Seagate 2009 Annual Report Download - page 152

sub-plans and/or special provisions may take precedence over other provisions of this Plan, with the exception of Section 4, but unless
otherwise superseded by the terms of such sub-plans and/or special provisions, the provisions of this Plan shall govern.
(c) Delegation to Committee .
(i) General . The Board may delegate administration of the Plan to a Committee or Committees of one (1) or more
individuals, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. If
administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee
is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the administration of the Plan.
(ii) Committee Composition when the Ordinary Shares are Publicly Traded . At such time as the Ordinary Shares are
publicly traded, in the discretion of the Board, a Committee may consist solely of two or more Outside Directors, in accordance with
Section 162(m) of the Code, and/or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. Within the scope
of such authority, the Board or the Committee may (1) delegate to a committee of one or more individuals who are not Outside
Directors the authority to grant Options to eligible persons who are either (a) not then Covered Employees and are not expected to be
Covered Employees at the time of recognition of income resulting from such Options or (b) not persons with respect to whom the
Company wishes to comply with Section 162(m) of the Code and/or (2) delegate to a committee of one or more individuals who are not
Non-Employee Directors the authority to grant Options to eligible persons who are not then subject to Section 16 of the Exchange Act.
(d) Effect of Board’s Decision . The Plan and all determinations, interpretations and constructions made by the Board in its sole
discretion and reasonable good faith determination shall not be subject to review by any person and shall be final, binding and conclusive on all
persons, including all successors and assigns of the Company and an Optionholder, including without limitation, the estate of such Optionholder
and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Optionholder’s
creditors. The terms and conditions of Options and the Board’
s determinations and interpretations with respect thereto need not be the same with
respect to each Optionholder (whether or not such Optionholders are similarly situated).
4.
SHARES SUBJECT TO THE PLAN.
(a) Share Reserve . Subject to the provisions of Section 12 relating to adjustments upon changes in the Ordinary Shares, the
maximum aggregate number of Shares that may be