-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NG9L2u4V5Dk3n+3iRVegNmsaqP7EzINchejlVAj/RYwtERrpJ5QlIz6URiXApt7x tPPkM8yyAksnjzHI6cMTBw== 0000912057-96-001402.txt : 19960206 0000912057-96-001402.hdr.sgml : 19960206 ACCESSION NUMBER: 0000912057-96-001402 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19960205 EFFECTIVENESS DATE: 19960224 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEAGATE TECHNOLOGY INC CENTRAL INDEX KEY: 0000354952 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 942612933 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00697 FILM NUMBER: 96511245 BUSINESS ADDRESS: STREET 1: 920 DISC DR CITY: SCOTTS VALLEY STATE: CA ZIP: 95066 BUSINESS PHONE: 4084386550 S-8 1 S-8 As filed with the Securities and Exchange Commission on February 5, 1996 Registration No. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEAGATE TECHNOLOGY, INC. (Exact name of Registrant as specified in its charter) Delaware 94-2612933 ------------------------ ------------------------------------ (State of incorporation) (I.R.S. Employer Identification No.) 920 Disc Drive Scotts Valley, California 95066 (Address, including zip code, of Registrant's principal executive offices) CONNER PERIPHERALS, INC. 1986 INCENTIVE STOCK PLAN CONNER PERIPHERALS, INC. 1995 DIRECTOR STOCK PLAN AMENDED AND RESTATED ARCHIVE CORPORATION STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN - 1981 AMENDED AND RESTATED ARCHIVE CORPORATION INCENTIVE STOCK OPTION PLAN - 1981 SEAGATE EXECUTIVE STOCK PLAN (Full titles of the plans) DONALD L. WAITE Executive Vice President, Chief Administrative Officer and Chief Financial Officer SEAGATE TECHNOLOGY, INC. 920 Disc Drive Scotts Valley, California 95066 (408) 438-6550 (Name, address, and telephone number, including area code, of agent for service) COPIES TO: CHRIS F. FENNELL, ESQ. Wilson, Sonsini, Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94306 (415) 493-9300 CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION BE REGISTERED REGISTERED PER SHARE PRICE FEE - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value. . . 3,850,000 shares $58.50 $225,225,000 $77,664 - ---------------------------------------------------------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee based upon the average of the high and low prices of the Common Stock as reported by the New York Stock Exchange on February 1, 1996. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. There are hereby incorporated by reference the following documents and information heretofore filed with the Securities and Exchange Commission: ITEM 3(a). The Annual Report of Registrant on Form 10-K for the fiscal year ended June 30, 1995 filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ITEM 3(b). All other reports filed by Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above. ITEM 3(c). The description of Registrant's Common Stock which is contained in Registrant's Registration Statement on Form 8-A/A dated December 2, 1994, filed pursuant to Section 12 of the Exchange Act (File No. 1-10639) and any amendment or report filed for the purpose of updating such description. All documents, reports and definitive proxy or information statements subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. II-1 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of Delaware General Corporation Law authorizes a court to award, or a corporation's Board of Directors to grant, indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Securities Act"). Further, in accordance with the Delaware General Corporation Law, Registrant's Restated Certificate of Incorporation eliminates the liability of a director to Registrant or its stockholders for monetary damages for breaches of his or her fiduciary duty as a director, provided that such liability does not arise from certain prescribed conduct (including intentional misconduct and breach of the duty of loyalty). Registrant's bylaws provide for indemnification of certain officers, directors, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, including under circumstances in which indemnification may otherwise be discretionary under Delaware law. In addition, Registrant has entered into indemnification agreements with its officers and directors by which Registrant provides such persons with further indemnification to the maximum extent permitted by the Delaware General Corporation Law which may require Registrant, among other things, to indemnify them against certain liabilities that may arise by reason of their status as directors or officers (other than liabilities arising from willful misconduct of a culpable nature), and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. II-2 ITEM 8. EXHIBITS. Exhibit Number Document ------- -------- 4.1 Conner Peripherals, Inc. 1986 Incentive Stock Plan. 4.2 Conner Peripherals, Inc. 1995 Director Stock Plan. 4.3 Amended and Restated Archive Corporation Stock Option and Restricted Stock Purchase Plan - 1981. 4.4 Amended and Restated Archive Corporation Incentive Stock Option Plan - 1981. 4.5 Seagate Executive Stock Plan 5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-5). - --------------- ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 (3) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Registrant pursuant to the Delaware General Corporation Law, the Certificate of Incorporation or the Bylaws of Registrant, Indemnification Agreements entered into between Registrant and its officers and directors, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Seagate Technology, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scotts Valley, State of California, on this 5th day of February, 1996. SEAGATE TECHNOLOGY, INC. By: /S/ ALAN F. SHUGART -------------------------------------- Alan F. Shugart President, Chief Executive Officer and Chairman of the Board of Directors POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature appears below constitutes and appoints, jointly and severally, Alan F. Shugart and Donald L. Waite his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. II-5 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE - ----------------------- ----------------------------- ---------------- /S/ ALAN F. SHUGART President, Chief Executive February 5, 1996 - ----------------------- Officer and Chairman of the (Alan F. Shugart) Board of Directors (Principal Executive Officer) /S/ DONALD L. WAITE Executive Vice President, February 5, 1996 - ----------------------- Chief Administrative Officer (Donald L. Waite) and Chief Financial Officer (Principal Financial and Accounting Officer) /S/ GARY B. FILLER Director February 5, 1996 - ----------------------- (Gary B. Filler) - ----------------------- Director (Robert A. Kleist) /S/ KENNETH E. HAUGHTON Director February 5, 1996 - ----------------------- (Kenneth E. Haughton) /S/ LAWRENCE PERLMAN Director February 5, 1996 - ----------------------- (Lawrence Perlman) /S/ THOMAS P. STAFFORD Director February 5, 1996 - ----------------------- (Thomas P. Stafford) /S/ LAUREL L. WILKENING Director February 5, 1996 - ----------------------- (Laurel L. Wilkening) II-6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ EXHIBITS ___________________________________ Registration Statement on Form S-8 Seagate Technology, Inc. February 5, 1996 INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBIT - ------- ------- 4.1 Conner Peripherals, Inc. 1986 Incentive Stock Plan.. . . . . . . 4.2 Conner Peripherals, Inc. 1995 Director Stock Plan. . . . . . . . 4.3 Amended and Restated Archive Corporation Stock Option and Restricted Stock Purchase Plan - 1981. . . . . . . . . . . . . . 4.4 Amended and Restated Archive Corporation Incentive Stock Option Plan - 1981. . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5 Seagate Executive Stock Plan . . . . . . . . . . . . . . . . . . 5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . . 23.1 Consent of Independent Auditors. . . . . . . . . . . . . . . . . 23.2 Consent of Counsel (contained in Exhibit 5.1). . . . . . . . . . 24.1 Power of Attorney (see page II-5). . . . . . . . . . . . . . . . EX-4.1 2 EXHIBIT 4.1 EXHIBIT 4.1 SEAGATE TECHNOLOGY, INC. CONNER PERIPHERALS, INC. 1986 INCENTIVE STOCK PLAN AS AMENDED THROUGH JANUARY 1996 1. PURPOSES OF THE PLAN. The purposes of this Incentive Stock Plan (the "Plan") are (a) to ensure the retention of the services of existing executive personnel, employees and non-employee directors of Conner Peripherals, Inc. ("Conner"), a Delaware corporation and wholly-owned subsidiary of Seagate Technology, Inc. ("Seagate"), a Delaware corporation, or any Parent or Subsidiary (as defined below) of Seagate; (b) to attract and retain the best available personnel for positions of substantial responsibility; (c) to provide additional incentive to the Employees and Consultants of the Company; and (d) to promote the success of the Company's business. Pursuant to that certain Agreement and Plan of Reorganization dated as of October 3, 1995 (the "Reorganization Agreement"), by and among Seagate, Conner and Athena Acquisition Corporation ("Athena"), a Delaware corporation and wholly-owned subsidiary of Seagate, Seagate assumed the obligations of Conner under the Plan, as amended (the "Assumed Plan"). This Plan hereby amends and restates the Assumed Plan to reflect such assumption by Seagate. Options granted hereunder may be either "incentive stock options", as defined in Section 422 of the Internal Revenue Code of 1986, as amended, or "nonstatutory stock options," at the discretion of the Board and as reflected in the terms of the written option agreement. The Board also has the discretion to grant Stock Purchase Rights hereunder. 2. DEFINITIONS. As used herein, the following definitions shall apply: (a) "BOARD" shall mean the Committee, if one has been appointed, or the Board of Directors of the Company, if no Committee is appointed. (b) "COMMON STOCK" shall mean the Common Stock of Seagate. (c) "COMPANY" shall mean Seagate and each Parent and Subsidiary (as defined below) of Seagate. (d) "COMMITTEE" shall mean the Committee appointed by the Board of Directors in accordance with paragraph (a) of Section 4 of the Plan, if one is appointed. (e) "CONSULTANT" shall mean any person who is engaged by the Company or any Parent or Subsidiary to render consulting services and is compensated for such consulting services, and any director of the Company whether compensated for such services or not; provided that if and in the event the Company registers any class of any equity security pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the term Consultant shall thereafter not include directors who are not compensated for their services or are paid only a director's fee by the Company. (f) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" shall, for the purposes of this Plan and the Options granted and shares issued hereunder only, mean the absence of any interruption or termination of service as an Employee or Consultant. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of sick leave (including leave on account of disability or military leave, provided that such sick leave or military leave is for a period of not more than 90 days, except as may otherwise be approved by the Board and specified in writing by the Company, or any other leave of absence approved by the Board and specified in writing by the Company, subject to any conditions of such approval). In the event that at the end of such leave the Employee or Consultant does not return to work for the Company, his employment or relationship with the Company (and his Continuous Status as an Employee or Consultant) shall be deemed to have terminated as of the end of the leave period. (g) "DIRECTOR" shall mean a member of the Board of Directors of the Company. (h) "DISINTERESTED PERSON" shall have the meaning set forth in Rule 16b-3(d)(3) as promulgated by the Securities and Exchange Commission under the Exchange Act, or any successor definition adopted by the Commission, as such Rule is amended from time to time and as interpreted by the Securities and Exchange Commission. (i) "EMPLOYEE" shall mean any person, including officers and directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a director's fee by the Company shall not be sufficient to constitute "employment" by the Company. (j) "FAIR MARKET VALUE" means, as of any date, unless otherwise determined by the Committee in good faith, (i) the last sales price per share of Common Stock as reported by NASDAQ (or successor system) or by the Wall Street Journal for such date, (or if there is no trading on such date, then on the last preceding business day on which there was trading); (ii) if the Common Stock is listed on any stock exchange, the closing sales price for such Common Stock as quoted on such exchange for the date the Option is granted (or if there are no sales for such date, then on the last preceding business day on which there were sales); or (iii) the fair market value thereof, as determined in any other manner adopted in good faith by the Board. (k) "INCENTIVE STOCK OPTION" shall mean an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. (l) "NONSTATUTORY STOCK OPTION" means any Option that is not an Incentive Stock Option. (m) "OPTION" shall mean a stock option granted pursuant to the Plan. -2- (n) "OPTIONED STOCK" shall mean the Common Stock subject to an Option. (o) "OPTIONEE" shall mean an Employee, Consultant or Outside Director who receives an Option. (p) "PARENT" shall mean a "parent corporation", whether now or hereafter existing, as defined in Section 424(e) of the Internal Revenue Code of 1986, as amended. (q) "PLAN" shall mean this 1986 Incentive Stock Plan. (r) "PURCHASER" shall mean an Employee or Consultant who exercises a Stock Purchase Right. (s) "SHARE" shall mean a share of the Common Stock, as adjusted in accordance with Section 11 of the Plan. (t) "STOCK PURCHASE RIGHT" shall mean a right, other than an Option, to purchase Common Stock pursuant to the Plan. (u) "SUBSIDIARY" shall mean a "subsidiary corporation", whether now or hereafter existing, as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended. 