Seagate 2009 Annual Report Download - page 178

would be required under Item 404(a) of Regulation S-K and is not engaged in a business relationship as to which disclosure would be required
under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.
2.21 “Nonstatutory Share Option” means an Option not intended to qualify as an Incentive Stock Option.
2.22 “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.
2.23 “Option” means an Incentive Stock Option or a Nonstatutory Share Option granted pursuant to the Plan.
2.24 “Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and
conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.
2.25 “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who
holds an outstanding Option.
2.26 “Ordinary Share” or “Share” means an ordinary share of the Company, nominal value US$0.00001.
2.27 “Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated
corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the
Company or an “affiliated corporation” receiving compensation for prior services (other than benefits under a tax qualified pension plan), was
not an officer of the Company or an “affiliated corporation” at any time and is not currently receiving direct or indirect remuneration from the
Company or an “affiliated corporation” for services in any capacity other than as a Director; or (ii) is otherwise considered an “outside director”
for purposes of Section 162(m) of the Code.
2.28 “Participant” means a person to whom a Share Award is granted pursuant to the Plan or, if applicable, such other person who
holds an outstanding Share Award.
2.29 “Performance Share Bonus” means a grant of Ordinary Shares subject to the provisions of Section 8.6 of the Plan.
2.30 “Performance Share Unit” means the right to receive the value of one (1) Ordinary Share at the time the Performance Share
Unit vests, with the further right to elect to defer receipt of that value otherwise deliverable upon the vesting of an award of Performance Share
Units to the extent permitted in the Participant’s agreement. These Performance Share Units are subject to the provisions of Section 8.7 of the
Plan.
2.31 “Phantom Share Unit” means the right to receive the value of one (1) Ordinary Share, subject to the provisions of Section 8.4
of the Plan.