Seagate 2007 Annual Report Download - page 171

(v) Discretionary Adjustments and Limits . Subject to the limits imposed under Section 162(m) of the Code for Stock Awards that
are intended to qualify as “performance-based compensation,” notwithstanding the satisfaction of any performance goals, the number of
shares of Common Stock granted, issued, retainable and/or vested under a Performance Share Bonus may, to the extent specified in the
Stock Award Agreement, be reduced, but not increased, by the Committee on the basis of such further considerations as the Committee
shall determine.
8.7. Performance Share Units . The following terms and conditions shall govern the grant and redeemability of Performance Share Units:
A Performance Share Unit is the right to receive the value of one (1) share of the Company’s Common Stock at the time the Performance
Share Unit vests. Participants may elect to defer receipt of the value of shares of Common Stock otherwise deliverable upon the vesting of an
award of performance shares. 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 performance shares in a manner determined by the Board. When the
Participant vests in such performance shares, the Participant will be credited with a number of Performance Share Units equal to the number of
shares of Common Stock for which delivery is deferred. Performance Share 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 Performance Share Unit.
Each Performance Share 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 Performance Share Unit agreements may change from time to time, and the terms and conditions of
separate Performance Share Unit agreements need not be identical, but each Performance Share 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 Performance Share Unit may be awarded in consideration for past services actually rendered to the Company or
an Affiliate for its benefit. The Board shall have the discretion to provide that the Participant pay for such Performance Share Units with
cash or other consideration permissible by law.
(ii) Vesting
. Vesting shall be based on the achievement of certain performance criteria, whether financial, transactional or otherwise,
as determined by the Board. Vesting shall be subject to the Performance Share Unit agreement. Upon failure to meet performance criteria,
shares of Common Stock awarded under the Performance Share 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.
(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 Performance Share Unit agreement.
19