic mean of the per Share closing bid price and per Share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted), or if no sale of Shares shall have been reported on such Composite Tape or such national securities exchange on such date or quoted on the National Association of Securities Dealers Automated Quotation System on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used.

(ii)            In the absence of such markets for the Ordinary Shares, the Fair Market Value shall be determined in good faith by the Board.

(iii)           For any reference to Fair Market Value in the Plan used to establish the price at which the Company shall sell Ordinary Shares to a Participant under the terms and conditions of a Share Award (such as a Share Award of Options, Restricted Share Purchase Rights or Share Appreciation Rights), the date as of which this definition shall be applied shall be the grant date of such Share Award.

2.17          “Full-Value Share Award” shall mean any of a Restricted Share Bonus, Restricted Share Units, Phantom Share Units, Performance Share Bonus, or Performance Share Units.

2.18          “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

2.19          “Nominal Value” means US$0.00001 per Share.

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2.20          “Non-Employee Director” means a Director who either (i) is not a current Employee or Officer of the Company or its parent or a subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or a subsidiary for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

2.21          “Nonstatutory Share Option” means an Option not intended to qualify as an Incentive Stock Option.

2.22          “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

2.23          “Option” means an Incentive Stock Option or a Nonstatutory Share Option granted pursuant to the Plan.

2.24          “Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option grant.  Each Option Agreement shall be subject to the terms and conditions of the Plan.

2.25          “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

2.26          “Ordinary Share” or “Share” means an ordinary share of the Company, nominal value US$0.00001.

2.27          “Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an “affiliated corporation” at any time and is not currently receiving direct or indirect remuneration from the Company or an “affiliated corporation” for services in any capacity other than as a Director; or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.

2.28          “Participant” means a person to whom a Share Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Share Award.

2.29          “Performance Share Bonus” means a grant of Ordinary Shares subject to the provisions of Section 8.6 of the Plan.

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2.30          “Performance Share Unit” means the right to receive the value of one (1) Ordinary Share at the time the Performance Share Unit vests, with the further right to elect to defer receipt of that value otherwise deliverable upon the vesting of an award of Performance Share Units to the extent permitted in the Participant’s agreement.  These Performance Share Units are subject to the provisions of Section 8.7 of the Plan.

2.31          “Phantom Share Unit” means the right to receive the value of one (1) Ordinary Share, subject to the provisions of Section 8.4 of the Plan.

2.32          “Plan” means this 2004 Share Compensation Plan of Seagate Technology public limited company.

2.33          “Qualifying Performance Criteria” means any one or more of the following performance criteria, or derivations of such performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or subsidiary, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee: (a) pre- and after-tax income; (b) net income (before or after taxes); (c) operating income; (d) net earnings; (e) net operating income (before or after taxes); (f) operating margin; (g) gross margin; (h) cash flow; (i) earnings per share; (j) return on equity; (k) return on assets, investments or capital employed; (l) pre-tax profit; (m) revenue; (n) market share; (o) cash flow (before or after dividends); (p) cost reductions or savings; (q) funds from operations; (r) total shareholder return; (s) share price; (t) earnings before any one or more of the following items: interest, taxes, depreciation or amortization; (u) market capitalization; (v) economic value added; (w) operating ratio; (x) product development or release schedules; (y) new product innovation; (z) cost reductions; (aa) implementation of our critical processes or projects; (bb) customer service or customer satisfaction; or (cc) product quality measures.

2.34          “Restricted Share Bonus” means a grant of Ordinary Shares subject to the provisions of Section 8.1 of the Plan.

2.35          “Restricted Share Purchase Right” means the right to acquire Ordinary Shares upon the payment of the agreed-upon monetary consideration, subject to the provisions of Section 8.2 of the Plan.

2.36          “Restricted Share Unit” means the right to receive the value of one (1) Ordinary Share at the time the Restricted Share Unit vests, with the further right to elect to defer receipt of that value otherwise deliverable upon the vesting of an award of restricted share units to the extent permitted in the Participant’s agreement.  These Restricted Share Units are subject to the provisions of Section 8.5 of the Plan.

2.37          “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

2.38          “Securities Act” means the U.S. Securities Act of 1933, as amended.

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2.39          “Share Appreciation Right” means the right to receive an amount equal to the Fair Market Value of one (1) Ordinary Share on the day the Share Appreciation Right is redeemed, reduced by the deemed exercise price or base price of such right, subject to the provisions of Section 8.3 of the Plan.

2.40          “Share Award” means any Option award, Restricted Share Bonus award, Restricted Share Purchase Right award, Share Appreciation Right award, Phantom Share Unit award, Restricted Share Unit award, Performance Share Bonus award, Performance Share Unit award, or other share-based award.  These Awards may include, but are not limited to those listed in Section 1.2.

2.41          “Share Award Agreement” means a written agreement between the Company and a holder of a Share Award setting forth the terms and conditions of an individual Share Award grant.  Each Share Award Agreement shall be subject to the terms and conditions of the Plan.

2.42          “Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of any of its Affiliates.

III. ADMINISTRATION.

3.1            Administration by Board .  The Board shall administer the Plan unless and until the Board delegates administration to a Committee, as provided in Section 3.3.

3.2            Powers of Board .  The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i)             To determine from time to time which of the persons eligible under the Plan shall be granted Share Awards; when and how each Share Award shall be granted; what type or combination of types of Share Award shall be granted; the provisions of each Share Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Ordinary Shares pursuant to a Share Award; and the number of Shares with respect to which a Share Award shall be granted to each such person.

(ii)            To construe and interpret the Plan and Share Awards granted under it, and to establish, amend and revoke rules and regulations for its administration.  The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Share Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(iii)           To amend the Plan or a Share Award as provided in Section 15 of the Plan.

(iv)           Generally, to exercise such powers and to perform such acts as the Board deems necessary, desirable, convenient or expedient to promote the best interests of the Company that are not in conflict with the provisions of the Plan.

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(v)            To adopt sub-plans and/or special provisions applicable to Share Awards regulated by the laws of a jurisdiction other than and outside of the United States.  Such sub-plans and/or special provisions may take precedence over other provisions of the Plan, with the exception of Section 4 of the Plan, but unless otherwise superseded by the terms of such sub-plans and/or special provisions, the provisions of the Plan shall govern.

3.3            Delegation to Committee .

(i)             General .  The Board may delegate administration of the Plan to a Committee or Committees of one or more individuals, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated.  If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee, as applicable), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.  The Board may abolish the Committee at any time and revest in the Board the administration of the Plan.

(ii)            Committee Composition when Ordinary Shares are Publicly Traded .  At such time as the Ordinary Shares are publicly traded, in the discretion of the Board, a Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, and/or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.  Within the scope of such authority, the Board or the Committee may (1) delegate to a committee of one or more individuals who are not Outside Directors the authority to grant Share Awards to eligible persons who are either (a) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Share Award or (b) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code and/or (2) delegate to a committee of one or more individuals who are not Non-Employee Directors the authority to grant Share Awards to eligible persons who are either (a) not then subject to Section 16 of the Exchange Act or (b) receiving a Share Award as to which the Board or Committee elects not to comply with Rule 16b-3 by having two or more Non-Employee Directors grant such Share Award.

3.4            Effect of Board’s Decision .  All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

IV. SHARES SUBJECT TO THE PLAN.

4.1            Share Reserve .  Subject to the provisions of Section 14 of the Plan relating to adjustments upon changes in Ordinary Shares, the maximum aggregate number of Shares that may be issued pursuant to Share Awards shall not exceed sixty three million five hundred thousand (63,500,000) shares, provided that each Share Award granted will reduce the share reserve by one (1) share upon the issuance of a share at the time of grant, exercise or redemption, as applicable.  To the extent that a distribution pursuant to a Share Award is made in cash, the share reserve shall

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remain unaffected.  In addition, the maximum aggregate number of Shares that may be issued pursuant to Full-Value Share Awards shall not exceed ten million (10,000,000) Shares (“Full-Value Share Award Share Reserve”).

4.2            Reversion of Shares to the Share Reserve .  If any Share Award shall for any reason (i) expire, be cancelled or otherwise terminate, in whole or in part, without having been exercised or redeemed in full, (ii) be reacquired by the Company prior to vesting, or (iii) be repurchased at cost by the Company prior to vesting, the Shares not acquired under such Share Award shall revert to and again become available for issuance under the Plan, and if subject to a Full-Value Share Award, shall also reduce the number of Shares issued against the Full-Value Share Award Share Reserve.  To the extent that a Share Award granted under the Plan is redeemed by payment in cash rather than Shares according to its terms, the Shares subject to the redeemed portion of the Share Award shall revert to and again become available for issuance under the Plan.

4.3            Source of Shares .  The Shares subject to the Plan may be unissued Shares or reacquired Shares, bought on the market or otherwise.

V. ELIGIBILITY.

5.1            Eligibility for Specific Share Awards .  Incentive Stock Options may be granted only to Employees.  Share Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants.

