Seagate 2009 Annual Report Download - page 153

issued pursuant to Options shall not exceed 100,000,000 Shares, reduced by the aggregate number of Shares issued upon the exercise of Share
options granted under the Predecessor Plan.
(b) Reversion of Shares to the Share Reserve . If any Option (including a Share option granted under the Predecessor Plan) shall
for any reason (i) expire or otherwise terminate, in whole or in part, without having been exercised or redeemed in full, (ii) be reacquired by the
Company prior to vesting, or (iii) be repurchased by the Company prior to vesting, the Shares not acquired under such Option shall revert to and
again become available for issuance under the Plan.
(c) Source of Shares . The Shares subject to the Plan may be unissued Shares or reacquired Shares, bought on the market or
otherwise.
5. ELIGIBILITY.
(a) Eligibility for Specific Share Awards . Incentive Stock Options may be granted only to Employees. Nonstatutory Share
Options may be granted to Employees, Directors and Consultants.
(b) Ten Percent Shareholders . A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the exercise
price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Ordinary Shares at the date of grant and the
Option is not exercisable after the expiration of five (5) years from the date of grant.
(c) Section 162(m) Limitation . Subject to the provisions of Section 12 relating to adjustments upon changes in the Ordinary
Shares, no Employee shall be eligible to be granted Options covering more than 15,000,000 Shares during any fiscal year.
(d) Consultants .
(i) A Consultant shall not be eligible for the grant of an Option if, at the time of grant, a Form S-8 Registration
Statement under the Securities Act (“Form S-8”) is not available to register either the offer or the sale of the Company’s securities to
such Consultant because of the nature of the services that the Consultant is providing to the Company, or because the Consultant is not
a natural person, or as otherwise provided by the rules governing the use of Form S-
8, unless the Company determines both (i) that such
grant (A) shall be registered in another manner under the Securities Act (e.g., on a Form S-3 Registration Statement) or (B) does not
require registration under the Securities Act in order to comply with the requirements of the Securities Act, if applicable, and (ii) that
such grant complies with the securities laws of all other relevant jurisdictions.
(ii) Form S-8 generally is available to consultants and advisors only if (i) they are natural persons; (ii) they provide bona
fide services to the issuer, its parents, its majority owned subsidiaries; and (iii) the services are not in connection with the offer or sale
of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the issuer’s securities.