Seagate 2005 Annual Report Download - page 142

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the time the stand-alone SAR is granted. In no event, however, may the base price per share be less than eighty-five percent
(85%) of the Fair Market Value per underlying share of Common Stock on the grant date.
(C) The distribution with respect to any redeemed stand-alone SAR may be made in shares of Common Stock valued at Fair
Market Value on the redemption date, in cash, or partly in shares and partly in cash, as the Board shall in its sole discretion deem
appropriate.
(ii) Stapled SARs . The following terms and conditions shall govern the grant and redemption of stapled SARs:
(A) Stapled SARs may only be granted concurrently with an Option to acquire the same number of shares of Common Stock
as the number of such shares underlying the stapled SARs.
(B) Stapled SARs shall be redeemable upon such terms and conditions as the Board may establish and shall grant a holder the
right to elect among (i) the exercise of the concurrently granted Option for shares of Common Stock, whereupon the number of
shares of Common Stock subject to the stapled SARs shall be reduced by an equivalent number, (ii) the redemption of such stapled
SARs in exchange for a distribution from the Company in an amount equal to the excess of the Fair Market Value (on the
redemption date) of the number of vested shares which the holder redeems over the aggregate base price for such vested shares,
whereupon the number of shares of Common Stock subject to the concurrently granted Option shall be reduced by any equivalent
number, or (iii) a combination of (i) and (ii).
(C) The distribution to which the holder of stapled SARs shall become entitled under this Section 8 upon the redemption of
stapled SARs as described in Section 8.3(ii)(B) above may be made in shares of Common Stock valued at Fair Market Value on the
redemption date, in cash, or partly in shares and partly in cash, as the Board shall in its sole discretion deem appropriate.
8.4. Phantom Stock Units . The following terms and conditions shall govern the grant and redeemability of Phantom Stock Units:
(i) Phantom Stock Unit awards shall be redeemable by the Participant to the Company upon such terms and conditions as the Board
may establish. The value of a single Phantom Stock Unit shall be equal to the Fair Market Value of a share of Common Stock, unless the
Board otherwise provides in the terms of the Stock Award Agreement.
(ii) The distribution with respect to any exercised Phantom Stock Unit award may be made in shares of Common Stock valued at
Fair Market Value on the redemption date, in cash, or partly in shares and partly in cash, as the Board shall in its sole discretion deem
appropriate.
8.5. Restricted Stock Units . The following terms and conditions shall govern the grant and redeemability of Restricted Stock Units:
A Restricted Stock Unit is the right to receive the value of one (1) share of the Company’s Common Stock at the time the Restricted
Stock Unit vests. To the extent permitted by the Committee in the terms of his or her agreement, a Participant may elect to defer receipt of the
value of the shares of Common Stock otherwise deliverable upon the vesting of an award of Restricted Stock Units, so long as such deferral
election complies with applicable law, including to the extent applicable, the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). An election to defer such delivery shall be irrevocable and shall be made in writing on a form acceptable to the Company. The
election form shall be filed prior to the vesting date of such Restricted Stock Units in a manner determined by the Board. When the Participant
vests in such Restricted Stock Units, the Participant will be credited with a number of Restricted Stock Units equal to the number of shares of
Common Stock for which
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