5.2            Ten Percent Shareholders .  A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Ordinary Shares at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

5.3            Annual Section 162(m) Limitation .  Subject to the provisions of Section 14 of the Plan relating to adjustments upon changes in the Ordinary Shares, no Employee shall be eligible to be granted Share Awards covering more than ten million (10,000,000) Shares during any fiscal year.

5.4            Individual Full-Value Share Award Limitation over Life of Plan .  Subject to the provisions of Section 14 of the Plan relating to adjustments upon changes in the Ordinary Shares, no individual shall be eligible to be issued more than ten million (10,000,000) Shares under all Full-Value Share Awards (i.e., Restricted Share Bonuses, Restricted Share Units, Phantom Share Units, Performance Share Bonuses, and Performance Share Units, but not Incentive Stock Options, Nonstatutory Share Options, or Share Appreciation Rights for which an annual limit is provided under Section 5.3) granted to such individual under the Plan.

5.5            Consultants .

(i)             A Consultant shall not be eligible for the grant of a Share Award if, at the time of grant, a Form S-8 Registration Statement under the Securities Act (“Form S-8”) is not available to register either the offer or the sale of the Company’s securities to such Consultant because of the

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nature of the services that the Consultant is providing to the Company, or because the Consultant is not a natural person, or as otherwise provided by the rules governing the use of Form S-8, unless the Company determines both (1) that such grant (A) shall be registered in another manner under the Securities Act (e.g., on a Form S-3 Registration Statement) or (B) does not require registration under the Securities Act in order to comply with the requirements of the Securities Act, if applicable, and (2) that such grant complies with the securities laws of all other relevant jurisdictions.

(ii)            Form S-8 generally is available to consultants and advisors only if (A) they are natural persons; (B) they provide bona fide services to the issuer, its parents, its majority owned subsidiaries: and (C) the services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the issuer’s securities.

VI. OPTION PROVISIONS.

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate.  All Options shall be separately designated Incentive Stock Options or Nonstatutory Share Options at the time of grant.  The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

6.1            Term .  Subject to the provisions of Section 5.2 of the Plan regarding grants of Incentive Stock Options to Ten Percent Shareholders, no Option shall be exercisable after the expiration of seven (7) years from the date it was granted.

6.2            Exercise Price of an Incentive Stock Option .  Subject to the provisions of Section 5.2 of the Plan regarding Ten Percent Shareholders, the exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Shares subject to the Option on the date the Option is granted.  Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

6.3            Exercise Price of a Nonstatutory Share Option .  The exercise price of each Nonstatutory Share Option shall be not less than eighty-five percent (85%) of the Fair Market Value of the Shares subject to the Option on the date the Option is granted.  Notwithstanding the foregoing, a Nonstatutory Share Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

6.4            Consideration .  The purchase price of Ordinary Shares acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or by check at the time the Option is exercised or (ii) at the discretion of the Board at the time of the grant of the Option (or subsequently in the case of a Nonstatutory Share Option): (1) by delivery to the Company of other Shares, (2) according to a deferred payment or other similar arrangement with the

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Optionholder, including use of a promissory note, (3) pursuant to a “same day sale” program, or (4) by some combination of the foregoing.  Unless otherwise specifically provided in the Option Agreement, the purchase price of Ordinary Shares acquired pursuant to an Option that is paid by delivery to the Company of other Shares acquired, directly or indirectly from the Company, shall be paid only by Shares that have been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes).

In the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the market rate of interest and contain such other terms and conditions necessary to avoid a charge to earnings for financial accounting purposes as a result of the use of such deferred payment arrangement.

6.5            Transferability of an Incentive Stock Option .  An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.  Notwithstanding the foregoing, if provided in the Option Agreement, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

6.6            Transferability of a Nonstatutory Share Option .  A Nonstatutory Share Option shall be transferable to the extent provided in the Option Agreement.  If the Nonstatutory Share Option does not provide for transferability, then the Nonstatutory Share Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.  Notwithstanding the foregoing, if provided in the Option Agreement, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

6.7            Vesting Generally .  Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Board.  The vesting provisions of individual Options may vary.  The provisions of this Section 6.7 are subject to any Option provisions governing the minimum number of Shares as to which an Option may be exercised.

6.8            Termination of Continuous Service .  In the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement.  If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate.

6.9            Extension of Termination Date .  An Optionholder’s Option Agreement may also provide that if the exercise of the Option following the termination of the Optionholder’s Continuous Service (other than upon the Optionholder’s death or Disability) would be prohibited at any time

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solely because the issuance of Shares would violate the registration requirements under the Securities Act or other applicable securities law, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in the Option Agreement or (ii) the expiration of a period of three (3) months after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements or other applicable securities law.

6.10          Disability of Optionholder .  In the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement) or (ii) the expiration of the term of the Option as set forth in the Option Agreement.  If after termination, the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate.

6.11          Death of Optionholder .  In the event (i) an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s death pursuant to Section 6.5 or 6.6 of the Plan, but only within the period ending on the earlier of (1) the date twelve (12) months following the date of death (or such longer or shorter period specified in the Option Agreement) or (2) the expiration of the term of such Option as set forth in the Option Agreement.  If, after death, the Option is not exercised within the time specified herein, the Option shall terminate.

6.12          Early Exercise .  The Option Agreement may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the Shares subject to the Option prior to the full vesting of the Option.  Any unvested Shares so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board determines to be appropriate.

VII. NON-DISCRETIONARY SHARE AWARDS FOR ELIGIBLE DIRECTORS.

In addition to any other Share Awards that Eligible Directors may be granted on a discretionary basis under the Plan, each Eligible Director of the Company shall be automatically granted without the necessity of action by the Board, the following Share Award grants:

7.1            Initial Share Award Grant .

(i)             Form of Initial Share Award .  On the date that a Director commences service on the Board and satisfies the definition of an Eligible Director, an initial grant of Nonstatutory Share Options and/or Full-Value Share Awards shall automatically be made to that Eligible Director

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(collectively, the “Initial Grant”).  The existing independent members of the Board shall determine which portion of each Initial Grant will be granted in the form of a Nonstatutory Share Option, if any, and which portion of each Initial Grant will be granted in the form of a Full-Value Share Award, if any.

(ii)            Number of Shares Subject to Initial Share Award Grant .  Subject to the provisions of Section 14 of the Plan, the number of Shares covered by the Initial Grant shall be determined by the existing independent members of the Board, and shall in no event exceed one hundred thousand (100,000) Shares (“Initial Grant Limit”); provided that (a) the number of Shares subject to that portion, if any, of the Initial Grant awarded in the form of a Nonstatutory Share Option shall be counted against the Initial Grant Limit on a one-for-one basis and (b) the number of Shares subject to that portion, if any, of the Initial Grant awarded in the form of a Full-Value Share Award shall be counted against the Initial Grant Limit as three Shares for every one Share subject to such Full-Value Share Award.

(iii)           Other Terms .  The exercise price of any Nonstatutory Share Options granted as part of an Initial Grant shall be one hundred percent (100%) of the Fair Market Value of the Shares subject to the option on the date the option is granted.  The maximum term of any Nonstatutory Share Options granted as part of an Initial Grant shall be seven (7) years.  Nonstatutory Share Options and/or Full-Value Share Awards granted as part of an Initial Grant shall generally vest and become exercisable over a period of four (4) years in equal annual installments provided that the Director remains in Continuous Service during that period.  In all other respects, Share Awards granted pursuant to an Initial Grant shall contain in substance the same terms and conditions either as set forth in Section 6 with respect to Options, or as set forth in Section 8 with respect to Full-Value Share Awards, as applicable.  If at the time a Director commences service on the Board, the Director does not satisfy the definition of an Eligible Director, such Director shall not be entitled to an Initial Grant at any time, even if such Director subsequently becomes an Eligible Director.

7.2            Annual Share Award Grant .

(i)             Form of Annual Share Award .  An annual grant of Nonstatutory Share Options and/or Full-Value Share Awards (collectively, the “Annual Grant”) shall automatically be made to each Director who (1) is re-elected to the Board, (2) is an Eligible Director on the relevant grant date, and (3) has served as a Director for a period of at least six (6) months.  The existing independent members of the Board shall determine which portion of each Annual Grant will be granted in the form of a Nonstatutory Share Option, if any, and which portion of each Annual Grant will be granted in the form of a Full-Value Share Award, if any.

(ii)            Number of Shares Subject to Annual Share Award Grant .  Subject to the provisions of Section 14 of the Plan, the number of Shares covered by the Annual Grant shall be determined by the existing independent members of the Board, and shall in no event exceed twenty five thousand (25,000) Shares (“Annual Grant Limit”); provided that (a) the number of Shares subject to that portion, if any, of the Annual Grant awarded in the form of a Nonstatutory Share Option shall be counted against the Annual Grant Limit on a one-for-one basis and (b) the number of Shares subject to that portion, if any, of the Annual Grant awarded in the form of a Full-Value Share

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Award shall be counted against the Annual Grant Limit as three Shares for every one Share subject to such Full-Value Share Award.

