Seagate 2007 Annual Report Download - page 159

2.40. “Stock Award Agreement” means a written agreement between the Company and a holder of a Stock Award setting forth the terms
and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.
2.41. “Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.
III. ADMINISTRATION.
3.1. Administration by Board . The Board shall administer the Plan unless and until the Board delegates administration to a Committee, as
provided in Section 3.3.
3.2. Powers of Board . The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:
(i) To determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and how each
Stock Award shall be granted; what type or combination of types of Stock Award shall be granted; the provisions of each Stock Award
granted (which need not be identical), including the time or times when a person shall be permitted to receive Common Stock pursuant to a
Stock Award; and the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person.
(ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations
for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any
Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.
(iii) To amend the Plan or a Stock Award as provided in Section 15 of the Plan.
(iv) Generally, to exercise such powers and to perform such acts as the Board deems necessary, desirable, convenient or expedient to
promote the best interests of the Company that are not in conflict with the provisions of the Plan.
(v) To adopt sub-plans and/or special provisions applicable to Stock Awards regulated by the laws of a jurisdiction other than and
outside of the United States. Such sub-plans and/or special provisions may take precedence over other provisions of the Plan, with the
exception of Section 4 of the Plan, but unless otherwise superseded by the terms of such sub-
plans and/or special provisions, the provisions
of the Plan shall govern.
3.3. Delegation to Committee .
(i) General . The Board may delegate administration of the Plan to a Committee or Committees of one or more individuals, and the
term “Committee” shall apply to any person or persons to whom such authority has been delegated. If
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