Seagate 2007 Annual Report Download - page 157

(directly or indirectly) from the Company or its parent or a subsidiary for services rendered as a consultant or in any capacity other than as a
Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction as to which disclosure would be required under Item 404
(a) of Regulation S-K and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-
K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.
2.21. “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.
2.22. “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
2.23. “Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.
2.24. “Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of
an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.
2.25. “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an
outstanding Option.
2.26. “Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within
the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “
affiliated
corporation” receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the
Company or an “affiliated corporation” at any time and is not currently receiving direct or indirect remuneration from the Company or an
“affiliated corporation” for services in any capacity other than as a Director; or (ii) is otherwise considered an “outside director” for purposes of
Section 162(m) of the Code.
2.27. “Participant” means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other person who holds
an outstanding Stock Award.
2.28. “Performance Share Bonus” means a grant of shares of the Company’s Common Stock not requiring a Participant to pay any amount
of monetary consideration, and subject to the provisions of Section 8.6 of the Plan.
2.29. “Performance Share Unit” means the right to receive the value of one (1) share of the Company’s Common Stock at the time the
Performance Share Unit vests, with the further right to elect to defer receipt of that value otherwise deliverable upon the vesting of an award of
Performance Share Units. These Performance Share Units are subject to the provisions of Section 8.7 of the Plan.
2.30. “Phantom Stock Unit” means the right to receive the value of one (1) share of the Company’s Common Stock, subject to the
provisions of Section 8.4 of the Plan.
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