Seagate 2008 Annual Report Download - page 177

equal to the lesser of two million five hundred thousand (2,500,000) shares or one-half of one percent (0.5%) of the outstanding shares
on the last day of the immediately preceding fiscal year, or such lesser number of shares as is determined by the Board.(1) The
maximum number of shares that may be granted collectively to all Participants within any given Purchase Period is two and one-half
million (2,500,000) shares; provided, however, that unless and until the Board determines otherwise, with respect to Purchase Periods
commencing on or after August 1, 2009, the maximum number of shares that may be granted collectively to all Participants within any
given Purchase Period shall be one and one-half million (1,500,000) shares. If, on a given Purchase Date, the number of shares with
respect to which options are to be exercised exceeds either maximum, the Corporation shall make pro rata allocation of the shares
remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable. In no event
shall the total number of shares issued under the Plan exceed seventy-five million (75,000,000) shares.
8. OFFERING
8.1 On the Offering Date of each Offering Period, each eligible Employee, whether or not such Employee has elected to
participate as provided in Section 5.1, shall be granted an option to purchase that number of whole shares of Common Stock, not to
exceed one thousand (1,000) shares (or such other number of shares as determined by the Committee) , which may be purchased with
the payroll deductions accumulated on behalf of such Employee during each Purchase Period at the purchase price specified in Section
8.2 below, subject to the additional limitation that no Employee participating in the Section 423 Plan shall be granted an option to
purchase Common Stock under the Plan if such option would permit his or her rights to purchase stock under all employee stock
purchase plans (described in Section 423 of the Code) of the Corporation and its Subsidiaries to accrue at a rate which exceeds U.S.
twenty-five thousand dollars (U.S. $25,000) of the Fair Market Value of such Common Stock (determined at the time such option is
granted) for each calendar year in which such option is outstanding at any time. For purposes of the Plan, an option is “granted” on a
Participant’s Offering Date. An option will expire upon the earlier to occur of (i) the termination of a Participant’s participation in the
Plan or such Offering Period (ii) the grant of an option to such Participant on a subsequent Offering Date; or (iii) the termination of the
Offering Period. This Section 8.1 shall be interpreted so as to comply with Code Section 423(b)(8).
8.2 The Purchase Price under each option shall be with respect to a Purchase Period the lower of (i) a percentage (not less than
eighty-five percent (85%)) established by the Committee (“Designated Percentage”) of the Offering Price, or (ii) the Designated
Percentage of the Fair Market Value of a share of Common Stock on the Purchase Date on which the Common Stock is purchased;
provided
(1) Under this provision, effective for fiscal years commencing on or after fiscal year 2003, the Board has determined that no shares will be
added pursuant to the Annual Increase until further affirmative action is taken by the Board in the future.
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that the Purchase Price may be adjusted by the Committee pursuant to Sections 11 or 12 in accordance with Section 424(a) of the Code.
The Committee may change the Designated Percentage with respect to any future Offering Period, but not to below eighty-five percent
(85%), and the Committee may determine with respect to any prospective Offering Period that the option price shall be the Designated
Percentage of the Fair Market Value of a share of the Common Stock on the Purchase Date.
9. PURCHASE OF STOCK
Unless a Participant withdraws from the Plan as provided in Section 5.3 or except as provided in Sections 12 or 14.2, upon the
expiration of each Purchase Period, a Participant’s option shall be exercised automatically for the purchase of that number of whole
shares of Common Stock which the accumulated payroll deductions credited to the Participant’s account at that time shall purchase at
the applicable price specified in Section 8.2. Notwithstanding the foregoing, the Corporation or its designee may make such provisions
and take such action as it deems necessary or appropriate for the withholding of taxes and/or social insurance which the Corporation or
its Designated Subsidiary is required by Applicable Law. Each Participant, however, shall be responsible for payment of all individual
tax liabilities arising under the Plan. The shares of Common Stock purchased upon exercise of an option hereunder shall be considered
for tax purposes to be sold to the Participant on the Purchase Date. During his or her lifetime, a Participant’s option to purchase shares
of Common Stock hereunder is exercisable only by him or her.
10. PAYMENT AND DELIVERY
As soon as practicable after the exercise of an option, the Corporation shall deliver to the Participant a record of the Common Stock
purchased and the balance of any amount of payroll deductions credited to the Participant’
s account not used for the purchase, except as
specified below. The Committee may permit or require that shares be deposited directly with a broker designated by the Committee or
to a designated agent of the Corporation, and the Committee may utilize electronic or automated methods of share transfer. The
Committee may require that shares be retained with such broker or agent for a designated period of time and/or may establish other
procedures to permit tracking of disqualifying dispositions of such shares. The Corporation shall retain the amount of payroll
deductions used to purchase Common Stock as full payment for the Common Stock and the Common Stock shall then be fully paid and
non-assessable. No Participant shall have any voting, dividend, or other Shareowner rights with respect to shares subject to any option
granted under the Plan until the shares subject to the option have been purchased and delivered to the Participant as provided in this
Section 10. The Committee may in its discretion direct the Corporation to retain in a Participant’s account for the subsequent Purchase
Period or Offering Period any payroll deductions which are not sufficient to purchase a whole share of Common Stock or return such