Seagate 2009 Annual Report Download - page 183

subsidiaries: and (C) the services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the issuer’s securities.
VI. OPTION PROVISIONS.
Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall
be separately designated Incentive Stock Options or Nonstatutory Share Options at the time of grant. The provisions of separate Options need
not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance
of each of the following provisions:
6.1 Term . Subject to the provisions of Section 5.2 of the Plan regarding grants of Incentive Stock Options to Ten Percent
Shareholders, no Option shall be exercisable after the expiration of seven (7) years from the date it was granted.
6.2 Exercise Price of an Incentive Stock Option . Subject to the provisions of Section 5.2 of the Plan regarding Ten Percent
Shareholders, the exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of
the Shares subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Incentive Stock Option may be granted
with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for
another option in a manner satisfying the provisions of Section 424(a) of the Code.
6.3 Exercise Price of a Nonstatutory Share Option . The exercise price of each Nonstatutory Share Option shall be not less than
eighty-five percent (85%) of the Fair Market Value of the Shares subject to the Option on the date the Option is granted. Notwithstanding the
foregoing, a Nonstatutory Share Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option
is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.
6.4 Consideration
. The purchase price of Ordinary Shares acquired pursuant to an Option shall be paid, to the extent permitted by
applicable statutes and regulations, either (i) in cash or by check at the time the Option is exercised or (ii) at the discretion of the Board at the
time of the grant of the Option (or subsequently in the case of a Nonstatutory Share Option): (1) by delivery to the Company of other Shares,
(2) according to a deferred payment or other similar arrangement with the Optionholder, including use of a promissory note, (3) pursuant to a
“same day sale” program, or (4) by some combination of the foregoing. Unless otherwise specifically provided in the Option Agreement, the
purchase price of Ordinary Shares acquired pursuant to an Option that is paid by delivery to the Company of other Shares acquired, directly or
indirectly from the Company, shall be paid only by Shares that have been held for more than six (6) months (or such longer or shorter period of
time required to avoid a charge to earnings for financial accounting purposes).
In the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the market rate
of interest and contain such other terms and