Seagate 2009 Annual Report Download - page 188

8.4 Phantom Share Units . The following terms and conditions shall govern the grant and redeemability of Phantom Share Units:
(i) Phantom Share Unit awards shall be redeemable by the Participant to the Company upon such terms and conditions
as the Board may establish. The value of a single Phantom Share Unit shall be equal to the Fair Market Value of a Share, unless the Board
otherwise provides in the terms of the Share Award Agreement.
(ii) The distribution with respect to any exercised Phantom Share Unit award may be made in Shares valued at Fair
Market Value on the redemption date, in cash, or partly in Shares and partly in cash, as the Board shall in its sole discretion deem appropriate.
Should Shares be issued pursuant to a Phantom Share Unit award in circumstances where they are not otherwise fully paid up, the Board may
require the Participant to pay the aggregate Nominal Value of the Shares on the basis that such Shares underlying the Phantom Share Unit award
shall then be allotted as fully paid to the Participant.
8.5 Restricted Share Units . The following terms and conditions shall govern the grant and redeemability of Restricted Share
Units:
A Restricted Share Unit is the right to receive the value of one (1) Ordinary Share at the time the Restricted Share Unit vests. Should
Shares be issued pursuant to a Restricted Share Unit award in circumstances where they are not otherwise fully paid up, the Board may require
the Participant to pay the aggregate Nominal Value of the Shares on the basis that such Shares underlying the Restricted Share Unit award shall
then be allotted as fully paid to the Participant.
To the extent permitted by the Committee in the terms of his or her Share Award Agreement, a Participant may elect to defer receipt of
the value of the Shares otherwise deliverable upon the vesting of an award of Restricted Share Units, so long as such deferral election complies
with applicable law, including to the extent applicable, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). An
election to defer such delivery shall be irrevocable and shall be made in writing on a form acceptable to the Company. The election form shall
be filed prior to the vesting date of such Restricted Share Units in a manner determined by the Board. When the Participant vests in such
Restricted Share Units, the Participant will be credited with a number of Restricted Share Units equal to the number of Shares for which delivery
is deferred. Restricted Share Units may be paid by the Company by delivery of Shares, in cash, or a combination thereof, as the Board shall in
its sole discretion deem appropriate, in accordance with the timing and manner of payment elected by the Participant on his or her election form,
or if no deferral election is made, as soon as administratively practicable following the vesting of the Restricted Share Unit.
Each Restricted Share Unit agreement shall be in such form and shall contain such terms and conditions as the Board shall deem
appropriate. The terms and conditions of Restricted Share Unit agreements may change from time to time, and the terms and conditions of
separate Restricted Share Unit agreements need not be identical, but each Restricted Share Unit agreement shall include (through incorporation
of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:
(i) Vesting . Vesting shall generally be based on the Participant’s Continuous Service. Shares awarded under the
Restricted Share Unit agreement shall be subject to a Share reacquisition right in favor of the Company in accordance with a vesting schedule to
be determined by the Board.
(ii) Termination of Participant’s Continuous Service . In the event a Participant’s Continuous Service terminates, the
Company shall reacquire any or all of the Shares held by the Participant that have not vested as of the date of termination under the terms of the
Restricted Share Unit agreement.
(iii) Transferability . Rights to acquire the value of Shares under the Restricted Share Unit agreement shall be
transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Share Unit agreement, as the Board shall
determine in its discretion, so long as any Ordinary Shares awarded under the Restricted Share Unit agreement remain subject to the terms of the
Restricted Share Unit agreement.
8.6 Performance Share Bonus Awards . Each Performance Share Bonus agreement shall be in such form and shall contain such
terms and conditions as the Board shall deem appropriate. Performance Share Bonuses shall be paid by the Company in Ordinary Shares.
Should Shares be issued pursuant to a Performance Share Bonus award in circumstances where they are not otherwise fully paid up, the Board
may require the Participant to pay the aggregate Nominal Value of the Shares on the basis that such Shares underlying the Performance Share
Bonus award shall then be allotted as fully paid to the Participant. The terms and conditions of Performance Share Bonus agreements may
change from time to time, and the terms and conditions of separate Performance Share Bonus agreements need not be identical, but each
Performance Share Bonus agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the
substance of each of the following provisions:
(i) Vesting . Vesting shall be based on the achievement of certain performance criteria, whether financial, transactional
or otherwise, as determined by the Board. Vesting shall be subject to the Performance Share Bonus agreement. Upon failure to meet
performance criteria, Shares awarded under the Performance Share Bonus agreement shall be subject to a share reacquisition right in favor of the
Company in accordance with a vesting schedule to be determined by the Board.
(ii) Termination of Participant’s Continuous Service . In the event a Participant’s Continuous Service terminates, the
Company shall reacquire any or all of the Shares held by the Participant that have not vested as of the date of termination under the terms of the
Performance Share Bonus agreement.