Seagate 2005 Annual Report Download - page 135

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2.30. “Phantom Stock Unit” means the right to receive the value of one (1) share of the Company’s Common Stock, subject to the
provisions of Section 8.4 of the Plan.
2.31. “Plan” means this 2004 Stock Compensation Plan of Seagate Technology.
2.32. “Restricted Stock Bonus” means a grant of shares of the Company’s Common Stock not requiring a Participant to pay any amount
of monetary consideration, and subject to the provisions of Section 8.1 of the Plan.
2.33. “Restricted Stock Purchase Right” means the right to acquire shares of the Company’s Common Stock upon the payment of the
agreed-upon monetary consideration, subject to the provisions of Section 8.2 of the Plan.
2.34. “Restricted Stock Unit” means the right to receive the value of one (1) share of the Company’s Common Stock at the time the
Restricted Stock Unit vests, with the further right to elect to defer receipt of that value otherwise deliverable upon the vesting of an award of
restricted stock to the extent permitted in the Participant’s agreement. These Restricted Stock Units are subject to the provisions of Section 8.5
of the Plan.
2.35. “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.
2.36. “Securities Act” means the Securities Act of 1933, as amended.
2.37. “Stock Appreciation Right” means the right to receive an amount equal to the Fair Market Value of one (1) share of the Company’s
Common Stock on the day the Stock 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.
2.38. “Stock Award” means any Option award, Restricted Stock Bonus award, Restricted Stock Purchase Right award, Stock
Appreciation Right award, Phantom Stock Unit award, Restricted Stock Unit award, Performance Share Bonus award, Performance Share Unit
award, or other stock-based award. These Awards may include, but are not limited to those listed in Section 1.2.
2.39. “Stock Award Agreement” means a written agreement between the Company and a holder of a Stock Award setting forth the terms
and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.
2.40. “Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock
possessing more than ten percent (10%) of the total combined voting power of all classes of stock 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 Stock Awards; when and how each
Stock Award shall be granted; what type or combination of types of Stock Award shall be granted; the provisions of each Stock Award
granted (which need not be identical), including the time or times when a person shall be permitted to receive Common Stock pursuant to
a Stock Award; and the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person.
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