Seagate 2009 Annual Report Download - page 159

dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated
as Nonstatutory Share Options.
(e) Investment Assurances . The Company may require an Optionholder, as a condition of exercising or acquiring Shares under
any Option, (i) to give written assurances satisfactory to the Company as to the Optionholder’s knowledge and experience in financial and
business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in
financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks
of exercising the Option; and (ii) to give written assurances satisfactory to the Company stating that the Optionholder is acquiring the Shares
subject to the Option for the Optionholder’s own account and not with any present intention of selling or otherwise distributing the Shares. The
foregoing requirements, and any assurances given pursuant to such requirements, shall generally be inoperative if (1) the issuance of the Shares
upon the exercise or acquisition of Shares under the Option has been registered under a then currently effective registration statement under the
Securities Act or (2) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be
met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends
onShare certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the Shares.
(f) Withholding Obligations . To the extent provided by the terms of an Option Agreement, the Participant may satisfy any
federal, state, local or foreign tax withholding obligation relating to the exercise or acquisition of Ordinary Shares under an Option by any of the
following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a
combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold Shares from the Shares otherwise issuable to
the Participant as a result of the exercise or acquisition of Shares under the Option, provided, however, that no Shares are withheld with a value
exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company owned and unencumbered Shares.
The
Participant may also satisfy such tax withholding obligation by any other means set forth in the applicable Option Agreement.
12.
ADJUSTMENTS UPON CHANGES IN SHARES.
(a) Capitalization Adjustments . If any change is made in the Ordinary Shares subject to the Plan, or subject to any Option,
without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, share
dividend, spinoff, dividend in property other than cash, share split, liquidating dividend, combination of shares, exchange of shares, change in
corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the
class(es) and maximum number of securities subject to the Plan pursuant to subsection 4(a), the maximum number of securities subject to the
option grants to any person pursuant to subsection 5(c), and the number of securities subject to the option grants to Non-Employee Directors
under Section 7, and the outstanding Options will be appropriately adjusted in the class(es) and number of securities and price per share of the
securities subject to such outstanding Options. The Board