3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of shares which may be optioned and/or sold under the Plan is 8,177,000 or such lesser number of shares of Common Stock as are subject to Options under the Plan on the date the merger of Athena with and into Conner is consummated as contemplated by the Reorganization Agreement. If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. However, any shares sold under the Plan and subsequently repurchased by the Company shall not be available for new issuance pursuant to the Plan. 4. ADMINISTRATION OF THE PLAN. (a) COMMITTEE. The Plan shall be administered by the Board or, if established by the Board, by a committee (the "Committee") consisting of not less than three Disinterested Persons, all of whom shall be appointed by the Board. Committee members shall serve for such term as the Board may in each case determine, and shall be subject to removal at any time by the Board. Vacancies on the Committee, however caused, shall be filled by the Board. The Committee shall select one of its members as chairman, and shall hold meetings at such times and places as it may determine. A majority of the Committee shall constitute a quorum, and acts of the Committee -3- approved at a meeting at which a quorum is present, or acts approved in writing by all of the members of the Committee, shall be valid acts of the Committee. Awards to officers of the Company and annual awards shall be made upon approval by the Board or, if the Committee is given general authority to do so by the Board, upon approval by the Committee without review by the Board. The Board or the Committee may delegate to the president or to the president's delegatee the authority to grant awards other than awards to officers and annual awards. Awards to any Director must be recommended or approved by the Committee, if any, or if there is no Committee, by the Board, provided that a majority of the Board and a majority of the Directors approving such grant are eligible to serve as members of the Committee. No discretion concerning the administration of the Plan shall be afforded to any person who is not a Disinterested Person. (b) AUTHORITY. Subject to the general purposes, terms, and conditions of the Plan, and to the direction of the Board, the Committee, if there be one, shall have full power to implement and carry out the Plan including, but not limited to, the following: (i) to select the officers, consultants and other key employees of the Company and its Subsidiaries to whom Options and/or Stock Purchase Rights may from time to time be granted hereunder; (ii) to determine whether and to what extent Options and/or Stock Purchase Rights, or any combination thereof, are granted hereunder; (iii) to determine the number of shares of Common Stock to be covered by each such award granted hereunder; (iv) to approve forms of agreement for use under the Plan; (v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but not limited to, the share price and any restriction or limitation, or any vesting acceleration or waiver of forfeiture restrictions regarding any Option or other award and/or the shares of Common Stock relating thereto, based in each case on such factors as the Committee shall determine, in its sole discretion); (vi) to accelerate the earliest date on which outstanding Options (or any installments thereof) are exercisable and, may, in its discretion, provide that otherwise unvested options shall vest automatically upon termination of an optionee's employment with the Company; (vii) to determine whether, to what extent and under what circumstances Common Stock and other amounts payable with respect to an award under this Plan shall be deferred either automatically or at the election of the participant (including providing for and determining the amount (if any) of any deemed earnings on any deferred amount during any deferral period); -4- (viii) to reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date the Option was granted; and (ix) to determine the terms applicable to Stock Purchase Rights. The Committee shall have the authority to construe and interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. 5. ELIGIBILITY. (a) Options may be granted only to Employees and Consultants. Incentive Stock Options may be granted only to Employees. Stock Purchase Rights may be granted only to Employees and Consultants. An Employee or Consultant who has been granted an Option or Stock Purchase Right may, if he is otherwise eligible, be granted an additional Option(s) or Stock Purchase Right(s). (b) No Incentive Stock Option may be granted to an Employee which, when aggregated with all other incentive stock options granted to such Employee by the Company or any Parent or Subsidiary, would result in Shares having an aggregate fair market value (determined for each Share as of the date of grant of the Option covering such Share) in excess of $100,000 becoming first available for purchase upon exercise of one or more incentive stock options during any calendar year. (c) Section 5(b) of the Plan shall apply only to an Incentive Stock Option evidenced by an "Incentive Stock Option Agreement" which sets forth the intention of the Company and the Optionee that such Option shall qualify as an incentive stock option. Section 5(b) of the Plan shall not apply to any Option evidenced by a "Nonstatutory Stock Option Agreement" which sets forth the intention of the Company and the Optionee that such Option shall be a nonstatutory stock option. (d) The Plan shall not confer upon any Optionee any right with respect to continuation of employment, consulting relationship or directorship with the Company, nor shall it interfere in any way with his right or the Company's right to terminate his employment, consulting relationship or directorship at any time. 6. TERM OF PLAN. The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the stockholders of the Company as described in Section 17 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 13 of the Plan. 7. EXERCISE PRICE AND CONSIDERATION. -5- (a) With respect to Options and Stock Purchase Rights granted to Employees and Consultants, the per Share exercise price for the Shares to be issued pursuant to exercise of an Option or Stock Purchase Right shall be such price as is determined by the Board, but shall be subject to the following: (i) In the case of any Option, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant. (ii) In the case of any Stock Purchase Right, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant. (iii) In the case of any Option granted to any person who, at the time of the grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. (iv) In the case of any Option or Stock Purchase Right granted on or after the effective date of registration of any class of equity security of the Company pursuant to Section 12 of the Exchange Act and prior to six months after the termination of such registration, the per Share exercise price shall be no less than 100% of the fair market value per Share on the date of grant. (b) The consideration to be paid for the Shares to be issued upon exercise of an Option or Stock Purchase Right, including the method of payment, shall be determined by the Board and may consist entirely of cash, check, promissory note, other shares of Common Stock having a fair market value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option or Stock Purchase Right shall be exercised, or any combination of such methods of payment, or such other consideration and method of payment for the issuance of Shares to the extent permitted under Delaware General Corporation Law with respect to shares issuable under the Plan. In making its determination as to the type of consideration to accept, the Board shall consider if acceptance of such consideration may be reasonably expected to benefit the Company, in accordance with Delaware General Corporation Law. 8. OPTIONS. (a) TERM OF OPTION. The term of each Incentive Stock Option shall be ten (10) years from the date of grant thereof or such shorter term as may be provided in the Stock Option Agreement. The term of each Option that is not an Incentive Stock Option shall be ten (10) years and one (1) day from the date of grant thereof or such shorter term as may be provided in the Stock Option Agreement. However, in the case of an Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, (a) if the Option is an Incentive Stock Option, the term of the Option shall be five (5) years from the date of grant thereof or such shorter -6- time as may be provided in the Stock Option Agreement, or (b) if the Option is not an Incentive Stock Option, the term of the Option shall be five (5) years and one (1) day from the date of grant thereof or such shorter term as may be provided in the Stock Option Agreement. (b) EXERCISE OF OPTION. (i) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option granted hereunder shall be exercisable and shall vest at such times and under such conditions as determined by the Board, including performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan; provided, however, that an Incentive Stock Option granted prior to January 1, 1987 shall not be exercisable while there is outstanding any incentive stock option which was granted, before the granting of such Incentive Stock Option, to the same Optionee to purchase stock of the Company, any Parent or Subsidiary, or any predecessor corporation of such corporations. For purposes of this provision, an incentive stock option shall be treated as outstanding until such option is exercised in full or expires by reason of lapse of time. An Option may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Board, consist of any consideration and method of payment allowable under Section 7(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 11 of the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter shall be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. Any Shares issued and sold pursuant to the Plan and repurchased by the Company shall not be available for reissuance under the Plan. (ii) TERMINATION OF STATUS AS AN EMPLOYEE OR CONSULTANT. If an Optionee's Continuous Status as an Employee or Consultant terminates, other than by reason of death or disability, the Optionee may, but only within one (1) month (or such other period of time not exceeding three (3) months as is determined by the Board and is specified in writing by the Company) after the date he ceases to be an Employee or Consultant (as the case may be) of the Company (but in no event later than ten years from the date of grant of the Option), exercise his Option to the extent that (A) the Option was vested and (B) he was entitled to exercise it, at the date of such termination. To the extent that the Option was not vested or he was not entitled to exercise the Option, at the date -7- of such termination, or if he does not exercise such Option within the time specified herein, the Option shall terminate. (iii) DISABILITY. Notwithstanding the provisions of Section 8(b)(ii) above, in the event of termination of Continuous Status as an Employee or Consultant as a result of an Optionee's disability (as defined in Section 22(e)(3) of the Internal Revenue Code), the Optionee may, but only within six (6) months (or such other period of time not less then six (6) months nor more than twelve (12) months, as determined by the Board and specified in writing by the Company) from the date of termination (but in no event later than ten years from the date of grant of the Option), exercise his Option to the extent that (A) the Option was vested and (B) the Optionee was entitled to exercise it, at the date of such termination. To the extent that the Option was not vested or the Optionee was not entitled to exercise the Option, at the date of such termination, or if the Optionee does not exercise such Option within the time specified herein, the Option shall terminate. (iv) DEATH OF OPTIONEE. Notwithstanding the provisions of Section 8(b)(ii) above, in the event of the death of an Optionee: (1) If Optionee dies during the term of his Option, where such Optionee is at the time of his death an Employee or Consultant of the Company and such Optionee shall at the date of death shall have been in Continuous Status as an Employee or Consultant since the date of grant of the Option, the Option may be exercised at any time within six (6) months (or such other period of time not less than six (6) months nor more than twelve (12) months as determined by the Board and specified in writing by the Company) following the date of death, (but in no event later than ten years from the date of grant of the Option) by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that would have accrued had the Optionee continued living and remained in Continuous Status as an Employee or Consultant for six (6) months after the date of death; or (2) If Optionee dies within three (3) months after the termination of such Optionee's Continuous Status as an Employee or Consultant, then the Option may be exercised at any time within six (6) months (or such other period of time not less than six (6) months nor more than twelve (12) months as determined by the Board and specified in writing by the Company) following the date of death (but in no event later than ten years from the date of grant of the Option), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Option was vested as of the date of termination. (v) RULE 16b-3. Options granted to persons who are subject to Section 16 of the Exchange Act ("Insiders") must comply with the applicable provisions of Rule 16b-3 and shall contain such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. -8- 9. STOCK PURCHASE RIGHTS. (a) RIGHTS TO PURCHASE. After the Board determines that it will offer an Employee or Consultant the right to purchase Shares under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions relating to the offer, including the number of Shares that such person shall be entitled to purchase, and the time within which such person must accept such offer, which shall in no event exceed nine (9) months from the date upon which the Board made the determination to grant the Stock Purchase Right. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Board. (b) ISSUANCE OF SHARES. Forthwith after payment therefor, the Shares purchased shall be duly issued; provided, however, that the Board may require that the Purchaser make adequate provision for any Federal and State withholding obligations of the Company as a condition to the Purchaser purchasing such Shares. (c) REPURCHASE OPTION. Unless the Board determines otherwise, the Restricted Stock Purchase Agreement shall (i) grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the Purchaser's employment with the Company for any reason (other than death or disability); (ii) set the purchase price for shares repurchased at the original price paid by the Purchaser (plus any interest to be paid pursuant to the Stock Purchase Agreement) which price may be paid by cancellation of any indebtedness of the Purchaser to the Company; and (iii) grant the Company rights of first refusal with respect to any proposed transfer of the Shares, whether they are still subject to repurchase or not. The repurchase option and the right of first refusal shall lapse at such rates as the Board may determine. (d) OTHER PROVISIONS. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Board. (e) RIGHTS AS A STOCKHOLDER. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing the shares as to which a Stock Purchase Right has been exercised, no right to vote or to receive dividends or any other rights as a stockholder shall exist with respect to shares of Common Stock subject to a Stock Purchase Right, notwithstanding the exercise of a Stock Purchase Right. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 11 of the Plan. (f) SHARES AVAILABLE UNDER THE PLAN. Exercise of a Stock Purchase Right in any manner shall result in a decrease in the number of Shares that thereafter shall be available, both for purposes of the Plan and for sale under the Stock Purchase Right, by the number of Shares as to which the Stock Purchase Right is exercised. Shares repurchased by the Company pursuant to Section 9(c) hereof shall not be available for reissuance under the Plan. -9- (g) RULE 16b-3. Stock Purchase Rights granted to Insiders must comply with the applicable provisions of Rule 16b-3 and shall contain such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. 10. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS. Options and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee or holder of a Stock Purchase Right, only by such Optionee or holder of a Stock Purchase Right. 11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) SPLITS, DIVIDENDS, COMBINATIONS, OR RECLASSIFICATIONS. Subject to any required action by the stockholders of Seagate, the number of shares of Common Stock covered by each outstanding Option and Stock Purchase Right, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per share of Common Stock covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by Seagate; provided, however, that conversion of any convertible securities of Seagate shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by Seagate of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option or Stock Purchase Right. (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or liquidation of Seagate, any outstanding Options or Stock Purchase Rights shall terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Option or Stock Purchase Right shall terminate as of a date fixed by the Board, and may give each Optionee the right to exercise his Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. (c) SALE OR MERGER. In the event of a proposed sale of all or substantially all of the assets of Seagate, or the merger of Seagate with or into another corporation, Options and Stock Purchase Rights shall be assumed or an equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation. In the event such -10- successor corporation does not agree to assume the Option or Stock Purchase Right or substitute any equivalent Option or Stock Purchase Right, the Board shall in lieu of such assumption or substitution, provide that the Optionee or holder of a Stock Purchase Right shall have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock or stock subject to the Stock Purchase Right, including Shares as to which the Option or Stock Purchase Right would not otherwise be exercisable. If the Board makes an Option or Stock Purchase Right fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify the Optionee or holder of a Stock Purchase Right that the Option or Stock Purchase Right shall be fully exercisable for a period of thirty (30) days from the date of such notice, and the Option or Stock Purchase Right will terminate upon the expiration of such period. 12. TIME OF GRANTING OPTIONS OR STOCK PURCHASE RIGHTS. The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the Board makes the determination granting such Option or Stock Purchase Right. Notice of the determination shall be given to each Employee or Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant. 13. AMENDMENT AND TERMINATION OF THE PLAN. (a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter, suspend, or discontinue the Plan, but no amendment, alteration, suspension, or discontinuation shall be made which would impair the rights of any Optionee under any grant theretofore made, without his or her consent. In addition, to the extent necessary and desirable to comply with Rule 16b-3 under the Exchange Act or with Section 422A of the Code (or any other applicable law or regulation), the Company shall obtain stockholder approval of the Plan amendment in such a manner and to such a degree as required. (b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or termination of the Plan shall not affect Options or Stock Purchase Rights already granted and such Options and Stock Purchase Rights shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Board and the Optionee, Purchaser or holder of a Stock Purchase Right, which agreement must be in writing and signed by the Company and the Optionee, Purchaser or holder of the Stock Purchase Right. 14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant to the exercise of an Option or Stock Purchase Right unless the exercise of such Option or Stock Purchase Right and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder, the Exchange Act and the rules and regulations promulgated thereunder, any rule under Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as promulgated by the Federal Reserve Board, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. -11- As a condition to the exercise of an Option or Stock Purchase Right, the Company may require the person exercising such Option or Stock Purchase Right to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. 15. RESERVATION OF SHARES; COMPLIANCE WITH LAW. (a) The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. (b) Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 16. OPTION AND STOCK PURCHASE AGREEMENTS. Options shall be evidenced by written option agreements in such form as the Board shall approve. Upon the exercise of Stock Purchase Rights, a Purchaser shall execute a Restricted Stock Purchase Agreement in such form as the Board of Directors shall approve. 17. STOCKHOLDER APPROVAL. (a) Continuance of the Plan shall, if required by applicable law, be subject to approval by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted. Continuance of the stock bonus provisions of the Plan does not require stockholder approval. If such stockholder approval is obtained at a duly held stockholders' meeting, it must be obtained by the affirmative vote of the holders of a majority of the outstanding shares of the Company, or if such stockholder approval is obtained by written consent, it must be obtained by the unanimous written consent of all stockholders of the Company; provided, however, that approval at a meeting or by written consent may be obtained by a lesser degree of stockholder approval if the Board determines, in its discretion after consultation with the Company's legal counsel, that such a lesser degree of stockholder approval will comply with all applicable laws and will not adversely affect the qualification of Options granted under the Plan under Section 422A of the Code. (b) If and in the event that the Company registers any class of equity securities pursuant to Section 12 of the Exchange Act, any required approval of the stockholders of the Company obtained after such registration shall be solicited substantially in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) If any required approval by the stockholders of the Plan itself or of any amendment thereto is solicited at any time otherwise than in the manner described in Section 17(b) hereof, then the Company shall, at or prior to the first annual meeting of stockholders held subsequent -12- to the later of (1) the first registration of any class of equity securities of the Company under Section 12 of the Exchange Act or (2) the granting of an Option hereunder to an officer or director after such registration, do the following: (i) furnish in writing to the holders entitled to vote for the Plan substantially the same information which would be required (if proxies to be voted with respect to approval or disapproval of the Plan or amendment were then being solicited) by the rules and regulations in effect under Section 14(a) of the Exchange Act at the time such information is furnished; and (ii) file with, or mail for filing to, the Securities and Exchange Commission four copies of the written information referred to in subsection (i) hereof not later than the date on which such information is first sent or given to stockholders. 18. INFORMATION TO OPTIONEES AND HOLDERS OF STOCK PURCHASE RIGHTS. The Company shall provide to each Optionee and each Holder of a Stock Purchase Right, during the period for which such person has one or more Options or Stock Purchase Rights outstanding, copies of all annual reports and other information provided to all Stockholders of the Company. The Company shall not be required to provide such information if the issuance of Options and grant of Stock Purchase Rights under the Plan is limited to key employees whose duties to the Company assure their access to equivalent information. -13- EX-4.2 3 EXHIBIT 4.2 EXHIBIT 4.2 SEAGATE TECHNOLOGY, INC. CONNER PERIPHERALS, INC. 1995 DIRECTOR STOCK PLAN 1. ASSUMPTION OF THE PLAN. Pursuant to that certain Agreement and Plan of Reorganization dated as of October 3, 1995 (the "Reorganization Agreement"), by and among Seagate Technology, Inc. ("Seagate"), a Delaware corporation, Conner Peripherals, Inc. ("Conner"), a Delaware corporation and wholly-owned subsidiary of Seagate, and Athena Acquisition Corporation ("Athena"), a Delaware corporation and wholly-owned subsidiary of Seagate, Seagate assumed the obligations of Conner under the Conner Peripherals, Inc. - 1995 Director Stock Plan (the "Assumed Plan"). This Plan hereby amends and restates the Assumed Plan to reflect such assumption by Seagate. Following consummation of the merger of Athena with and into Conner, no new awards shall be granted hereunder. 