Seagate 2009 Annual Report Download - page 155

such arrangement shall be a full recourse note and shall be secured by the Shares purchased upon exercise of the Option.
In the case of any payment of the purchase price of Shares by delivery of other Shares, if permitted under the terms of the
Optionholder’s Option Agreement, the Optionholder may, subject to procedures satisfactory to the Board, satisfy such delivery requirement by
presenting proof of beneficial ownership of such shares, in which case the Company shall treat the Option as exercised without further payment
and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.
(e) Transferability of an Incentive Stock Option . An Incentive Stock Option shall not be transferable except by will or
by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.
Notwithstanding the foregoing, if provided in the Option Agreement, the Optionholder may, by delivering written notice to the
Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall
thereafter be entitled to exercise the Option.
(f) Transferability of a Nonstatutory Share Option . A Nonstatutory Share Option shall be transferable to the extent
provided in the Option Agreement. If the Nonstatutory Share Option does not provide for transferability, then the Nonstatutory Share
Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of
the Optionholder only by the Optionholder. Notwithstanding the foregoing, if provided in the Option Agreement, the Optionholder may,
by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the
death of the Optionholder, shall thereafter be entitled to exercise the Option.
(g) Vesting Generally
. Options granted under the Plan shall be vested and exercisable at such time and upon such terms
and conditions as may be determined by the Board. The vesting provisions of individual Options may vary. Generally, so long as the
Optionholder remains in continuous service with the Company, an Option shall vest and become exercisable over a four year period
with respect to 25% of the Shares subject to the Option on the first anniversary of the date of grant and in equal monthly installments of
the remaining 75% of the Shares subject to the Option over the next three years. The provisions of this subsection 6(g) are subject to
any Option provisions governing the minimum number of Shares as to which an Option may be exercised.
(h) Termination of Continuous Service . In the event an Optionholder’s Continuous Service terminates (other than upon
the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was
entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (i) the date
three (3) months following the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the
Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the
Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate.
(i) Extension of Termination Date . An Optionholder’s Option Agreement may also provide that if the exercise of the
Option following the termination of the Optionholder’s Continuous Service (other than upon the Optionholder’s death or Disability)
would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities
Act or other applicable securities law, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set
forth in the Option Agreement or (ii) the expiration of a period of three (3) months after the termination of the Optionholder’s
Continuous Service during which the exercise of the Option would not be in violation of such registration requirements.
(j) Disability of Optionholder . In the event that an Optionholder’s Continuous Service terminates as a result of the
Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise
such Option as of the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months
following such termination (or such longer or shorter period specified in the Option Agreement) or (ii) the expiration of the term of the
Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time
specified herein, the Option shall terminate.
(k) Death of Optionholder . In the event (i) an Optionholder’s Continuous Service terminates as a result of the
Optionholder’s death or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of
the Optionholder’s Continuous Service for a reason other than death, then the Option may be exercised (to the extent the Optionholder
was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise
the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s death pursuant to
subsection 6(e) or 6(f), but only within the period ending on the earlier of (l) the date twelve (12) months following the date of death (or
such longer or shorter period specified in the Option Agreement) or (2) the expiration of the term of such Option as set forth in the
Option Agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate.
(l) Early Exercise . The Option Agreement may, but need not, include a provision whereby the Optionholder may elect
at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the Shares subject to
the Option prior to the full vesting of the Option. Any unvested Shares so purchased may be subject to a repurchase option in favor of
the Company or to any other restriction the Board determines to be appropriate.
7.
OPTIONS TO NON-EMPLOYEE DIRECTORS.
In addition to any other Options that Non
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Employee Directors may be granted under the Plan, each Non
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Employee Director of the