Seagate 2009 Annual Report Download - page 165

(ii) one year following the date of the Participant’s termination of Continuous Service as a result of death or
Disability (as defined below);
(iii) three (3) months following the date of the Participant’s termination of Continuous Service without Cause
(other than as a result of death or Disability) or by the Participant for any reason; and
(iv) the date of the Participant’s termination of Continuous Service for Cause.
For purposes of this Agreement:
“Cause” shall mean (i) the Participant’s continued failure substantially to perform the material duties of his office (other than
as a result of total or partial incapacity due to physical or mental illness), (ii) the embezzlement or theft by the Participant of the Company’s
property, (iii) the commission of any act or acts on the Participant’
s part resulting in the conviction of such Participant of a felony under the laws
of the United States or any state, (iv) the Participant’s willful malfeasance or willful misconduct in connection with the Participant’
s duties to the
Company (or any Affiliate) or any other act or omission which is materially injurious to the financial condition or business reputation of the
Company or any of its Affiliates, or (v) a material breach by the Participant of the material terms of his employment agreement or any non-
compete, non-solicitation or confidentiality provisions to which the Participant is subject. However, no termination shall be deemed for Cause
under clause (i), (iv) or (v) unless the Participant is first given written notice by the Company or an Affiliate of the specific acts or omissions
which the Company deems constitute grounds for a termination for Cause and is provided with at least 30 days after such notice to cure the
specified deficiency.
“Disability” shall mean the inability of a Participant to perform in all material respects his duties and responsibilities to the
Company, or any Subsidiary of the Company, for a period of six consecutive months or for an aggregate of nine months in any twenty-four
consecutive month period by reason of a physical or mental incapacity. Any question as to the existence of a Disability as to which Participant
and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Participant and the
Company. If Participant and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those
two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the
Company and Participant shall be final and conclusive for all purposes of this Agreement.
(b) Method of Exercise.
(i) Subject to Section 3(a), the Vested Portion of the Option may be exercised by delivering to the Company at
its principal office or its designee written notice of intent to so exercise; provided that , the Option may be exercised with
respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall
be accompanied by payment in full of the Option Price. The Option Price for the Shares as to which
3