Seagate 2005 Annual Report Download - page 140

7.1. Initial Stock Option Grant . On the date that a Director commences service on the Board and satisfies the definition of an Eligible
Director, an initial grant of stock options shall automatically be made to that Eligible Director. Subject to the provisions of Section 13 of the
Plan, the number of shares of Common Stock covered by this stock option shall be equal to one hundred thousand (100,000) shares (“Initial
Grant”); provided however, that if such Eligible Director was, prior to the commencement of service on the Board, an officer or member of the
board of directors of an entity the stock, assets and/or business of which has been acquired by the Company, the number of shares of Common
Stock covered by the Initial Grant shall be determined by the existing members of the Board, but shall in no event exceed one hundred
thousand (100,000) shares. The exercise price of an Initial Grant shall be one hundred percent (100%) of the Fair Market Value of the
Company’s Common Stock subject to the option on the date the option is granted. The maximum term of an Initial Grant shall be seven
(7) years and the options 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, options granted pursuant to an Initial Grant shall contain in
substance the same terms and conditions as set forth in Section 6 with respect to Options. 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 Stock Option Grant . An annual grant of stock options 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. Subject
to the provisions of Section 13 of the Plan, the number of shares of Common Stock covered by such stock option shall be equal to twenty five
thousand (25,000) shares (“Annual Grant”). The date of grant of an Annual Grant is the date on which the Director is re-elected to serve on the
Board. The exercise price of an Annual Grant shall be one hundred percent (100%) of the Fair Market Value of the Common Stock subject to
the option on the date the option is granted. The maximum term of an Annual Grant shall be seven (7) years and the options 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, options granted pursuant to an Annual Grant shall contain in substance the same terms and conditions
as set forth in Section 6 with respect to Options.
VIII. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.
8.1. Restricted Stock Bonus Awards . Each Restricted Stock Bonus agreement shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. Restricted Stock Bonuses shall be paid by the Company in shares of the Common Stock of the
Company. The terms and conditions of Restricted Stock Bonus agreements may change from time to time, and the terms and conditions of
separate Restricted Stock Bonus agreements need not be identical, but each Restricted Stock 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) Consideration . A Restricted Stock Bonus may be awarded in consideration for past services actually rendered to the Company
or an Affiliate for its benefit.
(ii) Vesting . Vesting shall generally be based on the Participant’
s Continuous Service. Shares of Common Stock awarded under the
Restricted Stock 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.
(iii) 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 of Common Stock held by the Participant that have not vested as of the date of termination under
the terms of the Restricted Stock Bonus agreement.
(iv) Transferability . Rights to acquire shares of Common Stock under the Restricted Stock Bonus agreement shall be transferable
by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Bonus agreement, as the Board shall
determine in its discretion, so long as Common Stock awarded under the Restricted Stock Bonus agreement remains subject to the terms
of the Restricted Stock Bonus agreement.
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