Seagate 2007 Annual Report Download - page 169

8.4. Phantom Stock Units . The following terms and conditions shall govern the grant and redeemability of Phantom Stock Units:
(i) Phantom Stock Unit awards shall be redeemable by the Participant to the Company upon such terms and conditions as the Board
may establish. The value of a single Phantom Stock Unit shall be equal to the Fair Market Value of a share of Common Stock, unless the
Board otherwise provides in the terms of the Stock Award Agreement.
(ii) The distribution with respect to any exercised Phantom Stock Unit award may be made in shares of Common Stock valued at Fair
Market Value on the redemption date, in cash, or partly in shares and partly in cash, as the Board shall in its sole discretion deem
appropriate.
8.5. Restricted Stock Units . The following terms and conditions shall govern the grant and redeemability of Restricted Stock Units:
A Restricted Stock Unit is the right to receive the value of one (1) share of the Company’s Common Stock at the time the Restricted Stock
Unit vests. To the extent permitted by the Committee in the terms of his or her agreement, a Participant may elect to defer receipt of the value of
the shares of Common Stock otherwise deliverable upon the vesting of an award of Restricted Stock Units, so long as such deferral election
complies with applicable law, including to the extent applicable, the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). An election to defer such delivery shall be irrevocable and shall be made in writing on a form acceptable to the Company. The
election form shall be filed prior to the vesting date of such Restricted Stock Units in a manner determined by the Board. When the Participant
vests in such Restricted Stock Units, the Participant will be credited with a number of Restricted Stock Units equal to the number of shares of
Common Stock for which delivery is deferred. Restricted Stock Units may be paid by the Company by delivery of shares of Common Stock, in
cash, or a combination thereof, as the Board shall in its sole discretion deem appropriate, in accordance with the timing and manner of payment
elected by the Participant on his or her election form, or if no deferral election is made, as soon as administratively practicable following the
vesting of the Restricted Stock Unit.
Each Restricted Stock Unit agreement shall be in such form and shall contain such terms and conditions as the Board shall deem
appropriate. The terms and conditions of Restricted Stock Unit agreements may change from time to time, and the terms and conditions of
separate Restricted Stock Unit agreements need not be identical, but each Restricted Stock Unit 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 Unit 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 Unit 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.
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