Seagate 2009 Annual Report Download - page 112

Table of Contents
SEAGATE TECHNOLOGY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
below the number of shares of that series then outstanding, without any further vote or action by the shareholders.
The Board of Directors may authorize the issuance of preferred shares with voting or conversion rights that could harm the voting power or
other rights of the holders of the common shares. The issuance of preferred shares, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of
the Company and might harm the market price of its common shares and the voting and other rights of the holders of common shares. As of
July 2, 2010, there were no preferred shares outstanding.
Issuance of Common Shares
During fiscal year 2010, the Company issued approximately 6.2 million of its common shares from the exercise of stock options,
0.4 million from the vesting of nonvested shares, and approximately 4 million of its common shares related to the Company's employee stock
purchase plan.
Repurchases of Equity Securities
On January 27, 2010, the Company's Board of Directors authorized an Anti-Dilution Share Repurchase Program, which was publicly
announced on February 1, 2010. The repurchase program authorizes the Company to repurchase its common shares to offset increases in diluted
shares, such as those caused by employee stock plans and convertible debt, used in the determination of diluted net income per share. The timing
and number of shares to be repurchased by the Company will be dependent on general business and market conditions, cash flows generated by
future operations, the price of its common shares, cash requirements for other investing and financing activities, and maintaining compliance
with its debt covenants. Repurchases may be made through open market or in privately negotiated transactions, pursuant to Rule 10b5-1 trading
plans or other available means, such as by way of an accelerated share repurchase program, through block trades or through the purchase of call
options or the sale of put options. Additionally, there is no minimum or maximum number of shares to be repurchased under the program and the
authority for the Anti-Dilution Share Repurchase Program will continue until terminated by the Company's Board of Directors.
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