Seagate 2007 Annual Report Download - page 161

and if subject to a Full-Value Stock Award, shall also reduce the number of shares of Common Stock issued against the Full-Value Stock Award
Share Reserve. To the extent that a Stock Award granted under the Plan is redeemed by payment in cash rather than shares of Common Stock
according to its terms, the shares of Common Stock subject to the redeemed portion of the Stock Award shall revert to and again become
available for issuance under the Plan.
4.3. Source of Shares
. The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares, bought on the market
or otherwise.
V. ELIGIBILITY.
5.1. Eligibility for Specific Stock Awards . Incentive Stock Options may be granted only to Employees. Stock Awards other than Incentive
Stock Options may be granted to Employees, Directors and Consultants.
5.2. Ten Percent Shareholders
. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the exercise price of such
Option is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock at the date of grant and the Option is not
exercisable after the expiration of five (5) years from the date of grant.
5.3. Annual Section 162(m) Limitation . Subject to the provisions of Section 14 of the Plan relating to adjustments upon changes in the
shares of Common Stock, no Employee shall be eligible to be granted Stock Awards covering more than ten million (10,000,000) shares of
Common Stock during any fiscal year.
5.4. Individual Full-Value Stock Award Limitation over Life of Plan . Subject to the provisions of Section 14 of the Plan relating to
adjustments upon changes in the shares of Common Stock, no individual shall be eligible to be issued more than ten million (10,000,000) shares
of Common Stock under all Full-Value Stock Awards (i.e., Restricted Stock Bonuses, Restricted Stock Units, Phantom Stock Units,
Performance Share Bonuses, and Performance Share Units, but not Incentive Stock Options, Nonstatutory Stock Options, or Stock Appreciation
Rights for which an annual limit is provided under Section 5.3) granted to such individual under the Plan.
5.5. Consultants .
(i) A Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, a Form S-8 Registration Statement under
the Securities Act (“Form S-8”) is not available to register either the offer or the sale of the Company’s securities to such Consultant
because of the nature of the services that the Consultant is providing to the Company, or because the Consultant is not a natural person, or
as otherwise provided by the rules governing the use of Form S-8, unless the Company determines both (1) that such grant (A) shall be
registered in another manner under the Securities Act (e.g., on a Form S-3 Registration Statement) or (B) does not require registration
under the Securities Act in order to comply with the requirements of the Securities Act, if applicable, and (2) that such grant complies with
the securities laws of all other relevant jurisdictions.
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