Seagate 2009 Annual Report Download - page 180

other share-based award. These Awards may include, but are not limited to those listed in Section 1.2.
2.41 “Share Award Agreement” means a written agreement between the Company and a holder of a Share Award setting forth the
terms and conditions of an individual Share Award grant. Each Share Award Agreement shall be subject to the terms and conditions of the Plan.
2.42 “Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) shares
possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of any of its Affiliates.
III. ADMINISTRATION.
3.1 Administration by Board . The Board shall administer the Plan unless and until the Board delegates administration to a
Committee, as provided in Section 3.3.
3.2 Powers of Board
. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:
(i) To determine from time to time which of the persons eligible under the Plan shall be granted Share Awards; when
and how each Share Award shall be granted; what type or combination of types of Share Award shall be granted; the provisions of each Share
Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Ordinary Shares pursuant
to a Share Award; and the number of Shares with respect to which a Share Award shall be granted to each such person.
(ii) To construe and interpret the Plan and Share Awards granted under it, and to establish, amend and revoke rules and
regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in
any Share Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.
(iii) To amend the Plan or a Share Award as provided in Section 15 of the Plan.
(iv) Generally, to exercise such powers and to perform such acts as the Board deems necessary, desirable, convenient or
expedient to promote the best interests of the Company that are not in conflict with the provisions of the Plan.
(v) To adopt sub-plans and/or special provisions applicable to Share Awards regulated by the laws of a jurisdiction other
than and outside of the United States. Such sub-plans and/or special provisions may take precedence over other provisions of the Plan, with the
exception of Section 4 of the Plan, but unless otherwise superseded by the terms of such sub-plans and/or special provisions, the provisions of
the Plan shall govern.