(iii)           Other Terms .  The exercise price of any Nonstatutory Share Options granted as part of an Annual Grant shall be one hundred percent (100%) of the Fair Market Value of the Shares subject to the option on the date the option is granted.  The maximum term of any Nonstatutory Share Options granted as part of an Annual Grant shall be seven (7) years.  Nonstatutory Share Options and/or Full-Value Share Awards granted as part of an Annual Grant shall generally vest and become exercisable over a period of four (4) years in equal annual installments provided that the Director remains in Continuous Service during that period.  In all other respects, Share Awards granted pursuant to an Annual Grant shall contain in substance the same terms and conditions either as set forth in Section 6 with respect to Options, or as set forth in Section 8 with respect to Full-Value Share Awards, as applicable.  If at the time a Director commences service on the Board, the Director does not satisfy the definition of an Eligible Director, such Director shall not be entitled to an Annual Grant at any time, even if such Director subsequently becomes an Eligible Director.

VIII. PROVISIONS OF SHARE AWARDS OTHER THAN OPTIONS.

8.1            Restricted Share Bonus Awards .  Each Restricted Share Bonus agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate.  Restricted Share Bonuses shall be paid by the Company in Ordinary Shares.  Should Shares be issued pursuant to a Restricted Share Bonus award in circumstances where they are not otherwise fully paid up, the Board may require the Participant to pay the aggregate Nominal Value of the Shares on the basis that such Shares underlying the Restricted Share Bonus award shall then be allotted as fully paid to the Participant.  The terms and conditions of Restricted Share Bonus agreements may change from time to time, and the terms and conditions of separate Restricted Share Bonus agreements need not be identical, but each Restricted Share Bonus agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i)             Vesting .  Vesting shall generally be based on the Participant’s Continuous Service.  Shares awarded under the Restricted Share Bonus agreement shall be subject to a share reacquisition right in favor of the Company in accordance with a vesting schedule to be determined by the Board.

(ii)            Termination of Participant’s Continuous Service .  In the event a Participant’s Continuous Service terminates, the Company shall reacquire any or all of the Shares held by the Participant that have not vested as of the date of termination under the terms of the Restricted Share Bonus agreement.

(iii)           Transferability .  Rights to acquire Shares under the Restricted Share Bonus agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Share Bonus agreement, as the Board shall determine in its discretion, so long

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as Ordinary Shares awarded under the Restricted Share Bonus agreement remain subject to the terms of the Restricted Share Bonus agreement.

8.2            Restricted Share Purchase Awards .  Each Restricted Share Purchase agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate.  The terms and conditions of the Restricted Share Purchase agreements may change from time to time, and the terms and conditions of separate Restricted Share Purchase agreements need not be identical, but each Restricted Share Purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i)             Purchase Price .  The purchase price under each Restricted Share Purchase agreement shall be such amount as the Board shall determine and designate in such Restricted Share Purchase agreement.  The purchase price shall not be less than eighty-five percent (85%) of the Fair Market Value of the Shares on the date such award is made or at the time the purchase is consummated.

(ii)            Consideration .  The purchase price of the Shares acquired pursuant to the Restricted Share Purchase agreement shall be paid either: (A) in cash or by check at the time of purchase; (B) at the discretion of the Board, according to a deferred payment or other similar arrangement with the Participant, including use of a promissory note; or (C) in any other form of legal consideration that may be acceptable to the Board in its discretion.

(iii)           Vesting .  The Board shall determine the criteria under which Shares under the Restricted Share Purchase agreement may vest; the criteria may or may not include performance criteria or Continuous Service.  Shares acquired under the Restricted Share Purchase agreement may, but need not, be subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board.

(iv)           Termination of Participant’s Continuous Service .  In the event a Participant’s Continuous Service terminates, the Company may repurchase any or all of the Shares held by the Participant that have not vested as of the date of termination under the terms of the Restricted Share Purchase agreement.

(v)            Transferability .  Rights to acquire Shares under the Restricted Share Purchase agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Share Purchase agreement, as the Board shall determine in its discretion, so long as Shares awarded under the Restricted Share Purchase agreement remain subject to the terms of the Restricted Share Purchase agreement.

8.3            Share Appreciation Rights .  Two types of Share Appreciation Rights (“SARs”) shall be authorized for issuance under the Plan: (1) stand-alone SARs and (2) stapled SARs.

(i)             Stand-Alone SARs .  The following terms and conditions shall govern the grant and redeemability of stand-alone SARs:

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(A)           The stand-alone SAR shall cover a specified number of underlying Shares and shall be redeemable upon such terms and conditions as the Board may establish.  Upon redemption of the stand-alone SAR, the holder shall be entitled to receive a distribution from the Company in an amount equal to the excess of (i) the aggregate Fair Market Value (on the redemption date) of the Shares underlying the redeemed right over (ii) the aggregate base price in effect for those Shares.

(B)            The number of Shares underlying each stand-alone SAR and the base price in effect for those Shares shall be determined by the Board in its sole discretion at the time the stand-alone SAR is granted.  In no event, however, may the base price per Share be less than eighty-five percent (85%) of the Fair Market Value per underlying Share on the grant date.

(C)            The distribution with respect to any redeemed stand-alone SAR may be made in Shares valued at Fair Market Value on the redemption date, in cash, or partly in Shares and partly in cash, as the Board shall in its sole discretion deem appropriate.

(ii)            Stapled SARs .  The following terms and conditions shall govern the grant and redemption of stapled SARs:

(A)           Stapled SARs may only be granted concurrently with an Option to acquire the same number of Shares as the number of such Shares underlying the stapled SARs.

(B)            Stapled SARs shall be redeemable upon such terms and conditions as the Board may establish and shall grant a holder the right to elect among (i) the exercise of the concurrently granted Option for Shares, whereupon the number of Shares subject to the stapled SARs shall be reduced by an equivalent number, (ii) the redemption of such stapled SARs in exchange for a distribution from the Company in an amount equal to the excess of the Fair Market Value (on the redemption date) of the number of vested Shares which the holder redeems over the aggregate base price for such vested Shares, whereupon the number of Shares subject to the concurrently granted Option shall be reduced by any equivalent number, or (iii) a combination of (i) and (ii).

(C)            The distribution to which the holder of stapled SARs shall become entitled under this Section 8 upon the redemption of stapled SARs as described in Section 8.3(ii)(B) above may be made in Shares valued at Fair Market Value on the redemption date, in cash, or partly in Shares and partly in cash, as the Board shall in its sole discretion deem appropriate.

8.4            Phantom Share Units .  The following terms and conditions shall govern the grant and redeemability of Phantom Share Units:

(i)             Phantom Share Unit awards shall be redeemable by the Participant to the Company upon such terms and conditions as the Board may establish.  The value of a single Phantom Share Unit shall be equal to the Fair Market Value of a Share, unless the Board otherwise provides in the terms of the Share Award Agreement.

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(ii)            The distribution with respect to any exercised Phantom Share Unit award may be made in Shares valued at Fair Market Value on the redemption date, in cash, or partly in Shares and partly in cash, as the Board shall in its sole discretion deem appropriate.   Should Shares be issued pursuant to a Phantom Share Unit award in circumstances where they are not otherwise fully paid up, the Board may require the Participant to pay the aggregate Nominal Value of the Shares on the basis that such Shares underlying the Phantom Share Unit award shall then be allotted as fully paid to the Participant.

8.5            Restricted Share Units .  The following terms and conditions shall govern the grant and redeemability of Restricted Share Units:

A Restricted Share Unit is the right to receive the value of one (1) Ordinary Share at the time the Restricted Share Unit vests.  Should Shares be issued pursuant to a Restricted Share Unit award in circumstances where they are not otherwise fully paid up, the Board may require the Participant to pay the aggregate Nominal Value of the Shares on the basis that such Shares underlying the Restricted Share Unit award shall then be allotted as fully paid to the Participant.

To the extent permitted by the Committee in the terms of his or her Share Award Agreement, a Participant may elect to defer receipt of the value of the Shares otherwise deliverable upon the vesting of an award of Restricted Share Units, so long as such deferral election complies with applicable law, including to the extent applicable, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  An election to defer such delivery shall be irrevocable and shall be made in writing on a form acceptable to the Company.  The election form shall be filed prior to the vesting date of such Restricted Share Units in a manner determined by the Board.  When the Participant vests in such Restricted Share Units, the Participant will be credited with a number of Restricted Share Units equal to the number of Shares for which delivery is deferred.  Restricted Share Units may be paid by the Company by delivery of Shares, in cash, or a combination thereof, as the Board shall in its sole discretion deem appropriate, in accordance with the timing and manner of payment elected by the Participant on his or her election form, or if no deferral election is made, as soon as administratively practicable following the vesting of the Restricted Share Unit.

Each Restricted Share Unit agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate.  The terms and conditions of Restricted Share Unit agreements may change from time to time, and the terms and conditions of separate Restricted Share Unit agreements need not be identical, but each Restricted Share Unit agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i)             Vesting .  Vesting shall generally be based on the Participant’s Continuous Service.  Shares awarded under the Restricted Share Unit agreement shall be subject to a Share reacquisition right in favor of the Company in accordance with a vesting schedule to be determined by the Board.

