Seagate 2012 Annual Report Download - page 183

Schedule would result in the vesting of a fraction of a Share, such fraction shall be rounded down to the nearest whole Share.
(m) Payment . By cash or check or other method of payment permitted under Section 4(d) of the Agreement.
3. Vesting .
(a) Subject to Sections 3(b), 3(c) and 3(d) below, the Option shall vest and become exercisable in accordance with the
Vesting Schedule set forth in Section 2 above. The portion of the Option which has become vested and exercisable as described in this Section 3
is hereinafter referred to as the “Vested Portion.”
(b) In the event of the Participant’s termination of Continuous Service on account of the Participant’
s death, the Participant
shall be deemed to have completed an additional year of service for purposes of determining the portion of the Option which is the Vested
Portion.
(c) Subject to the terms of the Seagate Technology Executive Severance and Change in Control Plan, as amended from
time to time, or other similar plan (the “Severance Plan”), in the event of Participant’s termination of Continuous Service for any reason, the
Option shall, to the extent not then vested, be canceled by the Company without consideration, as further described in Section 7(n) below. The
Vested Portion of the Option which is vested as of the date of such termination (after giving effect to the terms of the Severance Plan or
Section 3(b) above, if applicable) shall remain exercisable for the period set forth in Section 4(b) below.
(d) The Committee may, in its sole discretion, suspend vesting of the Option if the Participant is on a leave of absence.
4. Exercise of Option .
(a) Eligibility to Exercise Option . During the Participant’s lifetime, only the Participant may exercise the Option. Should
the Participant die while holding the Option, the Vested Portion of the Option shall remain exercisable by the Participant’s executor or
administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or the laws of descent and
distribution, as the case may be, for the period set forth in Section 4(b) below. Any heir or legatee of the Participant shall take rights herein
granted subject to the terms and conditions hereof.
(b) Period of Exercise . Subject to the provisions of the Plan and this Agreement, including the provision set forth in
Section 7(n) below, the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of:
(i) the “Expiration Date” set forth in Section 2 above;
(ii) three (3) months following the date of the Participant’s termination of Continuous Service for any reason
(other than as a result of death or Disability or for Cause); provided, however, that if termination of the Participant’s
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