Seagate Technology Plc Sample Contracts

Seagate Technology Plc – Press Release (September 19th, 2019)

CUPERTINO, CA - September 17, 2019—Seagate HDD Cayman (the “Company”), a subsidiary of Seagate Technology plc (NASDAQ: STX), today announced the early tender results for its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) for (i) up to an aggregate principal amount of $250,000,000 of its 4.250% Senior Notes due 2022 (the “2022 Notes”), (ii) up to an aggregate principal amount of $200,000,000 of its 4.750% Senior Notes due 2023 (the “2023 Notes”), and (iii) up to an aggregate principal amount of $75,000,000 of its 4.750% Senior Notes due 2025 (the “2025 Notes,” and, collectively with the 2022 Notes and the 2023 Notes, the “Notes” and each, a “series”).

Seagate Technology Plc – Press Release (September 19th, 2019)

CUPERTINO, CA - September 17, 2019—Seagate HDD Cayman (the “Company”), a subsidiary of Seagate Technology plc (NASDAQ: STX), today announced the pricing terms of its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) for (i) up to an aggregate principal amount of $250,000,000 of its 4.250% Senior Notes due 2022, (ii) up to an aggregate principal amount of $200,000,000 of its 4.750% Senior Notes due 2023, and (iii) up to an aggregate principal amount of $170,000,000 of its 4.750% Senior Notes due 2025 (collectively, the “Notes”). The terms and conditions of the Offers are described in the Offer to Purchase dated September 3, 2019 (as amended to date, the “Offer to Purchase”) and the related Letter of Transmittal (as amended to date, the “Letter of Transmittal”) and remain unchanged, except as amended by the Company’s press release dated September 17, 2019 increasing the Tender Cap for the offer for the 2025 Notes.

Seagate Technology Plc – DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 (August 2nd, 2019)

The following description of the ordinary shares of Seagate Technology plc (“us”, “our”, “we”, or the “Company”) is a summary. This summary is not complete and is subject to and qualified in its entirety by reference to the complete text of our Constitution previously filed with the Commission and incorporated by reference as an exhibit to this Annual Report on Form 10-K of which this Exhibit 4.1 is a part, as well as to the Companies Act 2014 of Ireland (the “Irish Companies Act”). We encourage you to read our Constitution (which is comprised of our memorandum of association and articles of association) and the applicable provisions of the Irish Companies Act carefully.

Seagate Technology Plc – SECOND AMENDMENT TO THE 2015 SEAGATE DEFERRED COMPENSATION PLAN (August 2nd, 2019)
Seagate Technology Plc – SEAGATE DEFERRED COMPENSATION PLAN Amended and Restated as of January 1, 2009 (August 2nd, 2019)

This Seagate Deferred Compensation Plan (the “Plan”), is hereby amended and restated effective as of January 1, 2009 (the “Effective Date”), except as expressly provided herein, by Seagate US LLC, (the “Company”) and the Participating Companies (see Sections 1.10 and 1.24) for the purpose of providing supplemental retirement benefits.

Seagate Technology Plc – INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT (April 30th, 2019)

THIS INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of February 20, 2019 (this “Agreement”), among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish company (“STX”), SEAGATE HDD CAYMAN, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), and each of the Subsidiaries of STX listed on Schedule I hereto (each such Subsidiary and STX collectively referred to as, the “Guarantors”) and THE BANK OF NOVA SCOTIA, as administrative agent (in such capacity, the “Administrative Agent”) for the Finance Parties (as defined in the Credit Agreement referred to below).

Seagate Technology Plc – Contract (April 30th, 2019)

THIS U.S. GUARANTEE AGREEMENT dated as of February 20, 2019 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish public limited company (“STX”) and each of the Subsidiaries of STX listed on Schedule I hereto (each such Subsidiary and STX collectively referred to as, the “Guarantors”) and THE BANK OF NOVA SCOTIA, as administrative agent (in such capacity, the “Administrative Agent”) for the Finance Parties (as defined in the Credit Agreement referred to below).