(ii)            Termination of Participant’s Continuous Service .  In the event a Participant’s Continuous Service terminates, the Company shall reacquire any or all of the Shares held by the

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Participant that have not vested as of the date of termination under the terms of the Restricted Share Unit agreement.

(iii)           Transferability .  Rights to acquire the value of Shares under the Restricted Share Unit agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Share Unit agreement, as the Board shall determine in its discretion, so long as any Ordinary Shares awarded under the Restricted Share Unit agreement remain subject to the terms of the Restricted Share Unit agreement.

8.6            Performance Share Bonus Awards .  Each Performance Share Bonus agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate.  Performance Share Bonuses shall be paid by the Company in Ordinary Shares.  Should Shares be issued pursuant to a Performance Share Bonus award in circumstances where they are not otherwise fully paid up, the Board may require the Participant to pay the aggregate Nominal Value of the Shares on the basis that such Shares underlying the Performance Share Bonus award shall then be allotted as fully paid to the Participant.  The terms and conditions of Performance Share Bonus agreements may change from time to time, and the terms and conditions of separate Performance Share Bonus agreements need not be identical, but each Performance Share Bonus agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i)             Vesting .  Vesting shall be based on the achievement of certain performance criteria, whether financial, transactional or otherwise, as determined by the Board.  Vesting shall be subject to the Performance Share Bonus agreement.  Upon failure to meet performance criteria, Shares awarded under the Performance Share Bonus agreement shall be subject to a share reacquisition right in favor of the Company in accordance with a vesting schedule to be determined by the Board.

(ii)            Termination of Participant’s Continuous Service .  In the event a Participant’s Continuous Service terminates, the Company shall reacquire any or all of the Shares held by the Participant that have not vested as of the date of termination under the terms of the Performance Share Bonus agreement.

(iii)           Transferability .  Rights to acquire Shares under the Performance Share Bonus agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the Performance Share Bonus agreement, as the Board shall determine in its discretion, so long as Ordinary Shares awarded under the Performance Share Bonus agreement remain subject to the terms of the Performance Share Bonus agreement.

(iv)           Discretionary Adjustments and Limits .  Subject to the limits imposed under Section 162(m) of the Code for Share Awards that are intended to qualify as “performance-based compensation,” notwithstanding the satisfaction of any performance goals, the number of Shares granted, issued, retainable and/or vested under a Performance Share Bonus may, to the extent specified in the Share Award Agreement, be reduced, but not increased, by the Committee on the basis of such further considerations as the Committee shall determine

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8.7            Performance Share Units .  The following terms and conditions shall govern the grant and redeemability of Performance Share Units:

A Performance Share Unit is the right to receive the value of one (1) Ordinary Share at the time the Performance Share Unit vests.  Should Shares be issued pursuant to a Performance Share Unit award in circumstances where they are not otherwise fully paid up, the Board may require the Participant to pay the aggregate Nominal Value of the Shares on the basis that such Shares underlying the Performance Share Unit award shall then be allotted as fully paid to the Participant.

To the extent permitted by the Committee in the terms of his or her Share Award Agreement, a Participant may elect to defer receipt of the value of Shares otherwise deliverable upon the vesting of an award of Performance Share Units, so long as such deferral election complies with applicable law.  An election to defer such delivery shall be irrevocable and shall be made in writing on a form acceptable to the Company.  The election form shall be filed prior to the vesting date of such Performance Share Units in a manner determined by the Board.  When the Participant vests in such Performance Share Units, the Participant will be credited with a number of Performance Share Units equal to the number of Shares for which delivery is deferred.  Performance Share Units may be paid by the Company by delivery of Shares, in cash, or a combination thereof, as the Board shall in its sole discretion deem appropriate, in accordance with the timing and manner of payment elected by the Participant on his or her election form, or if no deferral election is made, as soon as administratively practicable following the vesting of the Performance Share Unit.

Each Performance Share Unit agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate.  The terms and conditions of Performance Share Unit agreements may change from time to time, and the terms and conditions of separate Performance Share Unit agreements need not be identical, but each Performance Share Unit agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i)             Vesting .  Vesting shall be based on the achievement of certain performance criteria, whether financial, transactional or otherwise, as determined by the Board.  Vesting shall be subject to the Performance Share Unit agreement.  Upon failure to meet performance criteria, Shares awarded under the Performance Share Unit agreement shall be subject to a Share reacquisition right in favor of the Company in accordance with a vesting schedule to be determined by the Board.

(ii)            Termination of Participant’s Continuous Service .  In the event a Participant’s Continuous Service terminates, the Company shall reacquire any or all of the Shares held by the Participant that have not vested as of the date of termination under the terms of the Performance Share Unit agreement.

(iii)           Transferability .  Rights to acquire the value of Shares under the Performance Share Unit agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the Performance Share Unit agreement, as the Board shall determine in its discretion, so long as Ordinary Shares awarded under the Performance Share Unit agreement remain subject to the terms of the Performance Share Unit agreement.

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(iv)           Discretionary Adjustments and Limits .  Subject to the limits imposed under Section 162(m) of the Code for Share Awards that are intended to qualify as “performance-based compensation,” notwithstanding the satisfaction of any performance goals, the number of Shares granted, issued, retainable and/or vested under a Performance Share Unit may, to the extent specified in the Share Award Agreement, be reduced, but not increased, by the Committee on the basis of such further considerations as the Committee shall determine.

IX. COVENANTS OF THE COMPANY.

9.1            Availability of Shares .  During the terms of the Share Awards, the Company shall keep available at all times the number of Ordinary Shares required to satisfy such Share Awards.

9.2            Securities Law Compliance .  The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Share Awards and to issue and sell Ordinary Shares upon exercise, redemption or satisfaction of the Share Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Share Award or any Ordinary Shares issued or issuable pursuant to any such Share Award.  If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Ordinary Shares under the Plan, the Company shall be relieved from any liability for failure to issue and sell Ordinary Shares related to such Share Awards unless and until such authority is obtained.

X. QUALIFYING PERFORMANCE-BASED COMPENSATION

10.1          General .  The Committee may establish performance criteria and the level of achievement versus such criteria that shall determine the number of Shares to be granted, retained, vested, issued or issuable under or in settlement of or the amount payable pursuant to a Share Award (including a, Restricted Share Bonus, Restricted Share Purchase Right, Restricted Share Unit, Performance Share Bonus or Performance Share Unit award), which criteria may be based on Qualifying Performance Criteria or other standards of financial performance and/or personal performance evaluations.  In addition, the Committee may specify that a Share Award or a portion of a Share Award is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code, provided that the performance criteria for such Award or portion of a Share Award that is intended by the Committee to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code shall be a measure based on one or more Qualifying Performance Criteria selected by the Committee and specified at the time the Award is granted, or within the time prescribed by Section 162(m) and shall otherwise be in compliance with Section 162(m).  The Committee shall certify the extent to which any Qualifying Performance Criteria has been satisfied, and the amount payable as a result thereof, prior to payment, settlement or vesting of any Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code.  Notwithstanding satisfaction of any performance goals, the number of Shares issued under or the amount paid under an award may, to the extent specified in the Share Award Agreement, be reduced, but not increased, by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine.

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10.2          Adjustments .  To the extent consistent with Section 162(m) of the Code, the Committee (a) shall appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to eliminate the effects of charges for restructurings, discontinued operations, extraordinary items and all items of gain, loss or expense determined to be extraordinary or unusual in nature or related to the disposal of a segment of a business or related to a change in accounting principle all as determined in accordance with standards established by opinion No. 30 of the Accounting Principles Board (APA Opinion No. 30) or other applicable or successor accounting provisions, as well as the cumulative effect of accounting changes, in each case as determined in accordance with generally accepted accounting principles or identified in the Company’s financial statements or notes to the financial statements, and (b) may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation, claims, judgments or settlements, (iii) the effect of changes in tax law or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs and (v) accruals of any amounts for payment under this Plan or any other compensation arrangement maintained by the Company.

XI. USE OF PROCEEDS FROM SHARES.

Proceeds from the sale of Ordinary Shares pursuant to Share Awards shall constitute general funds of the Company.

XII. CANCELLATION AND RE-GRANT OF OPTIONS.

12.1          The Board shall have the authority to effect, at any time and from time to time, (i) the repricing of any outstanding Options under the Plan and/or (ii) with the consent of the affected Optionholders, the cancellation of any outstanding Options under the Plan and the grant in substitution therefor of new Options under the Plan covering the same or different number of Shares, but having an exercise price per Share not less than eighty-five percent (85%) of the Fair Market Value (one hundred percent (100%) of Fair Market Value in the case of an Incentive Stock Option or, in the case of a Ten Percent Shareholder (as described in Section 5.2 of the Plan), not less than one hundred ten percent (110%) of the Fair Market Value) per Share on the new grant date.  Notwithstanding the foregoing, the Board may grant an Option with an exercise price lower than that set forth above if such Option is granted as part of a transaction to which Section 424(a) of the Code applies.  Prior to the implementation of any such repricing or cancellation of one or more outstanding Options, the Board shall obtain the approval of the shareholders of the Company to the extent required by any New York Stock Exchange, Nasdaq or other securities exchange listing requirements, or applicable law.

