Seagate 2009 Annual Report Download - page 190

(iv) Discretionary Adjustments and Limits . Subject to the limits imposed under Section 162(m) of the Code for Share
Awards that are intended to qualify as “performance-based compensation,” notwithstanding the satisfaction of any performance goals, the
number of Shares granted, issued, retainable and/or vested under a Performance Share Bonus may, to the extent specified in the Share Award
Agreement, be reduced, but not increased, by the Committee on the basis of such further considerations as the Committee shall determine
8.7 Performance Share Units . The following terms and conditions shall govern the grant and redeemability of Performance Share
Units:
A Performance Share Unit is the right to receive the value of one (1) Ordinary Share at the time the Performance Share Unit vests.
Should Shares be issued pursuant to a Performance 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 Performance 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 Shares otherwise deliverable upon the vesting of an award of Performance Share Units, so long as such deferral election complies
with applicable law. 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 Performance Share Units in a manner determined by the Board. When the
Participant vests in such Performance Share Units, the Participant will be credited with a number of Performance Share Units equal to the
number of Shares for which delivery is deferred. Performance 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
Performance Share Unit.
Each Performance 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 Performance Share Unit agreements may change from time to time, and the terms and conditions of
separate Performance Share Unit agreements need not be identical, but each Performance 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 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 Unit agreement. Upon failure to meet performance
criteria, Shares awarded under the Performance 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
Performance Share Unit agreement.