2. DEFINITIONS. As used herein, the following definitions shall apply: (a) "BOARD" means the Board of Directors of the Company. (b) "CODE" means the Internal Revenue Code of 1986, as amended. (c) "COMMON STOCK" means the Common Stock of Seagate. (d) "COMPANY" means Conner. (e) "CONTINUOUS STATUS AS A DIRECTOR" means the absence of any interruption or termination of service as a Director. (f) "DIRECTOR" means a member of the Board. (g) "EMPLOYEE" means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a Director's fee by the Company shall not be sufficient in and of itself to constitute "employment" by the Company. (h) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. (i) "FAIR MARKET VALUE" means, as of any date, the value of Common Stock determined as follows: (i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market of the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, the Fair Market Value of a Share shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the date of grant, as reported in THE WALL STREET JOURNAL or such other source as the Board deems reliable; (ii) If the Common Stock is quoted on the NASDAQ System (but not on the National Market thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in THE WALL STREET JOURNAL or such other source as the Board deems reliable, or; (iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board. (j) "OPTION" means a stock option granted pursuant to the Plan. (k) "OPTIONED STOCK" means the Common Stock subject to an Option. (l) "OPTIONEE" means an Outside Director who receives an Option. (m) "OUTSIDE DIRECTOR" means a Director who is not an Employee. (n) "PARENT" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code. (o) "PLAN" means this 1995 Director Stock Plan. (p) "PURCHASER" means an Outside Director who purchases Restricted Stock. (q) "RESTRICTED STOCK" means Shares granted to and purchased by Outside Directors in accordance with Section 5(c) of the Plan. (r) "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as interpreted by the Securities and Exchange Commission. (s) "SHARE" means a share of the Common Stock, as adjusted in accordance with Section 11 of the Plan. (t) "SUBSIDIARY" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code. 3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of Shares which may be sold under the Plan is 132,600 or such lesser number of Shares of Common Stock as are subject to Options under the Plan on the date the merger of -2- Athena with and into Conner is consummated as contemplated by the Reorganization Agreement (the "Pool"). The Shares may be authorized, but unissued, or reacquired Common Stock. If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). If Shares are forfeited to the Company pursuant to a Restricted Stock agreement, such Shares shall be returned to the Plan and shall become available for reissuance under the Plan, unless the Plan shall have been terminated. However, such Shares shall not return to the Plan if the persons to whom they were originally issued receive the benefits of ownership of such Shares (other than voting), as such concept is interpreted from time to time by the Securities and Exchange Commission in the context of Rule 16b-3. 4. ELIGIBILITY. Options and Restricted Stock awards may be granted only to Outside Directors. All Options and Restricted Stock awards shall be automatically granted in accordance with the terms set forth in Section 5 hereof. The Plan shall not confer upon any Optionee or Purchaser any right with respect to continuation of service as a Director or nomination to serve as a Director, nor shall it interfere in any way with any rights which the Director or the Company may have to terminate his or her directorship at any time. 5. ADMINISTRATION AND GRANTS UNDER THE PLAN. (a) PROCEDURE FOR GRANTS. The provisions set forth in this Section 5 shall not be amended more than once every six months, other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder. All grants of Options and Restricted Stock to Outside Directors under this Plan shall be automatic and nondiscretionary and shall be made strictly in accordance with the following provisions: (b) OPTION GRANTS. (i) No person shall have any discretion to select which Outside Directors shall be granted Options or to determine the number of Shares to be covered by Options granted to Outside Directors; provided, however, that nothing in this Plan shall be construed to prevent an Outside Director from declining to receive an Option under this Plan. (ii) Upon the effective date of this Plan, each person who is then an Outside Director shall be automatically granted an Option to purchase 14,000 Shares (as adjusted in accordance with Section 11). Each Outside Director who first becomes an Outside Director after the effective date of this Plan (other than a person who was previously a Director) shall be automatically granted an Option to purchase 30,000 Shares (as adjusted in accordance with Section 11) on the date on which such person becomes an Outside Director. (iii) On the first day of each fiscal year of the Company occurring after the effective date of this Plan, each Outside Director shall be automatically granted an Option to purchase -3- 10,000 Shares (as adjusted in accordance with Section 11) (a "Subsequent Option"), provided that at the date of grant of each Subsequent Option such person is an Outside Director; and provided further, that sufficient shares are available under the Plan for the grant of such Subsequent Option. (iv) The terms of an Option granted hereunder shall be as follows: (1) the term of the Option shall be five (5) years; (2) the exercise price per share of Common Stock shall be 100% of the Fair Market Value on the date of grant of the Option; (3) Options granted hereunder shall become exercisable in installments cumulatively with respect to 1/36 of the Shares subject to the Option (or 1/36 of the Shares subject to the Option as increased or decreased as provided in Section 11 hereof) on the first day of each month following the date of the grant; (v) Options shall be evidenced by written Option agreements in such form as the Board shall approve. (c) RESTRICTED STOCK AWARDS. (i) No person shall have any discretion to select which Outside Directors shall receive Restricted Stock awards or to determine the number of Shares to be covered by Restricted Stock awarded to Outside Directors; provided, however, that nothing in this Plan shall be construed to prevent an Outside Director from declining to receive a Restricted Stock award under this Plan. (ii) Each Outside Director shall automatically receive a Restricted Stock award of 5,000 Shares of Common Stock (as adjusted in accordance with Section 11) on the later of the effective date of this Plan or the date on which such person first becomes an Outside Director (other than a person who previously was a Director). (iii) On the first day of each fiscal year of the Company occurring after the effective date of this Plan, each Outside Director shall automatically receive a Restricted Stock award of 1,000 Shares (as adjusted in accordance with Section 11) (a "Subsequent Restricted Stock Award"), provided that on the date of grant of each Subsequent Restricted Stock Award such person is an Outside Director; and provided further that sufficient shares are available under the Plan for the grant of such Subsequent Restricted Stock Award. (iv) The terms of a Restricted Stock award granted hereunder shall be as follows: (1) the purchase price shall be $.001 per Share (the par value of the Company's Common Stock); -4- (2) Restricted Stock shall vest as to 33% of the aggregate number of Shares awarded on the first anniversary of the award date, as to an additional 33% of the aggregate number of Shares awarded on the second anniversary of the award date, and as to the remaining 34% of the aggregate number of Shares awarded on the third anniversary of the award date; provided that, if an Outside Director's Continuous Status as a Director terminates as the result of the Director's death or total and permanent disability (as defined in Section 22(c)(3) of the Code), the Director's Restricted Stock shall become fully vested as of the date of death or termination as the result of disability. 6. TERM OF PLAN. The Plan shall become effective upon the later to occur of its adoption by the Board or its approval by the shareholders of the Company as described in Section 16 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 12 of the Plan. 7. FORM OF CONSIDERATION. The consideration to be paid for the Shares to be issued upon exercise of an Option or upon purchase of Restricted Stock, including the method of payment, shall consist of cash or check and, in the case of Options only, (i) other shares which (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (ii) delivery of a properly executed exercise notice together with such other documentation as the Company and the broker, if applicable, shall require to effect an exercise of an Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price, or (iii) any combination of the foregoing methods of payment. 8. EXERCISE OF OPTION. (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option granted hereunder shall be exercisable at such times as are set forth in Section 5(b) hereof. An Option may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may consist of any consideration and method of payment allowable under Section 7 of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. A share certificate for the number of Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 11 of the Plan. -5- Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. (b) RULE 16b-3. Options granted to Outside Directors must comply with the applicable provisions of Rule 16b-3 and shall contain such additional conditions or restrictions as may be required thereunder to qualify Plan transactions, and other transactions by Outside Directors that otherwise could be matched with Plan transactions, for the maximum exemption from Section 16 of the Exchange Act. (c) TERMINATION OF CONTINUOUS STATUS AS A DIRECTOR. In the event an Optionee's Continuous Status as a Director terminates for any reason, including by reason of the Optionee's death or total and permanent disability (as defined in Section 22(e)(3) of the Code), the Optionee (or, in the case of death, the Optionee's estate or the person who acquired the right to exercise the Option) may exercise his or her Option, but only within twelve (12) months following the date of such termination, and only to the extent that the Optionee was entitled to exercise it on the date of such termination (but in no event later than the expiration of its five (5) year term). To the extent that the Optionee was not entitled to exercise an Option on the date of such termination, and to the extent that the Optionee does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate. 9. RESTRICTED STOCK. (a) PROCEDURE FOR PURCHASE. Following an award of Restricted Stock to an Outside Director in accordance with Section 5(c), the Board shall notify the offeree in writing of the terms, conditions and restrictions relating to the offer, and the offeree shall have ninety (90) days within which such person must accept such offer. The offer shall be accepted by execution of a Restricted Stock purchase agreement in such form as the Board shall approve. (b) RIGHTS AS A STOCKHOLDER. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing Restricted Stock, no right to vote or to receive dividends or any other rights as a stockholder shall exist with respect to purchased Shares. A share certificate for the number of shares of Restricted Stock purchased shall be issued to the Purchaser as soon as practicable after purchase of the Restricted Stock. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 11 of the Plan. (c) TERMINATION OF CONTINUOUS STATUS AS A DIRECTOR. In the event a Purchaser's Continuous Status as a Director terminates (other than by reason of the Purchaser's death or total and permanent disability (as defined in Section 22(e)(3) of the Code)), Restricted Stock shall be forfeited by the Purchaser without any consideration therefor. -6- (d) SHARES AVAILABLE UNDER THE PLAN. Except as otherwise provided in Section 3 hereof, a purchase of Restricted Stock as provided hereunder shall result in a decrease in the number of Shares that thereafter shall be available under the Plan, by the number of Shares of Restricted Stock purchased. (e) RULE 16b-3. Restricted Stock awards to Outside Directors must comply with the applicable provisions of Rule 16b-3 and shall contain such additional conditions or restrictions as may be required thereunder to qualify Plan transactions, and other transactions by Outside Directors that could be matched with Plan transactions, for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. 10. NON-TRANSFERABILITY OF OPTIONS AND RESTRICTED STOCK AWARDS. Options and Restricted Stock awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. Options may be exercised, during the lifetime of the Optionee, only by the Optionee. 