12.2          Shares subject to an Option canceled under this Section 12 shall continue to be counted against the maximum award of Options permitted to be granted pursuant to Section 5.3 of the Plan.  The repricing of an Option under this Section 12, resulting in a reduction of the exercise price, shall be deemed to be a cancellation of the original Option and the grant of a substitute Option; in the event of such repricing, both the original and the substituted Options shall be counted against the maximum awards of Options permitted to be granted pursuant to Section 5.3 of the Plan.

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The provisions of this Section 12.2 shall be applicable only to the extent required by Section 162(m) of the Code.

XIII. MISCELLANEOUS.

13.1          Acceleration of Exercisability and Vesting .  The Board (or Committee, if so authorized by the Board) shall have the power to accelerate exercisability and/or vesting when it deems fit, such as upon a Change of Control.  The Board or Committee shall have the power to accelerate the time at which a Share Award may first be exercised or the time during which a Share Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award Agreement stating the time at which it may first be exercised or the time during which it will vest.

13.2          Shareholder Rights .  No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to a Share Award except to the extent that the Company has issued the Shares relating to such Share Award.

13.3          No Employment or other Service Rights .  Nothing in the Plan or any instrument executed or Share Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Share Award was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company, and any applicable provisions of the corporate law of the state or other jurisdiction in which the Company is domiciled, as the case may be.

13.4          Incentive Stock Option $100,000 Limitation .  To the extent that the aggregate Fair Market Value (determined at the time of grant) of the Ordinary Shares with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Share Options.

13.5          Investment Assurances .  The Company may require a Participant, as a condition of exercising or redeeming a Share Award or acquiring Shares under any Share Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of acquiring the Shares; (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring the Shares subject to the Share Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Shares; and (iii) to give such other written assurances as the Company may determine are reasonable in order to comply with applicable law.  The foregoing requirements, and any assurances given pursuant to such

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requirements, shall be inoperative if (1) the issuance of the Shares under the Share Award has been registered under a then currently effective registration statement under the Securities Act or (2) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws, and in either case otherwise complies with applicable law.  The Company may, upon advice of counsel to the Company, place legends on Share certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable laws, including, but not limited to, legends restricting the transfer of the Shares.

13.6          Withholding Obligations .  To the extent provided by the terms of a Share Award Agreement, the Participant may satisfy any federal, state, local, or foreign tax withholding obligation relating to the exercise or redemption of a Share Award or the acquisition, vesting, distribution or transfer of Ordinary Shares under a Share Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold Shares from the Shares otherwise issuable to the Participant, provided, however, that no Shares are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company owned and unencumbered Shares.  The Participant may also satisfy such tax withholding obligation by any other means set forth in the applicable Share Award Agreement.

XIV. ADJUSTMENTS UPON CHANGES IN SHARES.

14.1          Capitalization Adjustments .  If any change is made in the Ordinary Shares subject to the Plan, or subject to any Share Award, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, share dividend, spinoff, dividend in property other than cash, share split, liquidating dividend, extraordinary dividends or distributions, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan may be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan or to grants of Full-Value Share Awards pursuant to Section 4.1 above, the maximum number of securities subject to award to any person pursuant to Sections 5.3 or 5.4 above, and the number of securities subject to the option grants to Eligible Directors under Section 7 of the Plan, and the outstanding Share Awards may be appropriately adjusted in the class(es) and number of securities and price per share of the securities subject to such outstanding Share Awards.  The Board may make such adjustments in its sole discretion, and its determination shall be final, binding and conclusive.  (The conversion of any convertible securities of the Company shall not be treated as a transaction “without receipt of consideration” by the Company.)

An adjustment under this provision may have the effect of reducing the price at which Ordinary Shares may be acquired to less than their Nominal Value (the “Shortfall”), but only if and to the extent that the Board shall be authorized to capitalize from the reserves of the Company a sum equal to the Shortfall and to apply that sum in paying up that amount on the Ordinary Shares.

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14.2          Adjustments Upon a Change of Control .

(i)             In the event of a Change of Control as defined in 2.4(i) through 2.4(iv), such as an asset sale, merger, or change in ownership of voting power, then any surviving entity or acquiring entity shall assume or continue any Share Awards outstanding under the Plan or shall substitute similar share awards (including an award to acquire substantially the same consideration paid to the shareholders in the transaction by which the Change of Control occurs) for those outstanding under the Plan.  In the event any surviving entity or acquiring entity refuses to assume or continue such Share Awards or to substitute similar share awards for those outstanding under the Plan, then with respect to Share Awards held by Participants whose Continuous Service has not terminated, the Board in its sole discretion and without liability to any person may (1) provide for the payment of a cash amount in exchange for the cancellation of a Share Award equal to the product of (x) the excess, if any, of the Fair Market Value per Share at such time over the exercise or redemption price, if any, times (y) the total number of Shares then subject to such Share Award, (2) continue the Share Awards, or (3) notify Participants holding an Option, Share Appreciation Right, or Phantom Share Unit that they must exercise or redeem any portion of such Share Award (including, at the discretion of the Board, any unvested portion of such Share Award) at or prior to the closing, of the transaction by which the Change of Control occurs and that the Share Awards shall terminate if not so exercised or redeemed at or prior to the closing of the transaction by which the Change of Control occurs.  With respect to any other Share Awards outstanding under the Plan, such Share Awards shall terminate if not exercised or redeemed prior to the closing of the transaction by which the Change of Control occurs.  The Board shall not be obligated to treat all Share Awards, even those that are of the same type, in the same manner.

(ii)            In the event of a Change of Control as defined in 2.4(v), such as a dissolution of the Company, all outstanding Share Awards shall terminate immediately prior to such event.

XV. AMENDMENT OF THE PLAN AND SHARE AWARDS.

15.1          Amendment of Plan .  The Board at any time, and from time to time, may amend the Plan.  However, except as provided in Section 14 of the Plan relating to adjustments upon changes in the Ordinary Shares, no amendment shall be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy the requirements of Section 422 of the Code, any New York Stock Exchange, Nasdaq or other securities exchange listing requirements, or other applicable law or regulation.

15.2          Shareholder Approval .  The Board may, in its sole discretion, submit any other amendment to the Plan for shareholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers.

15.3          Contemplated Amendments .  It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith.

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15.4          No Material Impairment of Rights .  Rights under any Share Award granted before amendment of the Plan shall not be materially impaired by any amendment of the Plan unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

15.5          Amendment of Share Awards .  The Board at any time, and from time to time, may amend the terms of any one or more Share Awards; provided, however, that the rights under any Share Award shall not be materially impaired by any such amendment unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

XVI. TERMINATION OR SUSPENSION OF THE PLAN.

16.1          Plan Term .  The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10 th ) anniversary of the date the Plan is approved by the shareholders of the Company.  No Share Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

16.2          No Material Impairment of Rights .  Suspension or termination of the Plan shall not materially impair rights and obligations under any Share Award granted while the Plan is in effect except with the written consent of the Participant.

XVII. EFFECTIVE DATE OF PLAN.

The Plan shall become effective on the date that it is approved by the shareholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board.  No Share Awards may be granted under the Plan prior to the time that the shareholders have approved the Plan.  The approval or disapproval of the Plan by the shareholders of the Company shall have no effect on any other equity compensation plan, program or arrangement sponsored by the Company or any of its Affiliates.

XVIII. CHOICE OF LAW.

The law of the State of California shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of laws rules.

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Exhibit 10.4

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
2001 SHARE OPTION PLAN

AMENDED AND RESTATED: December 5, 2002
APPROVED BY SHAREHOLDERS: December 3, 2002

LAST AMENDED AND RESTATED: July 3, 2010
TERMINATION DATE: February 1, 2011

1.                                        PURPOSES.

(a)            Eligible Share Award Recipients .  The persons eligible to receive Options are the Employees, Directors and Consultants of the Company and its Affiliates.

(b)            Available Share Awards .  The purpose of the Plan is to provide a means by which eligible recipients of Options may be given an opportunity to benefit from increases in value of the Ordinary Shares through the granting of either (i) Incentive Stock Options or (ii) Nonstatutory Share Options.

(c)            General Purpose .  The Company, by means of the Plan, which is an amended and restated version of the Company’s 2001 Share Option Plan (“Predecessor Plan”), seeks to provide incentives for the group of persons eligible to receive Options to exert maximum efforts for the success of the Company and its Affiliates.  Options granted under the Predecessor Plan shall continue to be governed by the terms of the Predecessor Plan in effect on the date of grant of such award.

2.                                        DEFINITIONS.

(a)            “Affiliate” means generally with respect to the Company, any entity directly, or indirectly through one or more intermediaries, controlling or controlled by (but not under common control with) the Company. Solely with respect to the granting of any Incentive Stock Options, Affiliate means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

(b)            “Board” means the Board of Directors of the Company.

(c)            “Code” means the U.S. Internal Revenue Code of 1986, as amended.

(d)            “Committee” means a committee of one or more members of the Board (or other individuals who are not members of the Board to the extent allowed by law) appointed by the Board in accordance with subsection 3(c).

