Seagate 2009 Annual Report Download - page 192

vesting of any Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code.
Notwithstanding satisfaction of any performance goals, the number of Shares issued under or the amount paid under an award 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 in its sole discretion shall determine.
10.2 Adjustments . To the extent consistent with Section 162(m) of the Code, the Committee (a) shall appropriately adjust any
evaluation of performance under a Qualifying Performance Criteria to eliminate the effects of charges for restructurings, discontinued
operations, extraordinary items and all items of gain, loss or expense determined to be extraordinary or unusual in nature or related to the
disposal of a segment of a business or related to a change in accounting principle all as determined in accordance with standards established by
opinion No. 30 of the Accounting Principles Board (APA Opinion No. 30) or other applicable or successor accounting provisions, as well as the
cumulative effect of accounting changes, in each case as determined in accordance with generally accepted accounting principles or identified in
the Company’s financial statements or notes to the financial statements, and (b) may appropriately adjust any evaluation of performance under a
Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (i) asset write-downs,
(ii) litigation, claims, judgments or settlements, (iii) the effect of changes in tax law or other such laws or provisions affecting reported results,
(iv) accruals for reorganization and restructuring programs and (v) accruals of any amounts for payment under this Plan or any other
compensation arrangement maintained by the Company.
XI. USE OF PROCEEDS FROM SHARES.
Proceeds from the sale of Ordinary Shares pursuant to Share Awards shall constitute general funds of the Company.
XII. CANCELLATION AND RE-GRANT OF OPTIONS.
12.1 The Board shall have the authority to effect, at any time and from time to time, (i) the repricing of any outstanding Options
under the Plan and/or (ii) with the consent of the affected Optionholders, the cancellation of any outstanding Options under the Plan and the
grant in substitution therefore of new Options under the Plan covering the same or different number of Shares, but having an exercise price per
Share not less than eighty-five percent (85%) of the Fair Market Value (one hundred percent (100%) of Fair Market Value in the case of an
Incentive Stock Option or, in the case of a Ten Percent Shareholder (as described in Section 5.2 of the Plan), not less than one hundred ten
percent (110%) of the Fair Market Value) per Share on the new grant date. Notwithstanding the foregoing, the Board may grant an Option with
an exercise price lower than that set forth above if such Option is granted as part of a transaction to which Section 424(a) of the Code applies.
Prior to the implementation of any such repricing or cancellation of one or more outstanding Options, the Board shall obtain the approval of the
shareholders of the Company to the extent required by any New York Stock Exchange, Nasdaq or other securities exchange listing requirements,
or applicable law.
12.2 Shares subject to an Option canceled under this Section 12 shall continue to be counted against the maximum award of
Options permitted to be granted pursuant to Section 5.3 of