Seagate 2008 Annual Report Download - page 181

the Plan, to make factual determinations relevant to Plan entitlements and to take all action in connection with administration of the
Plan as it deems necessary or advisable, consistent with the delegation from the Board or the Compensation Committee of the Board.
Decisions of the Board or the Compensation Committee of the Board and the Committee shall be final and binding upon all
participants. Any decision reduced to writing and signed by a majority of the members of the Committee shall be fully effective as if it
had been made at a meeting of the Committee duly held. The Corporation shall pay all expenses incurred in the administration of the
Plan.
15.2 In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the
Corporation, members of the Board and of the Committee shall be indemnified by the Corporation against all reasonable expenses,
including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or
in connection with the Plan, or any right granted under the Plan, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the Corporation) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that
such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days
after the institution of such action, suit or proceeding, such person shall offer to the Corporation, in writing, the opportunity at its own
expense to handle and defend the same.
16. COMMITTEE RULES FOR FOREIGN JURISDICTIONS
The Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific
requirements of local laws and procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to
adopt rules and procedures regarding handling of payroll deductions or other contributions by Participants, payment of interest,
conversion of local currency, payroll tax, withholding procedures and handling of stock certificates which vary with local requirements;
however, if such varying provisions are not in accordance with the provisions of Section 423(b) of the Code, including but not limited
to the requirement of Section 423(b)(5) of the Code that all options granted under the Plan shall have the same rights and privileges
unless otherwise provided under the Code and the regulations promulgated thereunder, then the individuals affected by such varying
provisions shall be deemed to be participating under a sub-plan and not the Plan. The Committee may also adopt sub-plans applicable
to particular Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Code section 423. The rules of such
sub-plans may take precedence over other provisions of this Plan, with the exception of Section 7, but unless otherwise
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