11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER, ASSET SALE OR CHANGE OF CONTROL. (a) CHANGES IN CAPITALIZATION. Subject to any required action by the shareholders of the Company, the number of Shares covered by each outstanding Option and Restricted Stock award, the number of Shares which have been authorized for issuance under the Plan but as to which no Options or Restricted Stock awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or repurchase or forfeiture of Restricted Stock, as well as the price per Share covered by each such outstanding Option, as applicable, and the number of Shares issuable pursuant to the automatic grant provisions of Section 5 hereof shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, spin off, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Option or Restricted Stock award. (b) DISSOLUTION OR LIQUIDATION. In the case of Options or Restricted Stock awarded to Outside Directors pursuant to Sections 5(b) and 5(c), respectively, in the event of a proposed dissolution or liquidation of the Company, such Options and Restricted Stock shall become fully vested and, in the case of Options, fully exercisable, including as to Shares as to which it would not otherwise be exercisable. To the extent an Option or Restricted Stock award remains unexercised at the time of the dissolution or liquidation, the Option or Restricted Stock award shall terminate. -7- (c) MERGER OR ASSET SALE. In the event of a merger of the Company with or into another corporation, or the sale of substantially all of the assets of the Company, then, subject to Section 11(d) below, (i) each outstanding Option shall become fully vested and exercisable, including as to Shares as to which it would not otherwise be exercisable, and (ii) Restricted Stock shall become fully vested. If an Option becomes fully vested in the event of a merger or sale of assets, the Board shall notify the Optionee that the Option shall be fully exercisable for a period of thirty (30) days from the date of such notice, and the Option shall terminate upon the expiration of such period. (d) CERTAIN BUSINESS COMBINATIONS. In the event it is determined by the Board, upon receipt of a written opinion of the Company's independent public accountants, that the enforcement of Section 11(c) hereof, which provides for the acceleration of vesting of Options and Restricted Stock, would preclude accounting for any proposed business combination of the Company as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then such Section shall be null and void. In the event that Section 11(c) is thereby rendered null and void, then outstanding Options and Restricted Stock shall be assumed or an equivalent option or restricted stock award shall be substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. 12. AMENDMENT AND TERMINATION OF THE PLAN. (a) AMENDMENT AND TERMINATION. Except as set forth in Section 5, the Board may at any time amend, alter, suspend, or discontinue the Plan, but no amendment, alteration, suspension, or discontinuation shall be made which would impair the rights of any Optionee or Purchaser under any grant theretofore made, without his or her consent. In addition, to the extent necessary and desirable to comply with Rule 16b-3 (or any other applicable law or regulation), the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required. (b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or termination of the Plan shall not affect Options or Restricted Stock already granted and such Options and Restricted Stock shall remain in full force and effect as if this Plan had not been amended or terminated. 13. TIME OF GRANTING OPTIONS OR RESTRICTED STOCK AWARDS. The date of grant of an Option or Restricted Stock award shall, for all purposes, be the date determined in accordance with Sections 5(b) and (c) hereof, respectively. 14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant to a Restricted Stock award or the exercise of an Option unless such award or exercise and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, state securities laws, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. -8- As a condition to the purchase of Restricted Stock or exercise of an Option, the Company may require the Purchaser or the person exercising such Option to represent and warrant at the time of any such purchase or exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares, if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 15. RESERVATION OF SHARES. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 16. SHAREHOLDER APPROVAL. Continuance of the Plan shall be subject to approval by the shareholders of the Company at its April 25, 1995 meeting of shareholders. Such shareholder approval shall be obtained in the degree and manner required under applicable state and federal law. -9- EX-4.3 4 EXHIBIT 4.3 EXHIBIT 4.3 SEAGATE TECHNOLOGY, INC. AMENDED AND RESTATED ARCHIVE CORPORATION STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN - 1981 1. PURPOSES OF THE PLAN. The purposes of this Stock Option and Restricted Stock Purchase Plan - 1981 (the "Plan") are (a) to insure the retention of the services of existing executive personnel, key employees and non-employee directors of Conner Peripherals, Inc. ("Conner"), a Delaware corporation and wholly-owned subsidiary of Seagate Technology, Inc. ("Seagate"), a Delaware corporation, or any Parent or Subsidiary (as defined below) of Seagate (Seagate and each Parent and Subsidiary of Seagate are collectively referred to herein as the "Company"); (b) to attract and retain competent new executive personnel and key employees; and (c) to provide incentive to all such personnel, employees and nonemployee directors to devote their utmost effort and skill to the advancement and betterment of the Company, by permitting them to participate in the ownership of the Company and thereby in the success and increased value of the Company. Pursuant to that certain Agreement and Plan of Reorganization dated as of October 3, 1995 (the "Reorganization Agreement"), by and among Seagate, Conner and Athena Acquisition Corporation ("Athena"), a Delaware corporation and wholly-owned subsidiary of Seagate, Seagate assumed the obligations of Conner under the Plan (the "Assumed Plan"). This Plan hereby amends and restates the Assumed Plan to reflect such assumption by Seagate. For purposes of this Plan, the terms "Subsidiary" and "Parent" shall mean any present or future corporation which would be a "subsidiary corporation" or "parent corporation," respectively, as those terms are defined in Section 424 of the Internal Revenue Code of 1986, as amended. 2. SHARES SUBJECT TO THE PLAN. The shares of stock subject to the options or rights to purchase restricted shares (hereinafter "rights of purchase") and other provisions of the Plan shall be shares of Seagate's authorized but unissued or reacquired common stock (herein sometimes referred to as the "Common Stock"). The total number of shares of the Common Stock of Seagate which may be issued under the Plan shall not exceed, in the aggregate, 826,540 shares or such lesser number of shares of Common Stock as are subject to Options under the Plan on the date the merger of Athena with and into Conner is consummated as contemplated by the Reorganization Agreement. The limitations established by the preceding sentence shall be subject to adjustment as provided in paragraph 7 below. In the event that any outstanding option or right of purchase granted under the Plan can no longer under any circumstances be exercised, or in the event that any shares purchased pursuant to the Plan are reacquired by the Company, for any reason, the shares of Common Stock allocable to the unexercised portion of such option or such right of purchase, or the shares reacquired, as the case may be, may again be subject to grant or issuance under the Plan. 3. ELIGIBILITY. Officers and other key employees of the Company or of any subsidiary corporation, or any member of the Board of Directors of the Company, whether or not he or she is employed by the company, will be eligible for selection to participate in the Plan. An individual who has been granted an option or right of purchase may, if otherwise eligible, be granted an additional option or options or rights of purchase if the Board or Committee shall so determine. 4. ADMINISTRATION OF THE PLAN. -2- (a) This Plan shall be administered by the Non-employee Board of Directors of the Company or by a committee (the "Committee") consisting of two (2) or more persons, all of whom shall be non-employee directors of the Company, who shall be appointed by, and serve at the pleasure of, the Board of Directors. The Board of Directors or the Committee, as the case may be, may from time to time, in their respective discretions, determine which persons shall be granted options or rights of purchase under the Plan, the terms thereof, and the number of shares for which an option or options or a right or rights of purchase shall be granted. (b) Whomever is administering the Plan, either the Board of directors of the Company or the Committee, shall have full and final authority to determine persons to whom, and the time or times at which, options and rights of purchase shall be granted, the number of shares to be represented by each option and right of purchase and the consideration to be received by the Company upon the exercise thereof; to interpret the Plan; to amend and rescind rules and regulations relating to the Plan; to determine the form and content of the options to be issued and terms and conditions of rights of purchase to be offered under the Plan; to determine the identity or capacity of any persons who may be entitled to exercise a participant's rights under any option or right of purchase under the Plan; to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option or right of purchase in the manner and to the extent the Board or Committee deems desirable to carry the Plan, option or right of purchase into effect; to accelerate the exercise date of any option or release and/or waive any repurchase rights of the Company contained in any right of purchase; and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan. Any action, decision, interpretation or determination by the Board of Directors or by the Committee -3- with respect to the application or administration of the Plan shall be final and binding on all participants and prospective participants. 5. OPTION PRICE AND PURCHASE PRICE OF SHARES The exercise price of the shares of Common Stock covered by each option granted and the purchase price of shares for which rights of purchase are offered under the Plan shall not be less than the fair market value of such shares on the date the option is granted or right of purchase is offered. Such fair market value shall, if the Common Stock is not listed or admitted to trading on a stock exchange, be the average of the closing bid price and asked price of the Common Stock in the over-the-counter market on the date the option is granted or right of purchase is offered, or, if the Common Stock is then listed or admitted to trading on any stock exchange, the closing sale price on such day on the principal stock exchange on which the Common Stock is then listed or admitted to trading, or, if no sale takes place on such day on such principal exchange, then the closing sale price of the Common Stock on such exchange on the next preceding day on which a sale occurred. During such times as there is not a market price available, the fair market value of Seagate's Common Stock shall be determined by the Board of Directors or the Committee, as the case may be, which shall consider, among other facts which it considers to be relevant, the book value of such stock and the earnings of Seagate. The exercise price, as the case may be, shall be subject to adjustment as provided in paragraph 7 below. 