Seagate 2007 Annual Report Download - page 153

EXHIBIT 10.8
SEAGATE TECHNOLOGY
2004 STOCK COMPENSATION PLAN
Adopted by Board on August 5, 2004
Approved by Stockholders on October 28, 2004
Termination Date: October 28, 2014
I. PURPOSES.
1.1. Eligible Stock Award Recipients . The persons eligible to receive Stock Awards are the Employees, Directors and Consultants of the
Company and its Affiliates.
1.2. Available Stock Awards
. The purpose of the Plan is to provide a means by which eligible recipients of Stock Awards may be given an
opportunity to benefit from increases in value of the Common Stock through the granting of Stock Awards including, but not limited to:
(i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Restricted Stock Bonuses, (iv) Restricted Stock Purchase Rights, (v) Stock
Appreciation Rights, (vi) Phantom Stock Units, (vii) Restricted Stock Units, (viii) Performance Share Bonuses, and (ix) Performance Share
Units.
1.3. General Purpose . The Company, by means of this new Plan, which is intended to replace the Company’s 2001 Stock Option Plan
(“Predecessor Plan”), seeks to provide incentives for the group of persons eligible to receive Stock Awards to align their long-
term interests with
those of the Company’s shareholders and to perform in a manner individually and collectively that enhances the success of the Company and its
Affiliates. Stock Awards granted under the Predecessor Plan shall continue to be governed by the terms of the Predecessor Plan in effect on the
date of grant of such award.
II. DEFINITIONS.
2.1. “Affiliate” means generally with respect to the Company, any entity directly, or indirectly through one or more intermediaries,
controlling or controlled by (but not under common control with) the Company. Solely with respect to the granting of any Incentive Stock
Options, Affiliate means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are
defined in Sections 424(e) and (f), respectively, of the Code.
2.2. “Beneficial Owner” means the definition given in Rule 13d-3 promulgated under the Exchange Act.
2.3. “Board” means the Board of Directors of the Company.
2.4. “Change of Control” means the occurrence of any of the following events:
(i) The sale, exchange, lease or other disposition of all or substantially all of the assets of the Company to a person or group of
related persons, as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act (other than to Silver
Lake Partners and its affiliates, Texas Pacific Group and its affiliates, or any group controlled by one or more of the foregoing), that
will continue the business of the Company in the future;