Seagate 2007 Annual Report Download - page 174

part of a transaction to which section 424(a) of the Code applies. Prior to the implementation of any such repricing or cancellation of one or
more outstanding Options, the Board shall obtain the approval of the shareholders of the Company to the extent required by any New York Stock
Exchange, Nasdaq or other securities exchange listing requirements, or applicable law.
12.2. Shares subject to an Option canceled under this Section 12 shall continue to be counted against the maximum award of Options
permitted to be granted pursuant to Section 5.3 of the Plan. The repricing of an Option under this Section 12, resulting in a reduction of the
exercise price, shall be deemed to be a cancellation of the original Option and the grant of a substitute Option; in the event of such repricing,
both the original and the substituted Options shall be counted against the maximum awards of Options permitted to be granted pursuant to
Section 5.3 of the Plan. The provisions of this Section 12.2 shall be applicable only to the extent required by Section 162(m) of the Code.
XIII. MISCELLANEOUS.
13.1. Acceleration of Exercisability and Vesting . The Board (or Committee, if so authorized by the Board) shall have the power to
accelerate exercisability and/or vesting when it deems fit, such as upon a Change of Control. The Board or Committee shall have the power to
accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest in
accordance with the Plan, notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time
during which it will vest.
13.2. Shareholder Rights . No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any
shares of Common Stock subject to a Stock Award except to the extent that the Company has issued the shares of Common Stock relating to
such Stock Award.
13.3. No Employment or other Service Rights . Nothing in the Plan or any instrument executed or Stock Award granted pursuant thereto
shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award
was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and
with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate or
(iii) the service of a Director pursuant to the Bylaws of the Company, and any applicable provisions of the corporate law of the state or other
jurisdiction in which the Company is domiciled, as the case may be.
13.4. Incentive Stock Option $100,000 Limitation . To the extent that the aggregate Fair Market Value (determined at the time of grant) of
Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year
(under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which
exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options.
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