Seagate 2009 Annual Report Download - page 164

2. Vesting . At any time, the portion of the Option which has become vested and exercisable as described in this Section 2
is hereinafter referred to as the “Vested Portion.”
(a) Vesting Schedule.
(i) Subject to Sections 2(a)(ii), 2(a)(iii), and 2(b) below, the Option shall vest and become exercisable with
respect to 25% of the Shares initially subject to the Option on the first anniversary of the Vesting Commencement Date (as set
forth in the Notice) and shall vest and become exercisable with respect to an additional 1/48th of the Shares initially subject to
the Option at the end of each full month thereafter (measured by using the same day of each subsequent month as the Vesting
Commencement Date (as set forth in the Notice), or if there is no same day in a given subsequent month, the last day of such
subsequent month).
(ii) Notwithstanding the foregoing, in the event of a Corporate Transaction in which the Option is not to be
assumed or replaced with a substitute option which substantially preserves both the intrinsic value (i.e., the excess of the Fair
Market Value of the Shares subject to the Option over the aggregate Option Price) and the rights and benefits of the Option as
in effect immediately prior to such Corporate Transaction or is not otherwise to be continued in effect by the Company or any
successor entity in the Corporate Transaction, then the Option shall, for at least 10 days prior to the consummation of the
Corporate Transaction, vest and become exercisable for all the Shares at the time subject to the Option and the Option shall
terminate upon the consummation of the Corporate Transaction.
(iii) In addition to the foregoing, in the event of the Participant’s termination of Continuous Service on account
of the Participant’s death, the Participant shall be deemed to have completed an additional year of service for purposes of
determining the portion of the Option which is the Vested Portion.
(b) Termination of Continuous Service
If the Participant’s Continuous Service with the Company is terminated for any reason, the Option shall, to the extent not then
vested, be canceled by the Company without consideration, as further described in Section 8(m) below. The Vested Portion of the Option shall
remain exercisable for the period set forth in Section 3(a).
3. Exercise of Option .
(a) Period of Exercise
Subject to the provisions of the Plan and this Agreement, including the provision set forth in Section 8(m) below, the
Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of:
(i) the “Expiration Date” set forth in the Notice;
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