Seagate Technology Plc – CREDIT AGREEMENT dated as of February 20, 2019, among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, SEAGATE HDD CAYMAN, as the Borrower, The Lenders Party Hereto, THE BANK OF NOVA SCOTIA, as Administrative Agent, an Arranger and a Bookrunner Bank of America, N.A., BNP Paribas Securities Corp., and Morgan Stanley Senior Funding, Inc., as Syndication Agents, and MUFG Bank, Ltd. and Wells Fargo Bank, National Association, as Documentation Agents Merrill Lynch, Pierce, Fenner & Smith, Incorporated, BNP Paribas Securities Corp., Morgan Stanley Senior Funding, Inc., MUFG Bank, Ltd. and Wells Fargo Bank (April 30th, 2019)

This CREDIT AGREEMENT, dated as of February 20, 2019 (this “Agreement”), among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish public limited company (“STX”), SEAGATE HDD CAYMAN, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Borrower”), the various financial institutions and other Persons from time to time parties hereto (the “Lenders”) and THE BANK OF NOVA SCOTIA (“Scotiabank”), as administrative agent (in such capacity, “Administrative Agent”).

Seagate Technology Plc – FIRST AMENDMENT SEAGATE DEFERRED COMPENSATION SUB-PLAN (February 4th, 2019)

The Seagate Deferred Compensation Sub-Plan, as amended and restated as of January 1, 2010 (the “Plan”), is hereby amended by this First Amendment (the “Amendment”).

Seagate Technology Plc – THIRD AMENDMENT 2015 SEAGATE DEFERRED COMPENSATION PLAN (February 4th, 2019)

The 2015 Seagate Deferred Compensation Plan, effective as of January 1, 2015 (the “Plan”), is hereby amended by this Third Amendment (the “Amendment”).

Seagate Technology Plc – FIRST AMENDMENT SEAGATE DEFERRED COMPENSATION PLAN (February 4th, 2019)

The Seagate Deferred Compensation Plan, as amended and restated as of January 1, 2010 (the “Plan”), is hereby amended by this First Amendment (the “Amendment”).

Seagate Technology Plc – FIFTH AMENDMENT SEAGATE DEFERRED COMPENSATION PLAN (February 4th, 2019)

The Seagate Deferred Compensation Plan, as amended and restated as of January 1, 2009 (the “Plan”), is hereby amended by this Fifth Amendment (the “Amendment”).

Seagate Technology Plc – Seagate Technology plc 38/39 Fitzwilliam Square Dublin 2 Ireland (November 2nd, 2018)

Thank you for your service as Executive Chairman and Chairman of the Board of Directors of Seagate Technology plc (the “Company”) through the conclusion of the Company’s annual meeting of shareholders (“AGM”) on October 30, 2018. The Board of Directors is pleased that you will continue to support the Company by serving as non-executive Chairman of the Board of Directors effective as of the conclusion of the AGM on October 30, 2018 (the “Effective Date”).

Seagate Technology Plc – FIRST AMENDMENT TO CREDIT AGREEMENT (May 1st, 2018)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of August 31, 2011 (this “Amendment”), to the Existing Credit Agreement (as defined below) is among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish public limited company (“STX”), SEAGATE HDD CAYMAN, an exempt limited liability company organized under the laws of the Cayman Islands (the “Borrower”) and the Lenders (such capitalized term, and other terms used in this preamble or the recitals to have the meanings provided in Section 1.2) parties hereto.

Seagate Technology Plc – Press Release (January 9th, 2018)

• Long-term NAND supply agreement with Toshiba Memory Corporation signed to benefit portfolio expansion and portfolio continuity

Seagate Technology Plc – Press Release (January 8th, 2018)

• Long-term NAND supply agreement with Toshiba Memory Corporation signed to benefit portfolio expansion and portfolio continuity

Seagate Technology Plc – AMENDED AND RESTATED SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY 2012 EQUITY INCENTIVE PLAN Adopted by Board on July 27, 2011, and last amended on July 25, 2016 Approved by Shareholders on October 26, 2011, and last amended and restated on October 19, 2016 Termination Date: July 27, 2021 (October 27th, 2017)

The Company, by means of this 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. The Plan is further intended 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) Share Appreciation Rights, (v) Phantom Share Units, (vi) Restricted Share Units, (vii) Performance Share Bonuses, (viii) Performance Share Units, (ix) Deferred Share Units, and (x) Other Share-Based Awards.

