Seagate 2009 Annual Report Download - page 151

promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation”
receiving compensation
for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an “affiliated corporation” at any
time and is not currently receiving direct or indirect remuneration from the Company or an “affiliated corporation” for services in any capacity
other than as a Director or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.
(w) “Plan” means this Seagate Technology Public Limited Company Amended and Restated 2001 Share Option Plan.
(x) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule l6b-3, as in effect from time
to time.
(y) “Securities Act” means the U.S. Securities Act of 1933, as amended.
(z) “Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) shares
possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of any of its Affiliates.
3.
ADMINISTRATION.
(a) Administration by Board . The Board shall administer the Plan unless and until the Board delegates administration to a
Committee, as provided in subsection 3(c).
(b) Powers of Board . The Board shall have the power, subject to, and within the limitations of, the express provisions of the
Plan:
(i) To determine from time to time which of the persons eligible under the Plan shall be granted Options; when and how
each Option shall be granted; what type or combination of types of Option shall be granted; the provisions of each Option granted
(which need not be identical), including the time or times when a person shall be permitted to receive Ordinary Shares pursuant to an
Option; and the number of Shares with respect to which an Option shall be granted to each such person.
(ii) To construe and interpret the Plan and Options granted under it, and to establish, amend and revoke rules and
regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the
Plan or in any Option Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.
(iii) To amend the Plan or an Option as provided in Section 13.
(iv) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote
the best interests of the Company which are not in conflict with the provisions of the Plan.
(v) To adopt sub-plans and/or special provisions applicable to Options regulated by the laws of a jurisdiction other than
and outside of the United States. Such