6. TERMS AND CONDITIONS OF OPTIONS AND RIGHTS OF PURCHASE. (a) TERMS AND CONDITIONS APPLICABLE TO OPTIONS. Each option granted pursuant to this Plan shall be evidenced by a written Option Agreement. The granting of an option shall take place only when this written Option Agreement shall have been duly executed and delivered by or on -4- behalf of the Company to the optionee to whom such option shall be granted. Neither anything contained in the Plan nor in any resolution adopted or to be adopted by the Board of Directors of the Company or the Committee shall constitute the granting of any option. The Option Agreement shall be in such form as the Board of Directors or the Committee shall, from time to time, recommend, but shall comply with and be subject to the following terms and conditions: (i) MEDIUM AND TIME OF PAYMENT. The option price shall be payable in United States dollars upon the exercise of the option and may be paid in cash, or by certified check, or by bank draft. (ii) NUMBER OF SHARES. The option shall state the total number of shares to which it pertains. (iii) TERM OF OPTION. Each option granted under the Plan shall expire within a period of not more than ten (10) years from the date the option is granted. (iv) DATE OF EXERCISE. The Board of Directors or the Committee may, in its discretion, provide that an option may be exercised immediately or that it may not be exercised in whole or in part for any specified period or periods of time. Except as may be so provided, any option may be exercised in whole at any time or in part from time to time during its term. (v) TERMINATION OF EMPLOYMENT EXCEPT DEATH. In the event that an optionee who is an employee of the Company shall cease to be employed by the Company or any of its subsidiaries for any reason other than his death, or, in the event that an optionee who is a director but not an employee of the Company shall cease to be a director of the Company for any reason other than his death, (i) all options granted to any such optionee pursuant to this Plan which are not exercisable at the date of such cessation shall terminate immediately and become void and of no -5- effect, and (ii) all options granted to any such optionee pursuant to this Plan which are exercisable at the date of such cessation may be exercised at any time within three (3) months of the date of such cessation , but in any event no later than the date of expiration of the option period, and if not so exercised within such time shall become void and of no effect at the end of such time. (vi) DEATH OF OPTIONEE. If the optionee shall die and shall not have fully exercised his options granted pursuant to the Plan, all of such options, whether or not otherwise exercisable, may be exercised at any time within one (1) year after the optionee's death but in any event no later than the date of expiration of the option period, by the executors or administrators of the optionee's estate or by any person or persons who shall have acquired the option directly from the optionee by bequest or inheritance. (b) TERMS AND CONDITIONS APPLICABLE TO RIGHTS OF PURCHASE UNDER THE PLAN. After the Board of Directors or the Committee, as the case may be, shall have determined to offer to a person eligible to participate (hereinafter "offeree") the right to purchase shares under the Plan, it shall cause to be delivered to the offeree a written notice thereof, together with a Stock Purchase Agreement which shall constitute the Company's offer of the right of purchase and shall contain the terms and conditions of purchase, including, without limitation, the number of shares which the offeree shall be entitled to purchase, the purchase price per share, any other terms, conditions or restrictions relating thereto, and the number of days or period the offeree shall have to accept such offer. Execution and delivery of the Stock Purchase Agreement by the offeree to the Company within said number of days or period shall constitute acceptance of the offer and said Stock Purchase Agreement shall, thereupon, become a binding obligation of the Company and the offeree. Each Stock Purchase Agreement shall be in such form as the Board of Directors or the Committee shall, -6- from time to time, recommend, but shall comply with and be subject to the following terms and conditions: (i) METHOD OF PAYMENT. The purchase price of the shares shall be paid to the Company, in cash, or by check or bank draft, or by a promissory note, with or without interest, payable to the Company, or any combination thereof, as the Board or the Committee, as the case may be, shall in its discretion determine, and the terms, manner and timing of such payment and the form and content of any promissory note, shall be included or made a part of the Stock Purchase Agreement. If payment, in whole or in part, is made by a promissory note, the shares so purchased with such note shall be held in pledge with the Company to secure payment of the note. The pledge shall be in such form and shall contain such terms as the Board of Directors or the Committee may deem appropriate. (ii) NUMBER OF SHARES. The Stock Purchase Agreement shall state the total number of shares which the offeree shall be entitled to purchase and whether or not the offeree may purchase less than all of the shares offered. (iii) TERM OF OFFER. The Stock Purchase Agreement shall specify the number of days or other period the offeree shall have to accept the offer, not to exceed ninety (90) days from the date of such offer. If not accepted by the offeree within such number of days or other period, the offer shall automatically terminate upon expiration thereof, and the offer shall thereupon be null and void and without further effect, except that the Board or Directors or the Committee may extend such number of days or other period available for acceptance, not to exceed an additional ninety (90) days. Acceptance of the offer shall occur when the offeree has executed and redelivered to the Company at least two counterparts of the Stock Purchase Agreement in the form delivered to -7- him by the Company and, to be effective, such acceptance must be without condition or reservation of any kind whatsoever. (iv) RESTRICTIONS. The Board of Directors or the Committee, as the case may be, may require that the offeree reconvey such shares, or a portion thereof, to the Company upon the occurrence of certain events and to restrict an offeree's right to convey, transfer, hypothecate or otherwise dispose of the shares which he has purchased under the Plan, on such terms and conditions and for such periods, as it, in its discretion, deems appropriate. Without limiting the generality of the foregoing, the Stock Purchase Agreement, in the discretion of the Board of Directors or Committee, may provide that, upon termination of the offeree's employment with the Company within a specified period of time or at any time and for any reason whatsoever, or upon the occurrence of any specified events ("events of resale"), the shares purchased under the Plan shall be resold to the Company at the purchase price paid therefor by the offeree either in cash or by cancellation of any indebtedness owed to the Company in respect of the purchase thereof. In addition, the Board of Directors or the Committee may require that the shares be held in escrow to secure the offeree's obligation to reconvey the shares to the Company upon an event of resale. (v) VOTING RIGHTS AND ESCROW OF DIVIDENDS. If payment for shares is made by a promissory note, all cash dividends paid with respect to the shares so purchased shall be held in escrow by the Company for the account of the purchaser without interest until such time as the shares are fully paid. Upon full payment of the promissory note, all of such escrowed dividends shall be paid to the purchaser without interest. In addition, if payment for shares is made by a promissory note, the purchaser shall execute and deliver to the Company an irrevocable proxy for the voting rights pertaining to the shares so purchased, which proxy shall not expire until the shares are fully paid. -8- Nothing herein shall prevent the Company from releasing dividends or terminating the proxy with respect to portions of the shares which are fully paid upon periodic payments of the promissory note. (c) TERMS AND CONDITIONS APPLICABLE EQUALLY TO OPTIONS GRANTED AND TO RIGHTS OF PURCHASE OFFERED UNDER THE PLAN. (i) RIGHTS AS A STOCKHOLDER. An optionee or an offeree or a transferee of an option or right of purchase shall have no rights as a stockholder with respect to any shares of Common Stock covered by his option or right of purchase until the date of the issuance of a share certificate to him for such shares. No adjustment shall be made for dividends of distributions or other rights for which the record date is prior to the date such share certificate is issued. (ii) NONASSIGNABILITY OF RIGHTS. No option or right of purchase shall be assignable or transferable by the person receiving same except by will or the laws of descent and distribution. During the life of such person, the option or right of purchase shall be exercisable only by him. (iii) OTHER PROVISIONS. Any Option Agreement and any Stock Purchase Agreement may contain such other terms, provisions and conditions as may be determined by the Board of Directors or the Committee, as the case may be, and, without limiting the generality of the foregoing, the Board of Directors or the Committee, as the case may be, shall have discretion to offer to a person a choice between having options granted or having a right of purchase offered to him, or to grant both options and a right of purchase or to condition a grant of options upon a purchase of shares under a right of purchase under the Plan. Options granted or offers made to different persons, or to the same person at different times, may be subject to terms, conditions and restrictions which differ from each other. -9- 7. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding shares of Common Stock of Seagate are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of Seagate by reason of merger, consolidation or reorganization in which Seagate is the surviving corporation or of a recapitalization, stock split, combination of shares, reclassification, reincorporation, stock dividend (in excess of 2%), or other change in the corporate structure of Seagate, appropriate adjustments shall be made by the Board of Directors in the aggregate number and kind of shares subject to this Plan, and the number and kind of shares and the price per share subject to outstanding options and rights of purchase in order to preserve, but not to increase, the benefits to persons then holding options and/or rights of purchase. In the event that Seagate at any time proposes to merge into, consolidate with or to enter into any other reorganization (including the sale of substantially all of its assets) in which Seagate is not the surviving corporation, the Plan and all unexercised options and rights of purchase granted hereunder shall terminate, unless provision is made in writing in connection with such transaction for the continuance of the Plan and for the assumption of options and rights of purchase theretofore granted, or the substitution for such options and rights of purchase of new options and rights of purchase covering the shares of a successor corporation, with appropriate adjustments as to number and kind of shares and prices, in which event the Plan and the options and rights of purchase theretofore granted or the new options and rights of purchase substituted therefor, shall continue in the manner and under the terms so provided If such provision is not made in such transaction for the continuance of the Plan and the assumption of options and rights of purchase theretofore granted or the substitution for such options and rights of purchase of new options and rights of purchase -10- covering the shares of a successor corporation, then the Board of Directors or the Committee shall cause written notice of the proposed transaction to be given to the persons holding such options and rights of purchase not less than 30 days prior to the anticipated effective date of the proposed transaction, and all options and rights of purchase shall be accelerated and, prior to the anticipated effective date of the proposed transaction, such person shall have the right to exercise options and accept rights of purchase in respect of any or all shares then subject thereto. 8. AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors of the Company may from time to time alter, amend, suspend or terminate the Plan in such respects as the Board of Directors may deem advisable; provided, however, that no such amendment, suspension or termination shall be made which shall substantially affect or impair the rights of any person under any option or right of purchase theretofore granted to him without his consent. Without limiting the generality of the foregoing, to the extent permitted by applicable law, the Board of Directors of the Company may alter or amend the Plan to comply with requirements under the Internal Revenue Code relating to restricted stock options, incentive options, qualified or other options which give the optionee more favorable tax treatment than that applicable to options granted under this Plan as of the date of its adoption. Upon any such alteration or amendment, to the extent permitted by applicable law, any outstanding option granted hereunder shall be subject to the more favorable tax treatment afforded to an optionee pursuant to such terms and conditions as the Board of Directors or Committee may determine. Unless the Plan shall theretofore have been terminated, the Plan shall be effective on May 15, 1981, and shall terminate on May 15, 1996. -11- 9. APPLICATION OF FUNDS. The proceeds received by the Company from the sale of Common Stock pursuant to options and rights of purchase, except as otherwise provided herein, will be used for general corporate purposes. 10. NO OBLIGATION TO EXERCISE OPTION OR RIGHT OF PURCHASE. The granting of an option or the offer of a right of purchase shall impose no obligation upon the optionee to exercise such an option or the offeree to accept such right of purchase. 11. CONTINUANCE OF EMPLOYMENT. The Plan or the granting of any option or right of purchase thereunder shall not impose any obligation on the Company to continue the employment of any optionee or offeree. 