Seagate Technology Plc – Employee Relocation Assistance Lump Sum Repayment Agreement Jim Murphy, August 2017 (October 27th, 2017)

I understand that a lump sum cash relocation benefit in the amount of $200,000, less applicable taxes (the “Relocation Amount”), is being provided to assist me in offsetting the costs of my work-related relocation. I acknowledge and agree that the payment of the Relocation Amount by Seagate US LLC (“Seagate”) is being made based upon the current expectation that I will remain an employee of Seagate for a period of twelve (12) consecutive months after the date of payment of the Relocation Amount. I further acknowledge and agree that if I receive the Relocation Amount and subsequently leave the employment of Seagate for any reason other than a termination without Cause (as defined in the Seagate Technology Executive Severance and Change in Control (CIC) Plan) within this twelve (12) month period, then I will repay Seagate the full Relocation Amount, which will be considered due and payable as of the date of my leaving employment with Seagate.

Seagate Technology Plc – SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN (October 18th, 2017)
Seagate Technology Plc – SEAGATE HDD CAYMAN as Issuer SEAGATE TECHNOLOGY PLC as Guarantor and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee (February 3rd, 2017)

INDENTURE, dated as of February 3, 2017, among SEAGATE HDD CAYMAN, an exempted company incorporated with limited liability under the laws of the Cayman Islands, as issuer (the “Company”), SEAGATE TECHNOLOGY plc, a public limited company organized under the laws of Ireland, as guarantor (the “Parent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

Seagate Technology Plc – SEAGATE HDD CAYMAN as Issuer SEAGATE TECHNOLOGY PLC as Guarantor and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee (February 3rd, 2017)

INDENTURE, dated as of February 3, 2017, among SEAGATE HDD CAYMAN, an exempted company incorporated with limited liability under the laws of the Cayman Islands, as issuer (the “Company”), SEAGATE TECHNOLOGY plc, a public limited company organized under the laws of Ireland, as guarantor (the “Parent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

Seagate Technology Plc – REGISTRATION RIGHTS AGREEMENT 4.250% SENIOR NOTES DUE 2022 Dated February 3, 2017 among SEAGATE HDD CAYMAN SEAGATE TECHNOLOGY PLC and MORGAN STANLEY & CO. LLC (February 3rd, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into this 3rd day of February, 2017 among Seagate HDD Cayman, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Seagate Technology plc, a public limited company incorporated under the laws of Ireland (the “Parent”), and Morgan Stanley & Co. LLC, as representative (the “Representative”) of the initial purchasers (collectively, the “Initial Purchasers”) named in Schedule I to the Purchase Agreement, dated January 31, 2017, among the Company, the Parent and the Representative (the “Purchase Agreement”).

Seagate Technology Plc – REGISTRATION RIGHTS AGREEMENT 4.875% SENIOR NOTES DUE 2024 Dated February 3, 2017 among SEAGATE HDD CAYMAN SEAGATE TECHNOLOGY PLC and MORGAN STANLEY & CO. LLC (February 3rd, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into this 3rd day of February, 2017 among Seagate HDD Cayman, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Seagate Technology plc, a public limited company incorporated under the laws of Ireland (the “Parent”), and Morgan Stanley & Co. LLC, as representative (the “Representative”) of the initial purchasers (collectively, the “Initial Purchasers”) named in Schedule I to the Purchase Agreement, dated January 31, 2017, among the Company, the Parent and the Representative (the “Purchase Agreement”).

