Seagate 2007 Annual Report Download - page 176

14.2. Adjustments Upon a Change of Control .
(i) In the event of a Change of Control as defined in 2.4(i) through 2.4(iv), such as an asset sale, merger, or change in ownership of
voting power, then any surviving entity or acquiring entity shall assume or continue any Stock Awards outstanding under the Plan or shall
substitute similar stock awards (including an award to acquire substantially the same consideration paid to the shareholders in the
transaction by which the Change of Control occurs) for those outstanding under the Plan. In the event any surviving entity or acquiring
entity refuses to assume or continue such Stock Awards or to substitute similar stock awards for those outstanding under the Plan, then
with respect to Stock Awards held by Participants whose Continuous Service has not terminated, the Board in its sole discretion and
without liability to any person may (1) provide for the payment of a cash amount in exchange for the cancellation of a Stock Award equal
to the product of (x) the excess, if any, of the Fair Market Value per share of Common Stock at such time over the exercise or redemption
price, if any, times (y) the total number of shares then subject to such Stock Award, (2) continue the Stock Awards, or (3) notify
Participants holding an Option, Stock Appreciation Right, or Phantom Stock Unit that they must exercise or redeem any portion of such
Stock Award (including, at the discretion of the Board, any unvested portion of such Stock Award) at or prior to the closing of the
transaction by which the Change of Control occurs and that the Stock Awards shall terminate if not so exercised or redeemed at or prior to
the closing of the transaction by which the Change of Control occurs. With respect to any other Stock Awards outstanding under the Plan,
such Stock Awards shall terminate if not exercised or redeemed prior to the closing of the transaction by which the Change of Control
occurs. The Board shall not be obligated to treat all Stock Awards, even those that are of the same type, in the same manner.
(ii) In the event of a Change of Control as defined in 2.4(v), such as a dissolution of the Company, all outstanding Stock Awards
shall terminate immediately prior to such event.
XV. AMENDMENT OF THE PLAN AND STOCK AWARDS.
15.1. Amendment of Plan . The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 14
of the Plan relating to adjustments upon changes in Common Stock, no amendment shall be effective unless approved by the shareholders of the
Company to the extent shareholder approval is necessary to satisfy the requirements of Section 422 of the Code, any New York Stock Exchange,
Nasdaq or other securities exchange listing requirements, or other applicable law or regulation.
15.2. Shareholder Approval . The Board may, in its sole discretion, submit any other amendment to the Plan for shareholder approval,
including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations
thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain
executive officers.
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