Seagate 2007 Annual Report Download - page 165

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(ii) Number of Shares Subject to Initial Stock Award Grant
. Subject to the provisions of Section 14 of the Plan, the number of shares
of Common Stock covered by the Initial Grant shall be determined by the existing independent members of the Board, and shall in no
event exceed one hundred thousand (100,000) shares (“Initial Grant Limit”); provided that (a) the number of shares of Common Stock
subject to that portion, if any, of the Initial Grant awarded in the form of a Nonstatutory Stock Option shall be counted against the Initial
Grant Limit on a one-for-one basis and (b) the number of shares of Common Stock subject to that portion, if any, of the Initial Grant
awarded in the form of a Full-Value Stock Award shall be counted against the Initial Grant Limit as three shares for every one share
subject to such Full-Value Stock Award.
(iii) Other Terms . The exercise price of any Nonstatutory Stock Options granted as part of an Initial Grant shall be one hundred
percent (100%) of the Fair Market Value of the Company’s Common Stock subject to the option on the date the option is granted. The
maximum term of any Nonstatutory Stock Options granted as part of an Initial Grant shall be seven (7) years. Nonstatutory Stock Options
and/or Full-Value Stock Awards granted as part of an Initial Grant shall generally vest and become exercisable over a period of four
(4) years in equal annual installments provided that the Director remains in Continuous Service during that period. In all other respects,
Stock Awards granted pursuant to an Initial Grant shall contain in substance the same terms and conditions either as set forth in Section 6
with respect to Options, or as set forth in Section 8 with respect to Full-Value Stock Awards, as applicable. If at the time a Director
commences service on the Board, the Director does not satisfy the definition of an Eligible Director, such Director shall not be entitled to
an Initial Grant at any time, even if such Director subsequently becomes an Eligible Director.
7.2. Annual Stock Award Grant .
(i) Form of Annual Stock Award . An annual grant of Nonstatutory Stock Options and/or Full-Value Stock Awards (collectively, the
“Annual Grant”) shall automatically be made to each Director who (1) is re-elected to the Board, (2) is an Eligible Director on the relevant
grant date, and (3) has served as a Director for a period of at least six (6) months. The existing independent members of the Board shall
determine which portion of each Annual Grant will be granted in the form of a Nonstatutory Stock Option, if any, and which portion of
each Annual Grant will be granted in the form of a Full-Value Stock Award, if any.
(ii) Number of Shares Subject to Annual Stock Award Grant . Subject to the provisions of Section 14 of the Plan, the number of
shares of Common Stock covered by the Annual Grant shall be determined by the existing independent members of the Board, and shall in
no event exceed twenty five thousand (25,000) shares (“Annual Grant Limit”); provided that (a) the number of shares of Common Stock
subject to that portion, if any, of the Annual Grant awarded in the form of a Nonstatutory Stock Option shall be counted against the Annual
Grant Limit on a one-for-one basis and (b) the number of
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