Seagate 2009 Annual Report Download - page 158

affected Optionholders, the cancellation of any outstanding Options under the Plan and the grant in substitution therefor of new Options under
the Plan covering the same or different number of Shares, but having an exercise price per Share not less than eighty-five percent (85%) of the
Fair Market Value (one hundred percent (100%) of Fair Market Value in the case of an Incentive Stock Option or, in the case of a Ten Percent
shareholder (as described in subsection 5(b)), not less than one hundred ten percent (110%) of the Fair Market Value) per Share on the new grant
date. Notwithstanding the foregoing, the Board may grant an Option with an exercise price lower than that set forth above if such Option is
granted as part of a transaction to which section 424(a) of the Code applies.
(b) Shares subject to an Option canceled under this Section 10 shall continue to be counted against the maximum award of
Options permitted to be granted pursuant to subsection 5(c) of the Plan. The repricing of an Option under this Section 10, resulting in a reduction
of the exercise price, shall be deemed to be a cancellation of the original Option and the grant of a substitute Option; in the event of such
repricing, both the original and the substituted Options shall be counted against the maximum awards of Options permitted to be granted
pursuant to subsection 5(c) of the Plan. The provisions of this subsection 10(b) shall be applicable only to the extent required by Section 162
(m) of the Code.
11.
MISCELLANEOUS.
(a) Acceleration of Exercisability and Vesting . The Board shall have the power to accelerate the time at which an Option may
first be exercised or the time during which an Option or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in
the Option Agreement stating the time at which it may first be exercised or the time during which it will vest.
(b) Shareholder Rights . No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect
to, any Shares subject to such Option, including but not limited to Shareholder voting rights and rights to receive dividends with respect to
Shares, unless and until such Participant has satisfied all requirements for exercise of the Option pursuant to its terms.
(c) No Employment or other Service Rights . Nothing in the Plan or any instrument executed or Option granted pursuant thereto
shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Option was
granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with
or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate or
(iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the
state or country in which the Company or the Affiliate is domiciled, as the case may be.
(d) Incentive Stock Option $100,000 Limitation . To the extent that the aggregate Fair Market Value (determined at the time of
grant) of the Ordinary Shares with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any
calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand