Seagate 2005 Annual Report Download - page 141

8.2. Restricted Stock Purchase Awards . Each Restricted Stock 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 Stock Purchase agreements may change from
time to time, and the terms and conditions of separate Restricted Stock Purchase agreements need not be identical, but each Restricted Stock
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 Stock Purchase agreement shall be such amount as the Board shall
determine and designate in such Restricted Stock Purchase agreement. The purchase price shall not be less than eighty-five percent
(85%) of the Common Stock’s Fair Market Value on the date such award is made or at the time the purchase is consummated.
(ii) Consideration . The purchase price of Common Stock acquired pursuant to the Restricted Stock 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; provided, however, that at any time that the Company is incorporated in Delaware, then payment
of the Common Stock’s “par value,” as defined in the Delaware General Corporation Law, shall not be made by deferred payment.
(iii) Vesting . The Board shall determine the criteria under which shares of Common Stock under the Restricted Stock Purchase
agreement may vest; the criteria may or may not include performance criteria or Continuous Service. Shares of Common Stock acquired
under the Restricted Stock 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 of Common Stock held by the Participant that have not vested as of the date of termination under the
terms of the Restricted Stock Purchase agreement.
(v) Transferability . Rights to acquire shares of Common Stock under the Restricted Stock Purchase agreement shall be transferable
by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Purchase agreement, as the Board shall
determine in its discretion, so long as Common Stock awarded under the Restricted Stock Purchase agreement remains subject to the
terms of the Restricted Stock Purchase agreement.
8.3. Stock Appreciation Rights . Two types of Stock 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:
(A) The stand-alone SAR shall cover a specified number of underlying shares of Common Stock 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 of Common Stock underlying the redeemed right over (ii) the aggregate base price in effect for those shares.
(B) The number of shares of Common Stock 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
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