Seagate 2005 Annual Report Download - page 136

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(ii) To construe and interpret the Plan and Stock 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
Stock 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 Stock Award as provided in Section 14 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.
(v) To adopt sub-plans and/or special provisions applicable to Stock 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exception of Section 4 of the Plan, but unless otherwise superseded by the terms of such sub-plans and/or special provisions, the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 Common Stock is Publicly Traded . At such time as the Common Stock is 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
Stock 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 Stock 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 Stock Awards to eligible persons who are either (a) not then subject to Section 16 of the Exchange Act or (b) receiving
a Stock 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 Stock 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 13 of the Plan relating to adjustments upon changes in Common Stock, the
maximum aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards shall not exceed twenty seven million
five hundred thousand (27,500,000) shares, provided that each Stock 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 Stock Award is
made in cash, the share reserve shall remain unaffected. In addition, the maximum aggregate number of shares of Common Stock that may be
issued pursuant to Full-Value Stock Awards shall not exceed ten million (10,000,000) shares of Common Stock (“Full-Value Stock Award
Share Reserve”).
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