Seagate 2009 Annual Report Download - page 157

(a) An initial Option to purchase 150,000 Shares, or such lesser number as may be established by the Board from time to time, on
the date of his or her initial election as a Non-Employee Director (the “Initial Grant”).
(b) An automatic annual Option to purchase 50,000 Shares, or such lesser number as may be established by the Board from time
to time (which need not be the same for each Non-Employee Director), at an option exercise price equal to one hundred percent (100%) of the
Fair Market Value of the Shares on the date immediately following the date of the Annual Meeting of Shareholders of the Company, beginning
with the Annual Meeting following the Company’s fiscal year ending in 2003 (the “Annual Grant”), provided that the Non-Employee Director
has completed at least six months of service as a Director from the date of the Initial Grant.
(c) Options granted pursuant to an Initial Grant or Annual Grant generally shall vest over a period of four (4) years, with 25% of
the Shares subject to an Option becoming vested and exercisable upon the first anniversary of the date of grant and the remaining 75% of the
Shares subject to an Option becoming vested and exercisable in equal monthly installments over the next three years, provided that the
Optionholder continues in the service of the Company throughout the relevant vesting period. In all other respects, Options granted pursuant to
an Initial Grant or Annual Grant shall contain in substance such terms and conditions as are allowable under Section 6 with respect to Options as
shall be determined by the Board from time to time.
8.
COVENANTS OF THE COMPANY.
(a) Availability of Shares . During the terms of the Options, the Company shall keep available at all times the number of
Ordinary Shares required to satisfy such Options.
(b) Securities Law Compliance . The Company shall seek to obtain from each regulatory commission or agency having
jurisdiction over the Plan such authority as may be required to grant Options and to issue and sell Ordinary Shares upon exercise of the Options;
provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Option or any Shares
issued or issuable pursuant to any such Option. If, after reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Shares under the Plan,
the Company shall be relieved from any liability for failure to issue and sell Shares upon exercise of such Options unless and until such authority
is obtained.
9.
USE OF PROCEEDS FROM SHARES.
Proceeds from the sale of Ordinary Shares pursuant to the exercise of Options shall constitute general funds of the Company.
10.
CANCELLATION AND RE-GRANT OF OPTIONS.
(a) The Board shall have the authority to effect, at any time and from time to time, (i) the repricing of any outstanding Options
under the Plan and/or (ii) with the consent of the