Seagate Technology Plc – SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY 2012 EQUITY INCENTIVE PLAN EXECUTIVE PERFORMANCE UNIT AGREEMENT (January 26th, 2017)
Seagate Technology Plc – SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY 2012 EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AGREEMENT (OUTSIDE DIRECTORS) (January 26th, 2017)
Seagate Technology Plc – SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY 2012 EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AGREEMENT (January 26th, 2017)
Seagate Technology Plc – SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY 2012 EQUITY INCENTIVE PLAN OPTION AGREEMENT (January 26th, 2017)
Seagate Technology Plc – Companies Act 2014 (October 24th, 2016)
Seagate Technology Plc – AMENDED AND RESTATED SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY 2012 EQUITY INCENTIVE PLAN Adopted by Board on July 27, 2011, and last amended on July 25, 2016 Approved by Shareholders on October 26, 2011, and last amended and restated on October 19, 2016 Termination Date: July 27, 2021 (October 24th, 2016)

The Company, by means of this 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. The Plan is further intended 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) Share Appreciation Rights, (v) Phantom Share Units, (vi) Restricted Share Units, (vii) Performance Share Bonuses, (viii) Performance Share Units, (ix) Deferred Share Units, and (x) Other Share-Based Awards.

Seagate Technology Plc – RULES OF THE SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY 2012 EQUITY INCENTIVE PLAN FOR SHARE AWARDS GRANTED TO PARTICIPANTS IN FRANCE Approved by Shareholders on October 19, 2016 (October 24th, 2016)
Seagate Technology Plc – SEAGATE TECHNOLOGY ANNOUNCES PRELIMINARY FINANCIAL INFORMATION FOR FISCAL FIRST QUARTER 2017 (October 11th, 2016)

CUPERTINO, CA — October 11, 2016 — Seagate Technology plc (the “Company”) today announced selected preliminary financial information for its fiscal first quarter 2017, which ended on September 30, 2016. Seagate expects to report revenue of approximately $2.8 billion, and GAAP and non-GAAP gross margin of approximately 29%. The Company expects to report HDD exabyte shipments of approximately 67 exabytes, reflecting unit shipments of approximately 39 million and average capacity per drive of 1.7 terabytes.

Seagate Technology Plc – FIRST AMENDMENT TO CREDIT AGREEMENT (August 5th, 2016)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of August 31, 2011 (this “Amendment”), to the Existing Credit Agreement (as defined below) is among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish public limited company (“STX”), SEAGATE HDD CAYMAN, an exempt limited liability company organized under the laws of the Cayman Islands (the “Borrower”) and the Lenders (such capitalized term, and other terms used in this preamble or the recitals to have the meanings provided in Section 1.2) parties hereto.

Seagate Technology Plc – Press Release (August 2nd, 2016)

CUPERTINO, CA — August 2, 2016 — Seagate Technology plc (NASDAQ: STX) (the “Company” or “Seagate”) today reported financial results for the quarter and fiscal year ended July 1, 2016. For the fourth quarter, the Company reported revenue of $2.7 billion, gross margin of 24.9%, net income of $70 million and diluted earnings per share of $0.23. On a non-GAAP basis, which excludes the net impact of certain items, Seagate reported gross margin of 25.8%, net income of $207 million and diluted earnings per share of $0.69.

Seagate Technology Plc – Press Release (July 11th, 2016)

CUPERTINO, CA — July 11, 2016 — Seagate Technology plc (NASDAQ:STX) (the “Company”) today announced selected preliminary financial information for its fiscal fourth quarter and year- end 2016, which ended on July 1, 2016. Seagate expects to report revenue of approximately $2.65 billion, gross margin of 25% and non-GAAP gross margin of approximately 25.8% for the fiscal fourth quarter 2016. The Company expects to report HDD unit shipments of approximately 37 million, reflecting approximately 62 exabytes, average capacity per drive of 1.7 terabytes and average selling price per unit of $67 for the fiscal fourth quarter 2016.

Seagate Technology Plc – FOURTH AMENDMENT TO CREDIT AGREEMENT (April 29th, 2016)

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of April 28, 2016 (this “Amendment”), to the Existing Credit Agreement (as defined below) is among SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY, an Irish public limited company (“STX”), SEAGATE HDD CAYMAN, an exempt limited liability company organized under the laws of the Cayman Islands (the “Borrower”), and the Lenders (such capitalized term, and other terms used in this preamble or the recitals to have the meanings provided in Section 1.2) party hereto.