Seagate 2009 Annual Report Download - page 181

3.3 Delegation to Committee .
(i) General . The Board may delegate administration of the Plan to a Committee or Committees of one or more
individuals, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. If administration is
delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the
Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and
references in this Plan to the Board shall thereafter be to the Committee or subcommittee, as applicable), subject, however, to such resolutions,
not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at
any time and revest in the Board the administration of the Plan.
(ii) Committee Composition when Ordinary Shares are Publicly Traded . At such time as the Ordinary Shares are
publicly traded, in the discretion of the Board, a Committee may consist solely of two or more Outside Directors, in accordance with Section 162
(m) of the Code, and/or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. Within the scope of such authority, the
Board or the Committee may (1) delegate to a committee of one or more individuals who are not Outside Directors the authority to grant Share
Awards to eligible persons who are either (a) not then Covered Employees and are not expected to be Covered Employees at the time of
recognition of income resulting from such Share Award or (b) not persons with respect to whom the Company wishes to comply with Section
162(m) of the Code and/or (2) delegate to a committee of one or more individuals who are not Non-Employee Directors the authority to grant
Share Awards to eligible persons who are either (a) not then subject to Section 16 of the Exchange Act or (b) receiving a Share Award as to
which the Board or Committee elects not to comply with Rule 16b-3 by having two or more Non-Employee Directors grant such Share Award.
3.4 Effect of Board’s Decision
. All determinations, interpretations and constructions made by the Board in good faith shall not be
subject to review by any person and shall be final, binding and conclusive on all persons.
IV. SHARES SUBJECT TO THE PLAN.
4.1 Share Reserve . Subject to the provisions of Section 14 of the Plan relating to adjustments upon changes in Ordinary Shares,
the maximum aggregate number of Shares that may be issued pursuant to Share Awards shall not exceed sixty three million five hundred
thousand (63,500,000) shares, provided that each Share Award granted will reduce the share reserve by one (1) share upon the issuance of a
share at the time of grant, exercise or redemption, as applicable. To the extent that a distribution pursuant to a Share Award is made in cash, the
share reserve shall remain unaffected. In addition, the maximum aggregate number of Shares that may be issued pursuant to Full-Value Share
Awards shall not exceed ten million (10,000,000) Shares (“Full-Value Share Award Share Reserve”).
4.2 Reversion of Shares to the Share Reserve . If any Share Award shall for any reason (i) expire, be cancelled or otherwise
terminate, in whole or in part, without having been exercised or redeemed in full, (ii) be reacquired by the Company prior to vesting, or (iii) be
repurchased at cost
by the Company prior to vesting, the Shares not acquired under such Share Award shall revert to and again become available for issuance under
the Plan, and if subject to a Full-Value Share Award, shall also reduce the number of Shares issued against the Full-Value Share Award Share
Reserve. To the extent that a Share Award granted under the Plan is redeemed by payment in cash rather than Shares according to its terms, the
Shares subject to the redeemed portion of the Share Award shall revert to and again become available for issuance under the Plan.
4.3 Source of Shares . The Shares subject to the Plan may be unissued Shares or reacquired Shares, bought on the market or
otherwise.
V. ELIGIBILITY.
5.1 Eligibility for Specific Share Awards . Incentive Stock Options may be granted only to Employees. Share Awards other than
Incentive Stock Options may be granted to Employees, Directors and Consultants.
5.2 Ten Percent Shareholders
. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the exercise price
of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Ordinary Shares at the date of grant and the Option is
not exercisable after the expiration of five (5) years from the date of grant.
5.3 Annual Section 162(m) Limitation . Subject to the provisions of Section 14 of the Plan relating to adjustments upon changes
in the Ordinary Shares, no Employee shall be eligible to be granted Share Awards covering more than ten million (10,000,000) Shares during
any fiscal year.
5.4 Individual Full-Value Share Award Limitation over Life of Plan . Subject to the provisions of Section 14 of the Plan relating
to adjustments upon changes in the Ordinary Shares, no individual shall be eligible to be issued more than ten million (10,000,000) Shares under
all Full-Value Share Awards (i.e., Restricted Share Bonuses, Restricted Share Units, Phantom Share Units, Performance Share Bonuses, and
Performance Share Units, but not Incentive Stock Options, Nonstatutory Share Options, or Share Appreciation Rights for which an annual limit
is provided under Section 5.3) granted to such individual under the Plan.
5.5 Consultants .