Seagate 2009 Annual Report Download - page 191

(iii) Transferability . Rights to acquire the value of Shares under the Performance Share Unit agreement shall be
transferable by the Participant only upon such terms and conditions as are set forth in the Performance Share Unit agreement, as the Board shall
determine in its discretion, so long as Ordinary Shares awarded under the Performance Share Unit agreement remain subject to the terms of the
Performance Share Unit agreement.
(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 Unit 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.
IX. COVENANTS OF THE COMPANY.
9.1 Availability of Shares . During the terms of the Share Awards, the Company shall keep available at all times the number of
Ordinary Shares required to satisfy such Share Awards.
9.2 Securities Law Compliance . The Company shall seek to obtain from each regulatory commission or agency having
jurisdiction over the Plan such authority as may be required to grant Share Awards and to issue and sell Ordinary Shares upon exercise,
redemption or satisfaction of the Share Awards; provided, however, that this undertaking shall not require the Company to register under the
Securities Act the Plan, any Share Award or any Ordinary Shares issued or issuable pursuant to any such Share Award. If, after reasonable
efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems
necessary for the lawful issuance and sale of Ordinary Shares under the Plan, the Company shall be relieved from any liability for failure to issue
and sell Ordinary Shares related to such Share Awards unless and until such authority is obtained.
X. QUALIFYING PERFORMANCE-BASED COMPENSATION
10.1 General . The Committee may establish performance criteria and the level of achievement versus such criteria that shall
determine the number of Shares to be granted, retained, vested, issued or issuable under or in settlement of or the amount payable pursuant to a
Share Award (including a, Restricted Share Bonus, Restricted Share Purchase Right, Restricted Share Unit, Performance Share Bonus or
Performance Share Unit award), which criteria may be based on Qualifying Performance Criteria or other standards of financial performance
and/or personal performance evaluations. In addition, the Committee may specify that a Share Award or a portion of a Share Award is intended
to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code, provided that the performance criteria for
such Award or portion of a Share Award that is intended by the Committee to satisfy the requirements for “performance-based compensation”
under Section 162(m) of the Code shall be a measure based on one or more Qualifying Performance Criteria selected by the Committee and
specified at the time the Award is granted, or within the time prescribed by Section 162(m) and shall otherwise be in compliance with
Section 162(m). The Committee shall certify the extent to which any Qualifying Performance Criteria has been satisfied and the amount payable
as a result thereof, prior to payment, settlement or