(e)            “Company” means Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland with limited liability under registered number 480010, or any successor thereto.

(f)             “Consultant” means any person, including an advisor, (i) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services or (ii) who is a member of the Board of Directors of an Affiliate.  However, the term “Consultant” shall not include either Directors who are not compensated by the Company for their services as Directors or Directors who are merely paid a director’s fee by the Company for their services as Directors.

(g)            “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated.  The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service.  For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director will not constitute an interruption of Continuous Service.  The Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave.

(h)            “Covered Employee” means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to shareholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code.

(i)             “Director” means a member of the Board of Directors of the Company.

(j)             “Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code.

(k)            “Employee” means any person employed by the Company or an Affiliate.  Mere service as a Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.

(l)             “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

(m)           “Fair Market Value” means, as of any date, the value of the Ordinary Shares determined as follows:

(i)             If the Shares are listed on any established stock exchange or traded on the Nasdaq Global Select Market or the Nasdaq Capital Market, the Fair Market Value of a Share shall be the arithmetic mean of the high and the low selling prices of the Shares as reported on such date on the Composite Tape of the principal national securities exchange on which the Shares are listed or admitted to trading, or if no Composite Tape exists for such national securities exchange on such date, then on the principal national

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securities exchange on which such the Shares are listed or admitted to trading, or, if the Shares are not listed or admitted on a national securities exchange, the arithmetic mean of the closing bid price and per share closing ask price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted), or if no sale of Shares shall have been reported on such Composite Tape or such national securities exchange on such date or quoted on the National Association of Securities Dealers Automated Quotation System on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used.

(ii)            In the absence of such markets for the Ordinary Shares, the Fair Market Value shall be determined in good faith by the Board.

(n)            “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder .

(o)            “Non-Employee Director” means a Director who either (i) is not a current Employee or Officer of the Company or its parent or a subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or a subsidiary for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

(p)            “Nonstatutory Share Option” means an Option not intended to qualify as an Incentive Stock Option.

(q)            “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder .

(r)             “Option “ means an Incentive Stock Option or a Nonstatutory Share Option granted pursuant to the Plan.

(s)            “Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option grant.  Each Option Agreement shall be subject to the terms and conditions of the Plan.

(t)             “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(u)            “Ordinary Share” or “Share” means an ordinary share of the Company, nominal value US$0.00001.

(v)            “Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of Treasury Regulations

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promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an “affiliated corporation” at any time and is not currently receiving direct or indirect remuneration from the Company or an “affiliated corporation” for services in any capacity other than as a Director or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.

(w)           “Plan” means this Seagate Technology public limited company Amended and Restated 2001 Share Option Plan.

(x)             “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule l6b-3, as in effect from time to time.

(y)            “Securities Act” means the U.S. Securities Act of 1933, as amended.

(z)             “Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of any of its Affiliates.

3.                                        ADMINISTRATION.

(a)            Administration by Board .  The Board shall administer the Plan unless and until the Board delegates administration to a Committee, as provided in subsection 3(c).

(b)            Powers of Board .  The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i)             To determine from time to time which of the persons eligible under the Plan shall be granted Options; when and how each Option shall be granted; what type or combination of types of Option shall be granted; the provisions of each Option granted (which need not be identical), including the time or times when a person shall be permitted to receive Ordinary Shares pursuant to an Option; and the number of Shares with respect to which an Option shall be granted to each such person.

(ii)            To construe and interpret the Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration.  The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Option Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(iii)           To amend the Plan or an Option as provided in Section 13.

(iv)           Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company which are not in conflict with the provisions of the Plan.

(v)            To adopt sub-plans and/or special provisions applicable to Options regulated by the laws of a jurisdiction other than and outside of the United States. Such

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sub-plans and/or special provisions may take precedence over other provisions of this Plan, with the exception of Section 4, but unless otherwise superseded by the terms of such sub-plans and/or special provisions, the provisions of this Plan shall govern.

(c)            Delegation to Committee .

(i)             General .  The Board may delegate administration of the Plan to a Committee or Committees of one (1) or more individuals, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated.  If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.  The Board may abolish the Committee at any time and revest in the Board the administration of the Plan.

(ii)            Committee Composition when the Ordinary Shares are Publicly Traded .  At such time as the Ordinary Shares are publicly traded, in the discretion of the Board, a Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, and/or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.  Within the scope of such authority, the Board or the Committee may (1) delegate to a committee of one or more individuals who are not Outside Directors the authority to grant Options to eligible persons who are either (a) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Options or (b) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code and/or (2) delegate to a committee of one or more individuals who are not Non-Employee Directors the authority to grant Options to eligible persons who are not then subject to Section 16 of the Exchange Act.

(d)            Effect of Board’s Decision .  The Plan and all determinations, interpretations and constructions made by the Board in its sole discretion and reasonable good faith determination shall not be subject to review by any person and shall be final, binding and conclusive on all persons, including all successors and assigns of the Company and an Optionholder, including without limitation, the estate of such Optionholder and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Optionholder’s creditors.  The terms and conditions of Options and the Board’s determinations and interpretations with respect thereto need not be the same with respect to each Optionholder (whether or not such Optionholders are similarly situated).

4.                                        SHARES SUBJECT TO THE PLAN.

(a)            Share Reserve .  Subject to the provisions of Section 12 relating to adjustments upon changes in the Ordinary Shares, the maximum aggregate number of Shares that may be

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issued pursuant to Options shall not exceed 100,000,000 Shares, reduced by the aggregate number of Shares issued upon the exercise of Share options granted under the Predecessor Plan.

(b)            Reversion of Shares to the Share Reserve .  If any Option (including a Share option granted under the Predecessor Plan) shall for any reason (i) expire or otherwise terminate, in whole or in part, without having been exercised or redeemed in full, (ii) be reacquired by the Company prior to vesting, or (iii) be repurchased by the Company prior to vesting, the Shares not acquired under such Option shall revert to and again become available for issuance under the Plan.

(c)            Source of Shares .  The Shares subject to the Plan may be unissued Shares or reacquired Shares, bought on the market or otherwise.

5.                                        ELIGIBILITY.

(a)            Eligibility for Specific Share Awards .  Incentive Stock Options may be granted only to Employees.  Nonstatutory Share Options may be granted to Employees, Directors and Consultants.

(b)            Ten Percent Shareholders .  A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Ordinary Shares at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

(c)            Section 162(m) Limitation .  Subject to the provisions of Section 12 relating to adjustments upon changes in the Ordinary Shares, no Employee shall be eligible to be granted Options covering more than 15,000,000 Shares during any fiscal year.

(d)            Consultants .

(i)             A Consultant shall not be eligible for the grant of an Option if, at the time of grant, a Form S-8 Registration Statement under the Securities Act (“Form S-8”) is not available to register either the offer or the sale of the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, or because the Consultant is not a natural person, or as otherwise provided by the rules governing the use of Form S-8, unless the Company determines both (i) that such grant (A) shall be registered in another manner under the Securities Act (e.g., on a Form S-3 Registration Statement) or (B) does not require registration under the Securities Act in order to comply with the requirements of the Securities Act, if applicable, and (ii) that such grant complies with the securities laws of all other relevant jurisdictions.

(ii)            Form S-8 generally is available to consultants and advisors only if (i) they are natural persons; (ii) they provide bona fide services to the issuer, its parents, its majority owned subsidiaries; and (iii) the services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the issuer’s securities.

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6.                                        OPTION PROVISIONS.

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate.  All Options shall be separately designated Incentive Stock Options or Nonstatutory Share Options at the time of grant.  The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

(a)            Term .  Subject to the provisions of subsection 5(b) regarding Ten Percent Shareholders, no Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date it was granted.

(b)            Exercise Price of an Incentive Stock Option .  Subject to the provisions of subsection 5(b) regarding Ten Percent Shareholders, the exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Shares subject to the Option on the date the Option is granted.  Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

(c)            Exercise Price of a Nonstatutory Share Option .  The exercise price of each Nonstatutory Share Option shall be not less than eighty-five percent (85%) of the Fair Market Value of the Shares subject to the Option on the date the Option is granted.  Notwithstanding the foregoing, a Nonstatutory Share Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

(d)            Consideration .  The purchase price of Ordinary Shares acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or by check at the time the Option is exercised or (ii) at the discretion of the Board at the time of the grant of the Option (or subsequently in the case of a Nonstatutory Share Option) (1) by delivery to the Company of other Shares, (2) to the extent permitted by law, according to a deferred payment or other similar arrangement with the Optionholder, including use of a promissory note, (3) pursuant to a “same day sale” program, or (4) by some combination of the foregoing.  Unless otherwise specifically provided in the Option Agreement, the purchase price of Shares acquired pursuant to an Option that is paid by delivery to the Company of other Shares acquired, directly or indirectly from the Company, shall be paid only by Shares of the Company that have been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes).

In the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the market rate of interest and contain such other terms and conditions necessary to avoid a charge to earnings for financial accounting purposes as a result of the use of such deferred payment arrangement.  In addition, the promissory note documenting

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such arrangement shall be a full recourse note and shall be secured by the Shares purchased upon exercise of the Option.

