Seagate 2009 Annual Report Download - page 177

2.14 “Employee” means any person employed by the Company or an Affiliate. Service as a Director or compensation by the
Company or an Affiliate solely for services as a Director shall not be sufficient to constitute “employment” by the Company or an Affiliate.
2.15 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
2.16 “Fair Market Value” means, as of any date, the value of the Ordinary Shares determined as follows:
(i) If the Ordinary Shares are listed on any established stock exchange (including the New York Stock Exchange) or
traded on the Nasdaq Global Select Market or the Nasdaq Capital Market, the Fair Market Value of a Share shall be the arithmetic mean of the
high and low selling prices of such Shares as reported on such date on the Composite Tape of the principal national securities exchange on which
such Shares are listed or admitted to trading, or if no Composite Tape exists for such national securities exchange on such date, then on the
principal national securities exchange on which such Shares are listed or admitted to trading, or if the Shares are not listed or admitted to trading
on a national securities exchange, the arithmetic mean of the per Share closing bid price and per Share closing asked price on such date as quoted
on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted), or if
no sale of Shares shall have been reported on such Composite Tape or such national securities exchange on such date or quoted on the National
Association of Securities Dealers Automated Quotation System on such date, then the immediately preceding date on which sales of the Shares
have been so reported or quoted shall be used.
(ii) In the absence of such markets for the Ordinary Shares, the Fair Market Value shall be determined in good faith by
the Board.
(iii) For any reference to Fair Market Value in the Plan used to establish the price at which the Company shall sell
Ordinary Shares to a Participant under the terms and conditions of a Share Award (such as a Share Award of Options, Restricted Share Purchase
Rights or Share Appreciation Rights), the date as of which this definition shall be applied shall be the grant date of such Share Award.
2.17 “Full-Value Share Award” shall mean any of a Restricted Share Bonus, Restricted Share Units, Phantom Share Units,
Performance Share Bonus, or Performance Share Units.
2.18 “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422
of the Code and the regulations promulgated thereunder.
2.19 “Nominal Value” means US$0.00001 per Share.
2.20 “Non-Employee Director” means a Director who either (i) is not a current Employee or Officer of the Company or its parent
or a subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or a subsidiary for services rendered as a
consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of
Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)),
does not possess an interest in any other transaction as to which
disclosure