Seagate 2009 Annual Report Download - page 154

6.
OPTION PROVISIONS.
Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall
be separately designated Incentive Stock Options or Nonstatutory Share Options at the time of grant. The provisions of separate Options need
not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance
of each of the following provisions:
(a) Term . Subject to the provisions of subsection 5(b) regarding Ten Percent Shareholders, no Incentive Stock Option
shall be exercisable after the expiration of ten (10) years from the date it was granted.
(b) Exercise Price of an Incentive Stock Option . Subject to the provisions of subsection 5(b) regarding Ten Percent
Shareholders, the exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market
Value of the Shares subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Incentive Stock Option
may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an
assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.
(c) Exercise Price of a Nonstatutory Share Option . The exercise price of each Nonstatutory Share Option shall be not
less than eighty-five percent (85%) of the Fair Market Value of the Shares subject to the Option on the date the Option is granted.
Notwithstanding the foregoing, a Nonstatutory Share Option may be granted with an exercise price lower than that set forth in the
preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the
provisions of Section 424(a) of the Code.
(d) Consideration . The purchase price of Ordinary Shares acquired pursuant to an Option shall be paid, to the extent
permitted by applicable statutes and regulations, either (i) in cash or by check at the time the Option is exercised or (ii) at the discretion
of the Board at the time of the grant of the Option (or subsequently in the case of a Nonstatutory Share Option) (1) by delivery to the
Company of other Shares, (2) to the extent permitted by law, according to a deferred payment or other similar arrangement with the
Optionholder, including use of a promissory note, (3) pursuant to a “same day sale” program, or (4) by some combination of the
foregoing. Unless otherwise specifically provided in the Option Agreement, the purchase price of Shares acquired pursuant to an
Option that is paid by delivery to the Company of other Shares acquired, directly or indirectly from the Company, shall be paid only by
Shares of the Company that have been held for more than six (6) months (or such longer or shorter period of time required to avoid a
charge to earnings for financial accounting purposes).
In the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the market rate
of interest and contain such other terms and conditions necessary to avoid a charge to earnings for financial accounting purposes as a result of
the use of such deferred payment arrangement. In addition, the promissory note documenting