Seagate 2007 Annual Report Download - page 166

Download and view the complete annual report

Please find page 166 of the 2007 Seagate annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 203

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199
  • 200
  • 201
  • 202
  • 203

shares of Common Stock subject to that portion, if any, of the Annual Grant awarded in the form of a Full-Value Stock Award shall be
counted against the Annual 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 Annual 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 Annual Grant shall be seven (7) years. Nonstatutory Stock Options
and/or Full-Value Stock Awards granted as part of an Annual 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 Annual 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 Annual Grant at any time, even if such Director subsequently becomes an Eligible Director.
VIII. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.
8.1. Restricted Stock Bonus Awards . Each Restricted Stock Bonus agreement shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. Restricted Stock Bonuses shall be paid by the Company in shares of the Common Stock of the
Company. The terms and conditions of Restricted Stock Bonus agreements may change from time to time, and the terms and conditions of
separate Restricted Stock Bonus agreements need not be identical, but each Restricted Stock Bonus agreement shall include (through
incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:
(i) Consideration . A Restricted Stock Bonus may be awarded in consideration for past services actually rendered to the Company or
an Affiliate for its benefit.
(ii) Vesting . Vesting shall generally be based on the Participant’s Continuous Service. Shares of Common Stock awarded under the
Restricted Stock Bonus agreement shall be subject to a share reacquisition right in favor of the Company in accordance with a vesting
schedule to be determined by the Board.
(iii) Termination of Participant’s Continuous Service . In the event a Participant’s Continuous Service terminates, the Company shall
reacquire any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination under the
terms of the Restricted Stock Bonus agreement.
(iv) Transferability . Rights to acquire shares of Common Stock under the Restricted Stock Bonus agreement shall be transferable by
the Participant only upon such terms and conditions as are set forth in the Restricted Stock Bonus agreement, as the
14