Seagate 2009 Annual Report Download - page 195

14.2 Adjustments Upon a Change of Control .
(i) In the event of a Change of Control as defined in 2.4(i) through 2.4(iv), such as an asset sale, merger, or change in
ownership of voting power, then any surviving entity or acquiring entity shall assume or continue any Share Awards outstanding under the Plan
or shall substitute similar share awards (including an award to acquire substantially the same consideration paid to the shareholders in the
transaction by which the Change of Control occurs) for those outstanding under the Plan. In the event any surviving entity or acquiring entity
refuses to assume or continue such Share Awards or to substitute similar share awards for those outstanding under the Plan, then with respect to
Share Awards held by Participants whose Continuous Service has not terminated, the Board in its sole discretion and without liability to any
person may (1) provide for the payment of a cash amount in exchange for the cancellation of a Share Award equal to the product of (x) the
excess, if any, of the Fair Market Value per Share at such time over the exercise or redemption price, if any, times (y) the total number of Shares
then subject to such Share Award, (2) continue the Share Awards, or (3) notify Participants holding an Option, Share Appreciation Right, or
Phantom Share Unit that they must exercise or redeem any portion of such Share Award (including, at the discretion of the Board, any unvested
portion of such Share Award) at or prior to the closing, of the transaction by which the Change of Control occurs and that the Share Awards shall
terminate if not so exercised or redeemed at or prior to the closing of the transaction by which the Change of Control occurs. With respect to any
other Share Awards outstanding under the Plan, such Share Awards shall terminate if not exercised or redeemed prior to the closing of the
transaction by which the Change of Control occurs. The Board shall not be obligated to treat all Share Awards, even those that are of the same
type, in the same manner.
(ii) In the event of a Change of Control as defined in 2.4(v), such as a dissolution of the Company, all outstanding Share
Awards shall terminate immediately prior to such event.
XV. AMENDMENT OF THE PLAN AND SHARE AWARDS.
15.1 Amendment of Plan . The Board at any time, and from time to time, may amend the Plan. However, except as provided in
Section 14 of the Plan relating to adjustments upon changes in the Ordinary Shares, no amendment shall be effective unless approved by the
shareholders of the Company to the extent shareholder approval is necessary to satisfy the requirements of Section 422 of the Code, any New
York Stock Exchange, Nasdaq or other securities exchange listing requirements, or other applicable law or regulation.
15.2 Shareholder Approval . The Board may, in its sole discretion, submit any other amendment to the Plan for shareholder
approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the
regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation
paid to certain executive officers.
15.3 Contemplated Amendments . It is expressly contemplated that the Board may amend the Plan in any respect the Board deems
necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code
and the