12. OTHER OBLIGATIONS ON EMPLOYEES. The Board of Directors or the Committee may require as a condition to receipt of any option or exercise of any option or purchase rights under the Plan that the optionee or offeree or employee, as the case may be, enter into agreements regarding employment and instructions upon shares consistent with conditions and obligations imposed upon employees and purchasers of common stock of the Company under stock purchase agreements entered into among the Company and outside investors, including agreements so provided under Preferred Stock Purchase Agreements dated April 22, 1981 and May 5, 1980. EX-4.4 5 EXHIBIT 4.4 EXHIBIT 4.4 SEAGATE TECHNOLOGY, INC. AMENDED AND RESTATED ARCHIVE CORPORATION INCENTIVE STOCK OPTION PLAN - 1981 1. PURPOSES OF THE PLAN. The purposes of this Incentive Stock Option Plan - 1981 (the "Plan") are (a) to insure the retention of the services of existing executive personnel and key employees of Conner Peripherals, Inc. ("Conner"), a Delaware corporation and wholly-owned subsidiary of Seagate Technology, Inc. ("Seagate"), a Delaware corporation, or any Parent or Subsidiary (as defined below) of Seagate (Seagate and each Parent and Subsidiary of Seagate are collectively referred to herein as the "Company"); (b) to attract and retain competent new executive personnel and other key employees; and (c) to provide incentive to all such personnel and other employees to devote their utmost effort and skill to the advancement and betterment of the Company, by permitting them to participate in the ownership of the Company and thereby in the success and increased value of the Company. Pursuant to that certain Agreement and Plan of Reorganization dated as of October 3, 1995 (the "Reorganization Agreement"), by and among Seagate, Conner and Athena Acquisition Corporation ("Athena"), a Delaware corporation and wholly-owned subsidiary of Seagate, Seagate assumed the obligations of Conner under the Plan, (the "Assumed Plan"). This Plan hereby amends and restates the Assumed Plan to reflect such assumption by Seagate. For purposes of this Plan, the terms "Subsidiary" and "Parent" shall mean any present or future corporation which would be a "subsidiary corporation" or "parent corporation," respectively, as those terms are defined in Section 424 of the Internal Revenue Code of 1986, as amended. It is intended that the options issued pursuant to the Plan shall constitute Incentive Stock Options within the meaning of Section 422A of the Internal Revenue Code of 1954, as amended. 2. SHARES SUBJECT TO THE PLAN. The shares of stock subject to the options and other provisions of the Plan shall be shares of Seagate's authorized but unissued or reacquired common stock (herein sometimes referred to as the "Common Stock") . The total number of shares of the Common Stock of Seagate which may be issued under the Plan shall not exceed, in the aggregate, 1,834,300 shares or such lesser number of shares of Common Stock as are subject to Options under the Plan on the date the merger of Athena with and into Conner is consummated as contemplated by the Reorganization Agreement. The limitations established by the preceding sentence shall be subject to adjustment as provided in paragraph 7 below. In the event that any outstanding option granted under the Plan can no longer under any circumstances be exercised, for any reason, the shares of Common stock allocable to the unexercised portion of such option may again be subject to grant or issuance under the Plan. 3. ELIGIBILITY. Officers and other key employees of the Company or its parent or of any subsidiary corporation (including directors if they are also employees of the Company or a subsidiary), as may be determined by the Board or the Committee, who qualify for incentive stock options under the applicable provisions of the Internal Revenue Code, will be eligible for selection to participate in the Plan. An employee who has been granted an option may, if otherwise eligible, be granted an additional option or options if the Board or Committee shall so determine. No stock option shall be granted under the Plan to any employee who at the time the option is granted, owns -2- stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or of its parent or any subsidiary corporation, unless at the time such option is granted the exercise price of the shares of Common Stock covered by the option is at least 110 percent of the fair market value of such shares, determined in accordance with the provisions of Section 5 below, and such option by its terms is not exercisable after the expiration of ten (10) years from the date such option is granted. 4. ADMINISTRATION OF THE PLAN. (a) This Plan shall be administered by the Non-Employee Board of Directors of the Company or by a committee (the "Committee") consisting of two (2) or more persons, all of whom shall be non-employee directors of the Company, who shall be appointed by, and serve at the pleasure of, the Board of Directors. The Board of Directors or the Committee, as the case may be, may from time to time, in their respective discretions, determine which officers and other key employees shall be granted options under the Plan, the terms thereof, and the number of shares for which an option or options shall be granted. (b) Whomever is administering the Plan, either the Board of Directors of the Company or the Committee, shall have full and final authority to determine the employees to whom, and the time or times at which, options shall be granted, the number of shares to be represented by each option and the consideration to be received by the Company upon the exercise thereof; to interpret the Plan; to amend and rescind rules and regulations relating to the Plan; to determine the form and content of the options to be issued; to determine the identity or capacity of any persons who may be entitled to exercise a participant's rights under any option under the Plan; to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option in the manner and -3- to the extent the Board or Committee deems desirable to carry the Plan or option into effect; to accelerate the exercise date of any option; and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan. Any action, decision, interpretation or determination by the Board of Directors or by the Committee with respect to the application or administration of the Plan shall be final and binding on all participants and prospective participants. 5. OPTION PRICE OF SHARES. The exercise price of the shares of Common Stock covered by each option granted under the Plan shall not be less than the fair market value of such shares on the date the option is granted. Such fair market value shall, if the Common Stock is not listed or admitted to trading on a stock exchange, be the average of the closing bid price and asked price of the Common Stock in the over-the-counter market on the date the option is granted, or, if the Common Stock is then listed or admitted to trading on any stock exchange, the closing sale price on such day on the principal stock exchange on which the Common Stock is then listed or admitted to trading, or, if no sale takes place on such day on such principal exchange, then the closing sale price of the Common Stock on such exchange on the next preceding day on which a sale occurred. During such times as there is not a market price available, the fair market value of Seagate's Common Stock shall be determined in good faith by the Board of Directors or the Committee, as the case may be, which shall consider, among other facts which it considers to be relevant, the book value of such stock and the earnings of Seagate. The exercise price, as the case may be, shall be subject to adjustment as provided in paragraph 7 below. 6. TERMS AND CONDITIONS OF OPTIONS. Each option granted pursuant to this Plan shall be evidenced by a written Option Agreement. The granting of an option shall take place only when this -4- written Option Agreement shall have been duly executed and delivered by or on behalf of the Company to the optionee to whom such option shall be granted. Neither anything contained in the Plan nor in any resolution adopted or to be adopted by the Board of Directors of the Company or the Committee shall constitute the granting of any option. The Option Agreement shall be in such form as the Board of Directors or the Committee shall, from time to time, recommend, but shall comply with and be subject to the following terms and conditions: (a) MEDIUM OF PAYMENT. The option price upon the exercise of the option shall be payable (i) in United States dollars payable in cash, certified check, or bank draft; (ii) subject to any legal restrictions on the acquisition or purchase of its shares by the Company, by the delivery of shares of Common Stock which shall be deemed to have a value to the Company equal to the aggregate fair market value of such shares determined at the date of such exercise in accordance with the provisions of Section 5 above; (iii) any combination of (i) or (ii) above. (b) GRANT OF OPTION. Any option shall be granted within ten years from the date of the adoption of this Plan or the date this Plan is approved by the stockholders of the Company, whichever is earlier. (c) NUMBER OF SHARES. The option shall state the total number of shares to which it pertains. (d) OPTION PRICE. The option price shall be not less than the fair market value of the shares of Common Stock on the date of the granting of the option. (e) TERM OF OPTION. Each option granted under the Plan shall expire within a period of not more than ten (10) years from the date the option is granted. (f) DATE OF EXERCISE. The Board of Directors or the Committee may, in its -5- discretion, provide that an option may be exercised immediately or that it may not be exercised in whole or in part for any specified period or periods of time. Except as may be so provided, any option may be exercised in whole at any time or in part from time to time during its term. (g) TERMINATION OF EMPLOYMENT. In the event that an optionee who is an employee of the Company shall cease to be employed by the Company or a parent or any subsidiary corporation of the Company or a corporation or a parent or subsidiary corporation of a corporation issuing and assuming a stock option in a transaction to which Section 425(a) of the Internal Revenue Code of 1954, as amended, applies, for any reason other than his death, (i) all options granted to any such optionee pursuant to this Plan which are not exercisable at the date of such cessation shall terminate immediately and become void and of no effect, and (ii) all options granted to any such optionee pursuant to this Plan which are exercisable at the date of such cessation may be exercised at any time within three (3) months of the date of such cessation, but in any event no later than the date of expiration of the option period, and if not so exercised within such time shall become void and of no effect at the end of such time. (h) DEATH OF OPTIONEE. If the optionee shall die while he is an employee of the Company, or a parent or subsidiary of the Company, and shall not have fully exercised his options granted pursuant to the Plan, in addition to the options otherwise exercisable at the date of death, an additional 25% of the total options held by optionee at the date of death (but not to exceed 100% of such options), may be exercised by optionee's estate, personal representative or beneficiary at any time within three (3) months from the date of death, but in no event later than the date of expiration of the option period. (i) RIGHTS AS A STOCKHOLDER. An optionee or a transferee of an option shall have -6- no rights as stockholder with respect to any shares of Common Stock covered by his option until the date of the issuance of a share certificate to him for such shares. No adjustment shall be made for dividends of distributions or other rights for which the record date is prior to the date such share certificate is issued. (j) NONASSIGNABILITY OF RIGHTS. No option shall be assignable or transferable by the person receiving same except by will or the laws of descent and distribution. During the life of such person, the option shall be exercisable only by him. (k) LIMITATION. Notwithstanding any other provision of the Plan, the aggregate fair market value (determined in accordance with the provisions of Section 5 above at the time the incentive option is granted) of the shares of Common Stock with respect to which incentive options are exercisable for the first time by the optionee during any calendar year (under all such plans of the Company and its parent and subsidiary corporations) shall not exceed $100,000. (l) OTHER PROVISIONS. Any Option Agreement may contain such other terms, provisions and conditions as may be determined by the Board of Directors or the Committee, as the case may be, which are not inconsistent with the provisions of Section 422A of the Internal Revenue Code of 1954, as amended. Options granted or offers made to different persons, or to the same person at different times, may be subject to terms, conditions and restrictions which differ from each other. 7. CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding shares of Common Stock of Seagate are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of Seagate by reason of merger, consolidation or reorganization in which Seagate is the surviving corporation or of a recapitalization, stock split, -7- combination of shares, reclassification, reincorporation, stock dividend (in excess of 2%), or other change in the corporate structure of Seagate, appropriate adjustments shall be made by the Board of Directors in the aggregate number and kind of shares subject to this Plan, and the number and kind of shares and the price per share subject to outstanding options in order to preserve, but not to increase, the benefits to persons then holding options. In the event that Seagate at any time proposes to merge into, consolidate with or to enter into any other reorganization (including the sale of substantially all of its assets) in which Seagate is not the surviving corporation, the Plan and all unexercised options granted hereunder shall terminate, unless provision is made in writing in connection with such transaction for the continuance of the Plan and for the assumption of options theretofore granted, or the substitution for such options of new options covering the shares of a successor corporation, with appropriate adjustments as to number and kind of shares and prices, in which event the Plan and the options theretofore granted or the new options substituted therefor, shall continue in the manner and under the terms so provided. If such provision is not made in such transaction for the continuance of the Plan and the assumption of options theretofore granted or the substitution for such options of new options covering the shares of a successor corporation, then the Board of Directors or the Committee shall cause written notice of the proposed transaction to be given to the persons holding such options not less than 30 days prior to the anticipated effective date of the proposed transaction, and the term of all options shall be accelerated and such person shall have the right to exercise options in respect of any or all shares then subject thereto. 8. AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors of the Company may from time to time alter, amend, suspend or terminate the Plan in such respects as the Board of -8- Directors may deem advisable; provided, however, that no such amendment, suspension or termination shall be made which shall substantially affect or impair the rights of any person under any option or right of purchase theretofore granted to him without his consent. Without limiting the generality of the foregoing, to the extent permitted by applicable law, the Board of Directors of the Company may alter or amend the Plan to comply with requirements under the Internal Revenue Code or regulations thereto relating to incentive stock options to insure that the options granted hereunder shall be given the tax treatment afforded to incentive stock options. Unless the Plan shall theretofore have been terminated, the Plan shall be effective on December 1981, and shall terminate on November 29, 2000. 9. APPLICATION OF FUNDS. The proceeds received by the Company from the sale of Common Stock pursuant to options, except as otherwise provided herein, will be used for general corporate purposes. 10. NO OBLIGATION TO EXERCISE OPTION. The granting of an option shall impose no obligation upon the optionee to exercise such an option. 11. CONTINUANCE OF EMPLOYMENT. The Plan or the granting of any option or right of purchase thereunder shall not impose any obligation on the Company to continue the employment of any optionee. 12. APPROVAL OF STOCKHOLDERS. The Plan shall be null and void and of no force and effect if not approved by the stockholders of the Company within 12 months before or after the adoption of this Plan. -9- EX-4.5 6 EXHIBIT 4.5 EXHIBIT 4.5 SEAGATE TECHNOLOGY, INC. EXECUTIVE STOCK PLAN (As amended November 20, 1995) 1. PURPOSE OF THE PLAN. The purpose of the Plan is to increase shareholder value and advance the success of the Company by increasing the desire of key employees to continue their employment with the Company and by increasing Company stock ownership among key employees. 2. DEFINITIONS. As used herein, the following definitions shall apply: (a) "BOARD" shall mean the Committee or the Board of Directors of the Company if no Committee is then designated. (b) "COMMITTEE" shall have the meaning as specified in Section 4(a) of the Plan. (c) "COMMON STOCK" shall mean the Common Stock of the Company. (d) "COMPANY" shall mean Seagate Technology, Inc., a Delaware corporation. (e) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. (f) "EXECUTIVE" shall mean a senior executive officer of the Company or any of its Subsidiaries who has been selected to participate under the Plan pursuant to Section 4(b). (g) "PLAN" means this Executive Stock Plan. (h) "SHARE" shall mean a share of Common Stock. (i) "STOCK PURCHASE AGREEMENT" shall mean an agreement in the form approved by the Board to purchase Common Stock of the Company pursuant to the Plan. (j) "STOCK PURCHASE RIGHT" shall mean the right to purchase Shares under the Plan. (k) "SUBSIDIARY" shall mean a subsidiary corporation of the Company, whether now existing or hereafter created. 3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 9 of the Plan, the maximum aggregate number of Shares which may be sold under the Plan is 2,000,000 Shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. If Shares are repurchased by the Company pursuant to a Stock Purchase Agreement, such Shares, unless the Plan shall have been terminated, shall become available for reissuance under the Plan. 4. ADMINISTRATION OF THE PLAN. (a) PROCEDURE. The Plan shall be administered by (i) the Board if the Board may administer the Plan in compliance with Rule 16b-3 promulgated under the Exchange Act or any successor rule thereto ("Rule 16b-3"), or (ii) a Committee designated by the Board to administer the Plan, which Committee shall be constituted in such a manner as to permit the Plan to comply with Rule 16b-3. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. Subject to the preceding sentence, from time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly administer the Plan. (b) POWERS OF THE BOARD. Subject to the provisions of the Plan, the Board shall have the authority in its discretion (i) to select the Executives to whom Stock Purchase Rights may from time to time be granted hereunder; (ii) to determine the terms and conditions of any Stock Purchase right granted hereunder; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind rules and regulations relating to the Plan; (v) with the consent of the holder, to modify or amend such holders' Stock Purchase Agreement; (vi) to authorize any person to execute on behalf of the Company any instrument required to effect the Plan; and (vii) to make other determinations deemed necessary or advisable for the administration of the Plan. (c) EFFECT OF BOARD'S DECISION. All decisions, determinations and interpretations of the Board shall be final and binding on the Executives. 5. ELIGIBILITY Stock Purchase Rights may be granted only to Executives. Each grant of a Stock Purchase Right shall be evidenced by a Notice of Grant of Stock Purchase Right and each Stock Purchase Right shall be evidenced by a written Stock Purchase Agreement. The Stock Purchase Agreement shall specify the applicable vesting restrictions and shall be in such form and contain such terms and conditions as the Board, in its sole discretion, shall determine. Neither the Plan nor any Stock Purchase Agreement confers upon any Executive any right with respect to continuation of employment by the Company, nor shall it interfere in any way with the Executive's right or the right of the Company to terminate the Executive's employment at any time. -2- 6. TERM OF PLAN The Plan was adopted by the Board in December 1989 and approved by the stockholders of the Company in September 1990. The Plan shall continue in effect for an indefinite term unless terminated by the Board under Section 10 of the Plan. 7. CONSIDERATION AND TERMS OF EXERCISE (a) DETERMINATION OF PRICE. The price of Shares to be purchased, the terms of payment, and consideration to be paid for the Shares, shall be determined by the Board, provided, however, that the purchase price shall not be less than $.01 per Share (the par value of the Company's Common Stock) nor greater than any amount required in order to assure compliance with applicable state law. (b) PAYMENT. The purchase price of the Shares acquired pursuant to a Stock Purchase Right shall be paid in cash at the time of purchase. (c) STOCK WITHHOLDING TO SATISFY TAX OBLIGATIONS. The Board may, in its discretion, permit an Executive to satisfy any withholding tax obligation that arises in connection with the vesting of Shares by electing to have the Company withhold from such vested Shares that number of Shares having a fair market value equal to the amount required to be withheld. Elections by Executives to have Shares withheld for this purpose shall be made in writing in a form acceptable to the Board and shall be subject to such restrictions and limitations as the Board may specify. 8. EXERCISABILITY AND NON-TRANSFERABILITY OF STOCK PURCHASE RIGHT Each Stock Purchase Right granted to an Executive pursuant to this Plan must be exercised within sixty (60) days after the date of grant of the Stock Purchase Right. For purposes of the preceding sentence, unless otherwise specified by the Board the "date of grant" of a Stock Purchase Right shall mean the later of (i) the date the Board approves the grant or (ii) the date the Notice of Grant of Stock Purchase Rights is delivered to the Executive. Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner and shall expire immediately upon the death of an Executive or the termination of such Executive's employment with the Company. 9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION Subject to any required action by the stockholders of the Company, the number of shares of Common Stock which have been authorized for issuance under the Plan shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. -3- 10. AMENDMENT AND TERMINATION OF THE PLAN (a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter, suspend, or discontinue the Plan, but no amendment, alteration, suspension, or discontinuation shall be made which would impair the rights of any Executive under any grant theretofore made, without his or her consent. In addition, to the extent necessary and desirable to comply with Rule 16b-3 under the Exchange Act (or any other applicable law or regulation), the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required. (b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or termination of the Plan shall not affect Shares already subject to Stock Purchase Agreements, except as provided in said Stock Purchase Agreements. 11. COMPLIANCE WITH LAWS AND REGULATIONS Shares shall not be issued under this Plan unless the issuance and delivery of such Shares shall comply with all relevant provisions of law, including without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, state securities laws and the requirements of any stock exchange upon which Shares may then be listed. 12. RESERVATION OF SHARES The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 13. STOCKHOLDER APPROVAL The Plan, the grant of Stock Purchase Rights and the purchase of Shares hereunder shall be subject to approval by holders of a majority of the outstanding shares of Common Stock of the Company, which approval shall be solicited substantially in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, within such time as required by Rule 16b-3 or other applicable law. -4- EX-5.1 7 EXHIBIT 5.1 WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304-1050 JOHN ARNOT WILSON TELEPHONE 415-493-9300 FACSIMILE 415-493-6811 OF COUNSEL EXHIBIT 5.1 February 5, 1996 Seagate Technology, Inc. 920 Disc Drive Scotts Valley, California 95066 RE: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about February 5, 1996 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, for an aggregate of 2,850,000 shares of your Common Stock under the Conner Peripherals, Inc. 1986 Incentive Stock Plan, the Conner Peripherals, Inc. 1995 Director Stock Plan, the Amended and Restated Archive Corporation Stock Option and Restricted Stock Purchase Plan - 1981, the Amended and Restated Archive Corporation Incentive Stock Option Plan - 1981 and the Executive Stock Plan. Such shares of Common Stock are referred to herein as the "Shares," and such plans and compensation agreements are referred to herein as the "Plans." As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plans. It is our opinion that, when issued and sold in the manner described in the Plans and pursuant to the agreements which accompany each grant under the Plans, the Shares will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Very truly yours, WILSON, SONSINI, GOODRICH & ROSATI Professional Corporation /S/ WILSON SONSINI GOODRICH & ROSATI EX-23.1 8 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Conner Peripherals, Inc. 1986 Incentive Stock Plan, the Conner Peripherals, Inc. 1995 Director Stock Plan, the Amended and Restated Archive Corporation Stock Option and Restricted Stock Purchase Plan - - 1981, the Amended and Restated Archive Corporation Incentive Stock Option Plan - 1981 and the Seagate Executive Stock Plan of our reports dated July 11, 1995, except for the last paragraph of the patent litigation note as to which the date is July 31, 1995, with respect to the consolidated financial statements of Seagate Technology, Inc. and subsidiaries, incorporated by reference in its Annual Report (Form 10-K) for the year ended June 30, 1995 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP San Jose, California February 2, 1996 -----END PRIVACY-ENHANCED MESSAGE-----