In the case of any payment of the purchase price of Shares by delivery of other Shares, if permitted under the terms of the Optionholder’s Option Agreement, the Optionholder may, subject to procedures satisfactory to the Board, satisfy such delivery requirement by presenting proof of beneficial ownership of such shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.

(e)            Transferability of an Incentive Stock Option .  An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.  Notwithstanding the foregoing, if provided in the Option Agreement, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

(f)             Transferability of a Nonstatutory Share Option .  A Nonstatutory Share Option shall be transferable to the extent provided in the Option Agreement.  If the Nonstatutory Share Option does not provide for transferability, then the Nonstatutory Share Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, if provided in the Option Agreement, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

(g)            Vesting Generally .  Options granted under the Plan shall be vested and exercisable at such time and upon such terms and conditions as may be determined by the Board. The vesting provisions of individual Options may vary.  Generally, so long as the Optionholder remains in continuous service with the Company, an Option shall vest and become exercisable over a four year period with respect to 25% of the Shares subject to the Option on the first anniversary of the date of grant and in equal monthly installments of the remaining 75% of the Shares subject to the Option over the next three years.  The provisions of this subsection 6(g) are subject to any Option provisions governing the minimum number of Shares as to which an Option may be exercised.

(h)            Termination of Continuous Service .  In the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement.  If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate.

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(i)             Extension of Termination Date .  An Optionholder’s Option Agreement may also provide that if the exercise of the Option following the termination of the Optionholder’s Continuous Service (other than upon the Optionholder’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act or other applicable securities law, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in the Option Agreement or (ii) the expiration of a period of three (3) months after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements.

(j)             Disability of Optionholder .  In the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement) or (ii) the expiration of the term of the Option as set forth in the Option Agreement.  If, after termination, the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate.

(k)            Death of Optionholder .  In the event (i) an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s death pursuant to subsection 6(e) or 6(f), but only within the period ending on the earlier of (l) the date twelve (12) months following the date of death (or such longer or shorter period specified in the Option Agreement) or (2) the expiration of the term of such Option as set forth in the Option Agreement.  If, after death, the Option is not exercised within the time specified herein, the Option shall terminate.

(l)             Early Exercise .  The Option Agreement may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the Shares subject to the Option prior to the full vesting of the Option.  Any unvested Shares so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board determines to be appropriate.

7.                                        OPTIONS TO NON-EMPLOYEE DIRECTORS.

In addition to any other Options that Non-Employee Directors may be granted under the Plan, each Non-Employee Director of the Company shall be automatically granted without the necessity of action by the Board, the following option grants:

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(a)            An initial Option to purchase 150,000 Shares, or such lesser number as may be established by the Board from time to time, on the date of his or her initial election as a Non-Employee Director (the “Initial Grant”).

(b)            An automatic annual Option to purchase 50,000 Shares, or such lesser number as may be established by the Board from time to time (which need not be the same for each Non-Employee Director), at an option exercise price equal to one hundred percent (100%) of the Fair Market Value of the Shares on the date immediately following the date of the Annual Meeting of Shareholders of the Company, beginning with the Annual Meeting following the Company’s fiscal year ending in 2003 (the “Annual Grant”), provided that the Non-Employee Director has completed at least six months of service as a Director from the date of the Initial Grant.

(c)            Options granted pursuant to an Initial Grant or Annual Grant generally shall vest over a period of four (4) years, with 25% of the Shares subject to an Option becoming vested and exercisable upon the first anniversary of the date of grant and the remaining 75% of the Shares subject to an Option becoming vested and exercisable in equal monthly installments over the next three years, provided that the Optionholder continues in the service of the Company throughout the relevant vesting period.  In all other respects, Options granted pursuant to an Initial Grant or Annual Grant shall contain in substance such terms and conditions as are allowable under Section 6 with respect to Options as shall be determined by the Board from time to time.

8.                                        COVENANTS OF THE COMPANY.

(a)            Availability of Shares .  During the terms of the Options, the Company shall keep available at all times the number of Ordinary Shares required to satisfy such Options.

(b)            Securities Law Compliance .  The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Options and to issue and sell Ordinary Shares upon exercise of the Options; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Option or any Shares issued or issuable pursuant to any such Option.  If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Shares under the Plan, the Company shall be relieved from any liability for failure to issue and sell Shares upon exercise of such Options unless and until such authority is obtained.

9.                                        USE OF PROCEEDS FROM SHARES.

Proceeds from the sale of Ordinary Shares pursuant to the exercise of Options shall constitute general funds of the Company.

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10.                                  CANCELLATION AND RE-GRANT OF OPTIONS.

(a)            The Board shall have the authority to effect, at any time and from time to time, (i) the repricing of any outstanding Options under the Plan and/or (ii) with the consent of the affected Optionholders, the cancellation of any outstanding Options under the Plan and the grant in substitution therefor of new Options under the Plan covering the same or different number of Shares, but having an exercise price per Share not less than eighty-five percent (85%) of the Fair Market Value (one hundred percent (100%) of Fair Market Value in the case of an Incentive Stock Option or, in the case of a Ten Percent shareholder (as described in subsection 5(b)), not less than one hundred ten percent (110%) of the Fair Market Value) per Share on the new grant date. Notwithstanding the foregoing, the Board may grant an Option with an exercise price lower than that set forth above if such Option is granted as part of a transaction to which section 424(a) of the Code applies.

(b)            Shares subject to an Option canceled under this Section 10 shall continue to be counted against the maximum award of Options permitted to be granted pursuant to subsection 5(c) of the Plan. The repricing of an Option under this Section 10, resulting in a reduction of the exercise price, shall be deemed to be a cancellation of the original Option and the grant of a substitute Option; in the event of such repricing, both the original and the substituted Options shall be counted against the maximum awards of Options permitted to be granted pursuant to subsection 5(c) of the Plan. The provisions of this subsection 10(b) shall be applicable only to the extent required by Section 162(m) of the Code.

11.                                  MISCELLANEOUS.

(a)            Acceleration of Exercisability and Vesting .  The Board shall have the power to accelerate the time at which an Option may first be exercised or the time during which an Option or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Option Agreement stating the time at which it may first be exercised or the time during which it will vest.

(b)            Shareholder Rights .  No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to such Option, including but not limited to Shareholder voting rights and rights to receive dividends with respect to Shares, unless and until such Participant has satisfied all requirements for exercise of the Option pursuant to its terms.

(c)            No Employment or other Service Rights .  Nothing in the Plan or any instrument executed or Option granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Option was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state or country in which the Company or the Affiliate is domiciled, as the case may be.

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(d)            Incentive Stock Option $100,000 Limitation .  To the extent that the aggregate Fair Market Value (determined at the time of grant) of the Ordinary Shares with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Share Options.

(e)            Investment Assurances .  The Company may require an Optionholder, as a condition of exercising or acquiring Shares under any Option, (i) to give written assurances satisfactory to the Company as to the Optionholder’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Option; and (ii) to give written assurances satisfactory to the Company stating that the Optionholder is acquiring the Shares subject to the Option for the Optionholder’s own account and not with any present intention of selling or otherwise distributing the Shares.  The foregoing requirements, and any assurances given pursuant to such requirements, shall generally be inoperative if (1) the issuance of the Shares upon the exercise or acquisition of Shares under the Option has been registered under a then currently effective registration statement under the Securities Act or (2) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws.  The Company may, upon advice of counsel to the Company, place legends onShare certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Shares.

(f)             Withholding Obligations .  To the extent provided by the terms of an Option Agreement, the Participant may satisfy any federal, state, local or foreign tax withholding obligation relating to the exercise or acquisition of Ordinary Shares under an Option by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold Shares from the Shares otherwise issuable to the Participant as a result of the exercise or acquisition of Shares under the Option, provided, however, that no Shares are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company owned and unencumbered Shares.  The Participant may also satisfy such tax withholding obligation by any other means set forth in the applicable Option Agreement.

12.                                  ADJUSTMENTS UPON CHANGES IN SHARES.

(a)            Capitalization Adjustments .  If any change is made in the Ordinary Shares subject to the Plan, or subject to any Option, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, share dividend, spinoff, dividend in property other than cash, share split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to subsection 4(a), the maximum

12

number of securities subject to the option grants to any person pursuant to subsection 5(c), and the number of securities subject to the option grants to Non-Employee Directors under Section 7, and the outstanding Options will be appropriately adjusted in the class(es) and number of securities and price per share of the securities subject to such outstanding Options.  The Board shall make such adjustments, and its determination shall be final, binding and conclusive.  (The conversion of any convertible securities of the Company shall not be treated as a transaction “without receipt of consideration” by the Company.)

(b)            Dissolution or Liquidation .  In the event of a dissolution or liquidation of the Company, then all outstanding Options shall terminate immediately prior to such event.

