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Executive Compensation Plan Agreement > Seagate Technology (the "Company") Non-Management Board Member Compensation as amended by the Board of Directors on January 29, 2009, with an effective date of January 29, 2009
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EXHIBIT 10.12
Seagate Technology (the
“Company”)
Non-Management Board Member
Compensation
as amended by the Board of
Directors on January 29, 2009,
with an effective date of
January 29, 2009
Director Stock
Grants
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Each newly appointed or elected
non-management director will receive an initial stock option grant
to purchase 55,000 shares with an exercise price equal to fair
market value as of the date of the grant, plus an initial grant of
15,000 restricted shares. The grant date for these awards shall be
the date of the director’s election or appointment. The fair
market value per common share shall be determined under the terms
of the Seagate Technology 2004 Stock Compensation Plan. Each
restricted share grant will carry a four-year vesting schedule
(measured from the vesting measurement date for the calendar year
in which the grant is made), 25% cliff per year on each anniversary
of the vesting measurement date. Each stock option grant will carry
a four-year vesting schedule (measured from the vesting measurement
date for the calendar year in which the grant is made), vesting as
to 25% of the shares on the first anniversary of the vesting
measurement date, with monthly vesting thereafter for the remaining
shares to complete vesting in the subsequent three years. For
non-incumbent director nominees, the vesting measurement date shall
be either the grant date or an earlier date in the same calendar
month as the grant date based on the anticipated schedule of the
Annual General Meeting of Shareholders (the “AGM”) for
the next four years following the grant date and intended to occur
shortly before the AGM. (Until the time that the vesting
measurement date is adjusted either by the Board of Directors or
the Compensation Committee, the vesting measurement date for all
such grants to non-incumbent director nominees will be
October 15 of the year in which the grant occurs.) For
appointed directors, the vesting measurement date shall be the date
of commencement of Board service, which shall generally be the date
of the Board meeting at which the director is appointed. However,
if the new director was, prior to commencement of Board service, an
officer or member of the board of directors of
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