Seagate 2009 Annual Report Download - page 206

(ii) one year following the date of the Participant’s termination of Continuous Service as a result of death or
Disability (as defined in the Plan);
(iii) three (3) months following the date of the Participant’s termination of Continuous Service without Cause
(other than as a result of death or Disability) or by the Participant for any reason; and
(iv) the date of the Participant’s termination of Continuous Service for Cause.
For purposes of this Agreement:
“Cause” shall mean (i) the Participant’s continued failure substantially to perform the material duties of his office (other than
as a result of total or partial incapacity due to physical or mental illness), (ii) the embezzlement or theft by the Participant of the Company’s
property, (iii) the commission of any act or acts on the Participant’
s part resulting in the conviction of such Participant of a felony under the laws
of the United States or any state, (iv) the Participant’s willful malfeasance or willful misconduct in connection with the Participant’
s duties to the
Company (or any Affiliate) or any other act or omission which is materially injurious to the financial condition or business reputation of the
Company or any of its Affiliates, or (v) a material breach by the Participant of the material terms of his employment agreement or any non-
compete, non-solicitation or confidentiality provisions to which the Participant is subject. However, no termination shall be deemed for Cause
under clause (i), (iv) or (v) unless the Participant is first given written notice by the Company or an Affiliate of the specific acts or omissions
which the Company deems constitute grounds for a termination for Cause and is provided with at least 30 days after such notice to cure the
specified deficiency.
(b) Method of Exercise.
(i) Subject to Section 3(a), the Vested Portion of the Option may be exercised by delivering to the Company at
its principal office or its designee written notice of intent to so exercise; provided that , the Option may be exercised with
respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall
be accompanied by payment in full of the Option Price. The Option Price for the Shares as to which the Option is exercised
shall be paid to the Company, at the election of the Participant, (i) in cash or by check or (ii) if there should be a public market
for the Shares at such time, (A) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being
purchased and satisfying such other requirements as may be imposed by the Committee; provided , that if such Shares were
acquired, directly or indirectly, from the Company, such Shares have been held by the Participant for no less than six months
(or such other period as established from time to time by the Committee or generally accepted accounting principles in order to
avoid variable grant date accounting for financial accounting purposes), (B) partly in cash and partly in such Shares or
(C) subject to such rules as may be established by the Committee, through the delivery of irrevocable instruments to a broker
to sell all or a portion of such Shares and deliver promptly
3