(c)            Asset Sale, Merger, Consolidation or Reverse Merger .  In the event of (i) a sale, exchange, lease or other disposition of all or substantially all of the consolidated assets of the Company, (ii) a merger or consolidation or other transaction in which the Company is not the surviving corporation or (iii) a reverse merger or other transaction in which the Company is the surviving corporation but the Ordinary Shares outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise (individually, a “Corporate Transaction”), then any surviving corporation or acquiring corporation shall assume any Options outstanding under the Plan or shall substitute similar share awards (including an award to acquire the same consideration paid to the shareholders in the Corporate Transaction) for those outstanding under the Plan.  In the event any surviving corporation or acquiring corporation refuses to assume such Options or to substitute similar share awards for those outstanding under the Plan, then with respect to Options held by Optionholders whose Continuous Service has not terminated, the Board in its sole discretion and without liability to any person may (i) provide for the payment of a cash amount in exchange for the cancellation of an Option equal to the product of (x) the excess, if any, of the Fair Market Value per Share at such time over the exercise or redemption price, if any, times (y) the total number of Shares then subject to such Option, (ii) continue the Options, or (iii) notify Optionholders that they must exercise or redeem any portion of the Option (including, at the discretion of the Board, any unvested portion of the Option) at or prior to the closing of the Corporate Transaction and that the Options shall terminate if not so exercised or redeemed at or prior to the closing of the Corporate Transaction.  With respect to any other Options outstanding under the Plan, such Options shall terminate if not exercised or redeemed (if applicable) prior to the closing of the Corporate Transaction.

13.                                  AMENDMENT OF THE PLAN AND OPTIONS.

(a)            Amendment of Plan .  The Board at any time, and from time to time, may amend the Plan.  However, except as provided in Section 12 relating to adjustments upon changes in the Ordinary Shares, no amendment shall be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy the requirements of Section 422 of the Code, any New York Stock Exchange, Nasdaq or other securities exchange listing requirements, or other applicable law.

(b)            Shareholder Approval .  The Board may, in its sole discretion, submit any other amendment to the Plan for shareholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations

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thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers.

(c)            Contemplated Amendments .  It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith.

(d)            No Material Impairment of Rights .  Rights under any Option granted before amendment of the Plan shall not be materially impaired by any amendment of the Plan unless (i) the Company requests the consent of the Optionholder and (ii) the Optionholder consents in writing.

(e)            Amendment of Options .  The Board at any time, and from time to time, may amend the terms of any one or more Options; provided, however, that the rights under any Option shall not be materially impaired by any such amendment unless (i) the Company requests the consent of the Optionholder and (ii) the Optionholder consents in writing.

14.                                  TERMINATION OR SUSPENSION OF THE PLAN.

(a)            Plan Term .  The Board may suspend or terminate the Plan at any time.  Unless sooner terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of the date that the Predecessor Plan was adopted by the Board or approved by the shareholders of the Company, whichever occurred earlier.  No Options may be granted under the Plan while the Plan is suspended or after it is terminated.

(b)            No Material Impairment of Rights .  Suspension or termination of the Plan shall not materially impair rights and obligations under any Option granted while the Plan is in effect except with the written consent of the Optionholder.

15.                                  EFFECTIVE DATE OF PLAN.

The Plan shall become effective as determined by the Board, but no Option shall be exercised (with the exception of an Option granted under the Predecessor Plan) unless and until the Plan has been approved by the shareholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board.

16.                                  CHOICE OF LAW.

The law of the State of California shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of laws rules.

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Exhibit 10.5

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

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 plc, an Irish company (the “Corporation”) and its Designated Subsidiaries, to purchase Ordinary Shares 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.

2.4            “Companies Act” shall mean the Companies Act 1963 of Ireland.

2.5            “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 share award granted to the Employee by the Corporation or a Designated Subsidiary, and other forms of extraordinary compensation. The Committee shall have the authority to determine and

(ESPP – JULY 2010)

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approve all forms of pay to be included in the definition of Compensation and may change the definition on a prospective basis.

2.6            “Corporation” shall mean Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland with limited liability under registered number 480010, or any successor thereto.

2.7            “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.

2.8            “Effective Date” shall mean the date on which the registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission pursuant to Rule 424 under the Securities Act for the initial public offering of Seagate Technology common stock (the “Registration Statement”) became effective.

2.9            “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.

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

2.11          “Fair Market Value” on a given date of determination (i.e., an Offering Date or Purchase Date, as appropriate) shall mean the value of the Ordinary Shares determined as follows: (i) if the Shares are listed on any established stock exchange or a national market system, the Fair Market Value shall be the closing sales price for a Share (or the closing bid, if no sales were reported) on the date of determination as quoted on such exchange or system on which the Shares have 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 Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value shall be the mean of the closing bid and asked prices for the Shares 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 Shares, 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 Seagate Technology common stock shall be the initial price to the public as set forth in the final prospectus included with the Registration Statement.

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2.12          “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.

2.13          “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.

2.14          “Offering Price” shall mean the Fair Market Value of a Share on the Offering Date of an Offering Period .

2.15          “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.

2.16          “Ordinary Share” or “Share” means an ordinary share of the Company, nominal value US$0.00001.

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, as amended and restated.

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 shall end at the completion of the seventh complete calendar month following the Effective Date unless otherwise determined by the

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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.”

2.23          “Shareowner” shall mean a record holder of Ordinary Shares entitled to vote such Shares 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, which is also a subsidiary within the meaning of Section 155 of the Companies Act.

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 Ordinary Shares are being publicly traded on one or more of such exchanges or 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. The 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)) Ordinary Shares, including Shares 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 securities of the Corporation or of any of its Subsidiaries. All Employees who participate in the 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

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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 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

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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 Ordinary Shares 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.

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

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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 Ordinary Shares 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.                                     SHARES

Subject to adjustment as set forth in Section 11, the maximum number of Ordinary Shares, 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 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

(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.

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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, 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 Shares under the Plan if such option would permit his or her rights to purchase Shares 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 Shares (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 on the Purchase Date on which the Shares are purchased; provided 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 on the Purchase Date.

9.                                     PURCHASE OF SHARES

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 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 purchased upon exercise of an

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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 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 Ordinary Shares 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 Shares as full payment for the Shares and the Shares 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 or return such amount to the 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 Ordinary Shares because of a merger, consolidation, spin-off, reorganization, recapitalization, dividend in property other than cash, share split, reverse share split, share dividend, liquidating dividend, combination or reclassification of the Ordinary Shares (including any such change in the number of Shares effected in connection with a change in domicile of the Corporation), or any other increase or decrease in the number of Ordinary Shares 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.

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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.

13.                              TRANSFERABILITY

Neither payroll deductions credited to a Participant’s bookkeeping account nor any rights to exercise an option or to receive Shares 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

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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 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 share certificates which

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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 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) 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 Ordinary Shares under the Plan shall be subject to the approval of any governmental authority required in

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connection with the Plan or the authorization, issuance, sale, or delivery of Shares 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 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 purchased and the remaining cash balance, if any.

23.          DESIGNATION OF BENEFICIARY FOR OWNED SHARES

With respect to Ordinary Shares 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 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 and/or cash to the executor or

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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 and/or cash to the spouse, or to any one or more 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 Ordinary Shares 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 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.

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APPENDIX A

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

DESIGNATED SUBSIDIARIES

Seagate Technology (US) Holdings, Inc.

Seagate US LLC

Seagate Technology Australia Pty. Limited

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)

Penang Seagate Industries (M) Sdn. Bhd.

Seagate Technology Media (Ireland)

Nippon Seagate Inc.

Seagate Singapore International Headquarters Pte. Ltd.

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

Seagate Technology (Netherlands) B.V.

APPENDIX B

SUBPLAN UNDER THE SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY EMPLOYEE STOCK PURCHASE PLAN

1.                                       Purpose .  The purpose of this subplan under the Seagate Technology public limited company 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 public limited company 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 PUBLIC LIMITED COMPANY EMPLOYEE STOCK PURCHASE PLAN FOR EMPLOYEES IN MALAYSIA

1.                                       Purpose .  The purpose of this subplan under the Seagate Technology public limited company Employee Stock Purchase Plan (the “Subplan”) is to set forth requirements with respect to the participation by eligible Employees at Penang Seagate Industries (M) Sdn. Bhd. and Seagate International (Johor) Sdn. Bhd. in Malaysia in the Seagate Technology public limited company 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 share 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.  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, 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 PUBLIC LIMITED COMPANY EMPLOYEE STOCKPURCHASE PLAN FOR EMPLOYEES IN THAILAND

1.                                       Purpose .  The purpose of this subplan under the Seagate Technology public limited company 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 public limited company 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 share 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.  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, 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 PUBLIC LIMTED COMPANY EMPLOYEE STOCK PURCHASE PLAN FOR EMPLOYEES IN SINGAPORE

1.                                       Purpose .  The purpose of this subplan under the Seagate Technology public limited company 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 Pte. Ltd. in Singapore in the Seagate Technology public limited company 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.  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, 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 PUBLIC LIMITED COMPANY EMPLOYEE STOCK PURCHASE PLAN FOR EMPLOYEES IN CHINA

1.                                       Purpose .  The purpose of this subplan under the Seagate Technology public limited company 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 Seagate Technology (Suzhou) Co. Ltd.  in China in the Seagate Technology public limited company 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.  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, 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.