Seagate 2005 Annual Report Download - page 143

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delivery is deferred. Restricted Stock Units may be paid by the Company by delivery of shares of Common Stock, in cash, or a combination
thereof, as the Board shall in its sole discretion deem appropriate, in accordance with the timing and manner of payment elected by the
Participant on his or her election form, or if no deferral election is made, as soon as administratively practicable following the vesting of the
Restricted Stock Unit.
Each Restricted Stock Unit agreement shall be in such form and shall contain such terms and conditions as the Board shall deem
appropriate. The terms and conditions of Restricted Stock Unit agreements may change from time to time, and the terms and conditions of
separate Restricted Stock Unit agreements need not be identical, but each Restricted Stock Unit 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 Unit 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 Unit 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 Unit agreement.
(iv) Transferability . Rights to acquire the value of shares of Common Stock under the Restricted Stock Unit agreement shall be
transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Unit agreement, as the Board
shall determine in its discretion, so long as any Common Stock awarded under the Restricted Stock Unit agreement remains subject to the
terms of the Restricted Stock Unit agreement.
8.6. Performance Share Bonus Awards . Each Performance Share Bonus agreement shall be in such form and shall contain such terms
and conditions as the Board shall deem appropriate. Performance Share Bonuses shall be paid by the Company in shares of the Common Stock
of the Company. The terms and conditions of Performance Share Bonus agreements may change from time to time, and the terms and
conditions of separate Performance Share Bonus agreements need not be identical, but each Performance Share 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 Performance Share Bonus may be awarded in consideration for past services actually rendered to the Company
or an Affiliate for its benefit.
(ii) Vesting . Vesting shall be based on the achievement of certain performance criteria, whether financial, transactional or
otherwise, as determined by the Board. Vesting shall be subject to the Performance Share Bonus agreement. Upon failure to meet
performance criteria, shares of Common Stock awarded under the Performance Share 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 Performance Share Bonus agreement.
(iv) Transferability
. Rights to acquire shares of Common Stock under the Performance Share Bonus agreement shall be transferable
by the Participant only upon such terms and conditions as are set forth in the Performance Share Bonus agreement, as the Board shall
determine in its discretion, so long as Common Stock awarded under the Performance Share Bonus agreement remains subject to the
terms of the Performance Share Bonus agreement.
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