Seagate 2009 Annual Report Download - page 193

the Plan. The repricing of an Option under this Section 12, resulting in a reduction of the exercise price, shall be deemed to be a cancellation of
the original Option and the grant of a substitute Option; in the event of such repricing, both the original and the substituted Options shall be
counted against the maximum awards of Options permitted to be granted pursuant to Section 5.3 of the Plan. The provisions of this Section 12.2
shall be applicable only to the extent required by Section 162(m) of the Code.
XIII. MISCELLANEOUS.
13.1 Acceleration of Exercisability and Vesting . The Board (or Committee, if so authorized by the Board) shall have the power to
accelerate exercisability and/or vesting when it deems fit, such as upon a Change of Control. The Board or Committee shall have the power to
accelerate the time at which a Share Award may first be exercised or the time during which a Share Award or any part thereof will vest in
accordance with the Plan, notwithstanding the provisions in the Award Agreement stating the time at which it may first be exercised or the time
during which it will vest.
13.2 Shareholder Rights . No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect
to, any Shares subject to a Share Award except to the extent that the Company has issued the Shares relating to such Share Award.
13.3 No Employment or other Service Rights . Nothing in the Plan or any instrument executed or Share Award granted pursuant
thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Share
Award was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without
notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an
Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company, and any applicable provisions of the corporate law of the state
or other jurisdiction in which the Company is domiciled, as the case may be.
13.4 Incentive Stock Option $100,000 Limitation . To the extent that the aggregate Fair Market Value (determined at the time of
grant) of the Ordinary Shares with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any
calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions
thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Share Options.
13.5 Investment Assurances . The Company may require a Participant, as a condition of exercising or redeeming a Share Award or
acquiring Shares under any Share Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and
experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of acquiring the Shares; (ii) to give written assurances satisfactory to the Company stating that the Participant
is acquiring the Shares subject to the Share Award for the Participant’s own account and