Seagate 2009 Annual Report Download - page 160

shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of any convertible securities of the
Company shall not be treated as a transaction “without receipt of consideration” by the Company.)
(b) Dissolution or Liquidation . In the event of a dissolution or liquidation of the Company, then all outstanding Options shall
terminate immediately prior to such event.
(c) Asset Sale, Merger, Consolidation or Reverse Merger . In the event of (i) a sale, exchange, lease or other disposition of all or
substantially all of the consolidated assets of the Company, (ii) a merger or consolidation or other transaction in which the Company is not the
surviving corporation or (iii) a reverse merger or other transaction in which the Company is the surviving corporation but the Ordinary Shares
outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash
or otherwise (individually, a “Corporate Transaction”), then any surviving corporation or acquiring corporation shall assume any Options
outstanding under the Plan or shall substitute similar share awards (including an award to acquire the same consideration paid to the shareholders
in the Corporate Transaction) for those outstanding under the Plan. In the event any surviving corporation or acquiring corporation refuses to
assume such Options or to substitute similar share awards for those outstanding under the Plan, then with respect to Options held by
Optionholders whose Continuous Service has not terminated, the Board in its sole discretion and without liability to any person may (i) provide
for the payment of a cash amount in exchange for the cancellation of an Option equal to the product of (x) the excess, if any, of the Fair Market
Value per Share at such time over the exercise or redemption price, if any, times (y) the total number of Shares then subject to such Option,
(ii) continue the Options, or (iii) notify Optionholders that they must exercise or redeem any portion of the Option (including, at the discretion of
the Board, any unvested portion of the Option) at or prior to the closing of the Corporate Transaction and that the Options shall terminate if not
so exercised or redeemed at or prior to the closing of the Corporate Transaction. With respect to any other Options outstanding under the Plan,
such Options shall terminate if not exercised or redeemed (if applicable) prior to the closing of the Corporate Transaction.
13.
AMENDMENT OF THE PLAN AND OPTIONS.
(a) Amendment of Plan . The Board at any time, and from time to time, may amend the Plan. However, except as provided in
Section 12 relating to adjustments upon changes in the Ordinary Shares, no amendment shall be effective unless approved by the shareholders of
the Company to the extent shareholder approval is necessary to satisfy the requirements of Section 422 of the Code, any New York Stock
Exchange, Nasdaq or other securities exchange listing requirements, or other applicable law.
(b) Shareholder Approval . The Board may, in its sole discretion, submit any other amendment to the Plan for shareholder
approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the
regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation
paid to certain executive officers.