SEAGATE TECHNOLOGY INC, S-8, 1996-02-20

SEAGATE TECHNOLOGY INC
S-8, 1996-02-20
COMPUTER STORAGE DEVICES

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------

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. -- ARCADA HOLDINGS, INC. STOCK OPTION PLAN

ARCADA HOLDINGS, INC. 1994 STOCK OPTION 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:
TAMARA G. MATTISON, 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 914,030 $ 59.0625 $53,984,897 $18,616
- --------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(c) under the Securities Act of 1933,
as amended, 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, Inc. on February 14, 1996.

- --------------------------------------------------------------------------------

<PAGE>
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 the 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 the 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 the 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.

<PAGE>

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, the Registrant's Restated Certificate of Incorporation
eliminates the liability of a director to the Registrant or its shareholders 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). The
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, the Registrant
has entered into indemnification agreements with its officers and directors by
which the Registrant provides such persons with further indemnification to the
maximum extent permitted by the Delaware General Corporation Law which may
require the Company, 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

<PAGE>

ITEM 8. EXHIBITS.

Exhibit
Number Document
------ --------

4.1 Conner Peripherals, Inc. -- Arcada Holdings, Inc. Stock
Option Plan.

4.2 Arcada Holdings, Inc. 1994 Stock Option 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 Price Waterhouse LLP

23.3 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 the registration
statement or any material change to such information in the
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.

(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 the
Registrant's annual report pursuant to Section 13(a)

II-3

<PAGE>

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 the Registrant pursuant to the Delaware General Corporation Law, the
Certificate of Incorporation or the Bylaws of the Registrant, Indemnification
Agreements entered into between the Registrant and its officers and directors,
or otherwise, the 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 the Registrant of expenses incurred or paid by a director, officer or
controlling person of the 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, the 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

<PAGE>

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 20th 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

<PAGE>

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.
<TABLE>
<CAPTION>

SIGNATURE TITLE DATE
- -------------------------------- ----------------------------------- -----------------------------

<S> <C> <C>
/s/ ALAN F. SHUGART President, Chief Executive Officer February 20, 1996
- -------------------------------- and Chairman of the Board of Directors
(Alan F. Shugart) (Principal Executive Officer)

/s/ DONALD L. WAITE Executive Vice President, Chief February 20, 1996
- -------------------------------- Administrative Officer and Chief
(Donald L. Waite) Financial Officer (Principal Financial
and Accounting Officer)

/s/ GARY B. FILLER
- -------------------------------- Director February 20, 1996
(Gary B. Filler)

/s/ ROBERT A. KLEIST
- -------------------------------- Director February 20, 1996
(Robert A. Kleist)

/s/ KENNETH E. HAUGHTON
- -------------------------------- Director February 20, 1996
(Kenneth E. Haughton)

- -------------------------------- Director
(Lawrence Perlman)

- -------------------------------- Director
(Thomas P. Stafford)

/s/ LAUREL L. WILKENING
- -------------------------------- Director February 20, 1996
(Laurel L. Wilkening)
</TABLE>

II-6

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

EXHIBITS

___________________________________

Registration Statement on Form S-8

Seagate Technology, Inc.

February 20, 1996

<PAGE>
INDEX TO EXHIBITS

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- --------------- -------------------------------------------- --------------
4.1 Conner Peripherals, Inc. -- Arcada Holdings,
Inc. Stock Option Plan......................

4.2 Arcada Holdings, Inc. 1994 Stock Option
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 Price Waterhouse LLP.............

23.3 Consent of Counsel (included in Exhibit 5.1)

24.1 Power of Attorney (see page II-5)

<PAGE>
SEAGATE TECHNOLOGY, INC.
------------------------

CONNER PERIPHERALS, INC.

ARCADA HOLDINGS, INC. STOCK OPTION PLAN

1. (a) BACKGROUND OF THE PLAN. Pursuant to that certain Agreement and
Plan of Reorganization dated as of December 21, 1995 (the "Reorganization
Agreement"), by and among Seagate Technology, Inc. ("Seagate"), a Delaware
corporation and Parent of Conner Peripherals, Inc. ("Conner"), a Delaware
corporation; Arcada Holdings, Inc. ("Arcada"), a Delaware corporation and
wholly-owned subsidiary of Conner; and Kevin H. Azzouz, an individual; and the
related Agreement of Merger dated February 16, 1996 (the "Merger Agreement"),
between Arcada and Arcada Acquisition Corporation ("Sub"), a Delaware
corporation and wholly-owned subsidiary of Conner, Seagate assumed the
obligations of Arcada under the Plan (the "Assumed Plan"). This Plan hereby
amends and restates the Assumed Plan to reflect such assumption by Seagate.

(b) PURPOSE OF THE PLAN. The purpose of this Stock Option Plan is to
offer certain Employees and Consultants of the Company the opportunity to
acquire a proprietary interest in the Company by the grant of options to
purchase shares of Seagate Common Stock. Through the Plan, the Company seeks to
attract, motivate, and retain those highly competent persons upon whose efforts
the success of the Company depends. Options granted under the Plan may be
incentive stock options (as defined under Section 422 of the Code) or
nonstatutory stock options, as determined by the Administrator at the time of
grant of an option and subject to the applicable provisions of Section 422 of
the Code, as amended, and the regulations promulgated thereunder.

2. DEFINITIONS. As used herein, the following definitions shall apply:

(a) "ADMINISTRATOR" means the Board or any of its Committees
appointed pursuant to Section 4 of the Plan.

(b) "BOARD" means the Board of Directors of Seagate.

(d) "COMMITTEE" means a Committee appointed by the Board of
Directors in accordance with Section 4 of the Plan.

(e) "COMMON STOCK" means the Common Stock of Seagate.

(f) "COMPANY" means collectively Seagate and each Parent and
Subsidiary of Seagate.

(g) "CONSULTANT" means any person who is engaged by the Company to
render consulting or advisory services and is compensated for such services, and
any director of the Company,

<PAGE>

whether compensated for such services or not. If and in the event Seagate
registers any class of any equity security pursuant to 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.

(h) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means that the
employment or consulting relationship with the Company is not interrupted or
terminated. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or any successor of
the Company. A leave of absence approved by the Company shall include sick
leave, military leave, or any other personal leave approved by an authorized
representative of the Company. For purposes of Incentive Stock Options, no such
leave may exceed 90 days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract, including Company policies. If reemployment
upon expiration of a leave of absence approved by the Company is not so
guaranteed, on the 91st day of such leave any Incentive Stock Option held by the
Optionee shall cease to be treated as an Incentive Stock Option and shall be
treated for tax purposes as a Nonstatutory Stock Option.

(i) "EMPLOYEE" means any person, including Officers and directors,
employed by the Company. The payment of a director's fee shall not be
sufficient to constitute "employment."

(j) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

(k) "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, its Fair Market Value shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the last market trading day
prior to the time of determination, as reported in THE WALL STREET JOURNAL or
such other source as the Administrator deems reliable;

(ii) If the Common Stock is quoted on the NASDAQ System (but not
on the Nasdaq National Market thereof) or regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
on the last market trading day prior to the day of determination; 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
Administrator.

(l) "INCENTIVE STOCK OPTION" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code.

(m) "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an Incentive Stock Option.

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<PAGE>

(n) "OFFICER" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

(o) "OPTION" means a stock option granted pursuant to the Plan.

(p) "OPTIONED STOCK" means the Common Stock subject to an Option.

(q) "OPTIONEE" means an Employee or Consultant who receives an
Option.

(r) "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424 of the Code.

(s) "PLAN" means this Conner Peripherals, Inc. -- Arcada Holdings,
Inc. Stock Option Plan.

(t) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 11 below.

(u) "SUBSIDIARY" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424 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 optioned and sold
under the Plan is 484,450 Shares or such lesser number of Shares as are subject
to Options under the Plan on the date the merger of Sub with and into Arcada is
consummated as contemplated by the Reorganization Agreement and the Merger
Agreement. The Shares may be authorized, but unissued, or reacquired Common
Stock.

If an Option expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated); PROVIDED,
HOWEVER, that Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future distribution
under the Plan, except that if unvested Shares are repurchased by Seagate at
their original purchase price, and the original purchaser of such Shares did not
receive any benefits of ownership of such Shares, such Shares shall become
available for future grant under the Plan. For purposes of the preceding
sentence, voting rights shall not be considered a benefit of Share ownership.

4. ADMINISTRATION OF THE PLAN.

(a) INITIAL PLAN PROCEDURE. Prior to the date, if any, upon which
Seagate becomes subject to the Exchange Act, the Plan shall be administered by
the Board or a committee appointed by the Board.

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<PAGE>

(b) PLAN PROCEDURE AFTER THE DATE, IF ANY, UPON WHICH SEAGATE BECOMES
SUBJECT TO THE EXCHANGE ACT.

(i) ADMINISTRATION WITH RESPECT TO DIRECTORS AND OFFICERS. With
respect to grants of Options to Employees or Consultants who are also Officers
or directors of the Company, the Plan shall be administered by (A) the Board if
the Board may administer the Plan in compliance with Rule 16b-3 promulgated
under the Exchange Act or any successor thereto ("RULE 16b-3") with respect to a
plan intended to qualify thereunder as a discretionary plan, or (B) 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
with respect to a plan intended to qualify thereunder as a discretionary plan.
Once appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. 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, all to the extent
permitted by Rule 16b-3 with respect to a plan intended to qualify thereunder as
a discretionary plan.

(ii) MULTIPLE ADMINISTRATIVE BODIES. If permitted by Rule 16b-3,
the Plan may be administered by different bodies with respect to directors, non-
director Officers and Employees who are neither directors nor Officers.

(iii) ADMINISTRATION WITH RESPECT TO CONSULTANTS AND OTHER
EMPLOYEES. With respect to grants of Options to Employees or Consultants who
are neither directors nor Officers of the Company, the Plan shall be
administered by (A) the Board or (B) a committee designated by the Board, which
committee shall be constituted in such a manner as to satisfy the legal
requirements relating to the administration of incentive stock option plans, if
any, of applicable state corporate and securities laws, of the Code, and of any
applicable stock exchange (the "APPLICABLE LAWS"). Once appointed, such
Committee shall continue to serve in its designated capacity until otherwise
directed by the Board. 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, all to the extent permitted by the Applicable Laws.

(c) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the
Plan and, in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities,
including the approval, if required, of any stock exchange upon which the Common
Stock is listed, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(k) of the Plan;

(ii) to select the Consultants and Employees to whom Options may
from time to time be granted hereunder;

-4-

<PAGE>

(iii) to determine whether and to what extent Options are
granted hereunder;

(iv) to determine the number of shares of Common Stock to be
covered by each such award granted hereunder;

(v) to approve forms of agreement for use under the Plan;

(vi) to determine the terms and conditions of any award granted
hereunder;

(vii) to determine whether and under what circumstances an
Option may be settled in cash under subsection 9(f) instead of Common Stock;

(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 has declined since the date the Option was granted; and

(ix) to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan.

(d) EFFECT OF ADMINISTRATOR'S DECISION. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees and any other holders of any Options.

5. ELIGIBILITY.

(a) Nonstatutory Stock Options may be granted to Employees and
Consultants. Incentive Stock Options may be granted only to Employees. An
Employee or Consultant who has been granted an Option may, if otherwise
eligible, be granted additional Options.

(i) of Shares subject to an Optionee's Incentive Stock Options
granted by the Company, any Parent or Subsidiary, which

(ii) become exercisable for the first time during any calendar
year (under all plans of the Company)

exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock
Options. For purposes of this Section 5(b), Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time the Option with respect
to such Shares is granted.

-5-

<PAGE>

(c) The Plan shall not confer upon any Optionee any right with
respect to continuation of employment or consulting relationship with the
Company, nor shall it interfere in any way with his or her right or the
Company's right to terminate his or her employment or consulting relationship at
any time, with or without cause.

(d) Upon Seagate or a successor corporation issuing any class of
common equity securities required to be registered under Section 12 of the
Exchange Act or upon the Plan being assumed by a corporation having a class of
common equity securities required to be registered under Section 12 of the
Exchange Act, the following limitations shall apply to grants of Options to
Employees:

(i) No Employee shall be granted, in any fiscal year of
Seagate, Options to purchase more than 1,000,000 Shares.

(ii) The foregoing limitations shall be adjusted proportionately
in connection with any change in Seagate's capitalization as described in
Section 11.

(iii) If an Option is canceled in the same fiscal year of
Seagate in which it was granted (other than in connection with a transaction
described in Section 11), the cancelled Option will be counted against the limit
set forth in Section 5(d)(i). For this purpose, if the exercise price of an
Option is reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option.

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 Seagate, 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 13 of the Plan.

7. TERM OF OPTION. The term of each Option shall be the term stated in
the Option Agreement; PROVIDED, HOWEVER, that the term shall be no more than
ten (10) years from the date of grant thereof. However, in the case of an
Incentive Stock 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 Seagate, the term of the Option shall be five (5)
years from the date of grant thereof or such shorter term as may be provided in
the Option Agreement.

8. OPTION EXERCISE PRICE AND CONSIDERATION.

(a) The per share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be such price as is determined by the Board, but
shall be subject to the following:

(i) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time of the grant of
such Incentive Stock Option, owns stock representing more than ten percent (10%)
of the voting power of

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<PAGE>

all classes of stock of Seagate, the per Share exercise price shall be no less
than 110% of the Fair Market Value per Share on the date of grant.

(B) granted to any Employee other than an Employee
described in the preceding paragraph, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the date of grant.

(ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator.

(b) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (1) cash,
(2) check, (3) promissory note, (4) 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 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, (5) delivery of a properly executed
exercise notice together with such other documentation as the Administrator and
the broker, if applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay the
exercise price, or (6) any combination of the foregoing methods of payment. 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.

9. EXERCISE OF OPTION.

(a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Unless
otherwise provided in the Option Agreement, each Option shall be exercisable to
twenty-five percent (25%) of the shares subject to the Option twelve months
after the vesting commencement date set forth in the Option Agreement and
twenty-five percent (25%) of the shares subject to the Option each twelve months
thereafter.

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 8(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. As promptly as practicable after
receipt of such written notification and payment, the Company shall deliver to
the optionee certificates for the number of shares with respect to which such
option has been so exercised, issued in the optionee's name; PROVIDED, HOWEVER,
that such delivery shall

-7-

<PAGE>

be deemed effected for all purposes when a stock transfer agent of the Company
shall have deposited such certificates in the United States mail, addressed to
the optionee, at the address specified pursuant to this paragraph 5(d). 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 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) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. In the
event of termination of an Optionee's Continuous Status as an Employee or
Consultant with the Company (but not in the event of an Optionee's change of
status from Employee to Consultant, in which case an Employee's Incentive Stock
Option shall automatically convert to a Nonstatutory Stock Option on the ninety-
first (91st) day following such change of status, or from Consultant to
Employee), such Optionee may, but only within such period of time as is
determined by the Administrator, of at least thirty (30) days, with such
determination in the case of an Incentive Stock Option not exceeding three (3)
months after the date of such termination (but in no event later than the
expiration date of the term of such Option as set forth in the Option
Agreement), exercise his or her Option to the extent that Optionee was entitled
to exercise it at the date of such termination. To the extent that Optionee was
not entitled to exercise the Option at the date of such termination, or if
Optionee does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate.

(c) DISABILITY OF OPTIONEE. In the event of termination of an
Optionee's consulting relationship or Continuous Status as an Employee as a
result of his or her disability, Optionee may, but only within twelve (12)
months from the date of such termination (and in no event later than the
expiration date of the term of such Option as set forth in the Option
Agreement), exercise the Option to the extent otherwise entitled to exercise it
at the date of such termination; PROVIDED, HOWEVER, that if such disability is
not a "DISABILITY" as such term is defined in Section 22(e)(3) of the Code, in
the case of an Incentive Stock Option such Incentive Stock Option shall
automatically convert to a Nonstatutory Stock Option on the day three months and
one day following such termination. To the extent that Optionee is not entitled
to exercise the Option at the date of termination, or if Optionee does not
exercise such Option to the extent so entitled within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.

(d) DEATH OF OPTIONEE. In the event of the death of an Optionee, the
Option may be exercised at any time within twelve (12) months following the date
of death (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant), 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 Optionee was entitled to exercise the Option at the
date of death. If, at the time of death, the Optionee was not entitled to
exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall immediately revert to the Plan. If, after death,
the Optionee's estate or a person who acquired the right to exercise the Option
by bequest or inheritance does not exercise the Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

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(e) RULE 16b-3. Options granted to persons subject to Section 16(b)
of the Exchange Act must comply with 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.

(f) BUYOUT PROVISIONS. The Administrator may at any time offer to
buy out for a payment in cash or Shares, an Option previously granted, based on
such terms and conditions as the Administrator shall establish and communicate
to the Optionee at the time that such offer is made.

10. NON-TRANSFERABILITY OF OPTIONS. Options 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, only by the Optionee.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any
required action by the stockholders of Seagate, the number of shares of Common
Stock covered by each outstanding Option, and the number of shares of Common
Stock which have been authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of as-converted shares of
Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock. Any adjustment made
pursuant to this Section shall be determined by the Administrator, whose
determination in that respect shall be final, binding and conclusive.

12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for
all purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the Board. Notice
of the determination shall be given to each Employee or Consultant to whom an
Option 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 422 of the Code (or any other applicable law or regulation,
including the requirements of the NASD or an established stock exchange),
Seagate 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 Options already granted, and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and
Seagate.

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14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option 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, 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
Seagate with respect to such compliance.

As a condition to the exercise of an Option, Seagate may require the
person exercising such Option 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 Seagate, such a representation is required by any of the
aforementioned relevant provisions of law.

15. AGREEMENTS. Options shall be evidenced by written agreements in such
form as the Board shall approve from time to time.

16. STOCKHOLDER APPROVAL. Continuance of the Plan shall be subject to
approval by the stockholders of Seagate within twelve (12) months before or
after the date the Plan is adopted. Such stockholder approval shall be obtained
in the degree and manner required under applicable state and federal law and the
rules of any stock exchange upon which the Common Stock is listed.

17. INFORMATION TO OPTIONEES AND PURCHASERS. Seagate shall provide to
each Optionee, not less frequently than annually, copies of annual financial
statements. Seagate shall also provide such statements to each individual who
acquires Shares pursuant to the Plan while such individual owns such Shares.
Seagate shall not be required to provide such statements to key employees whose
duties in connection with the Company assure their access to equivalent
information.

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SEAGATE TECHNOLOGY, INC.

ARCADA HOLDINGS, INC.

1994 STOCK OPTION PLAN

(b) PURPOSES OF THE PLAN. The purposes of this Stock Option Plan are
to attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and to promote the success of the Company's business. Options
granted under the Plan may be incentive stock options (as defined under Section
422 of the Code) or nonstatutory stock options, as determined by the
Administrator at the time of grant of an option and subject to the applicable
provisions of Section 422 of the Code, as amended, and the regulations
promulgated thereunder.

2. DEFINITIONS. As used herein, the following definitions shall apply:

(a) "ADMINISTRATOR" means the Board or any of its Committees
appointed pursuant to Section 4 of the Plan.

(b) "BOARD" means the Board of Directors of Seagate.

(d) "COMMITTEE" means a Committee appointed by the Board of Directors
in accordance with Section 4 of the Plan.

(e) "COMMON STOCK" means the Common Stock of Seagate.

(f) "COMPANY" means collectively Seagate and each Parent and
Subsidiary of Seagate.

(g) "CONSULTANT" means any person who engaged by the Company to
render consulting or advisory services and is compensated for such services, and
any director of the Company, whether compensated for such services or not. If
and in the event the Company registers any class of any equity

<PAGE>

security pursuant to 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.

(h) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means that the
employment or consulting relationship with the Company is not interrupted or
terminated. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or any successor of
the Company. A leave of absence approved by the Company shall include sick
leave, military leave, or any other personal leave approved by an authorized
representative of the Company. For purposes of Incentive Stock Options, no such
leave may exceed 90 days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract, including Company policies. If reemployment
upon expiration of a leave of absence approved by the Company is not so
guaranteed, on the ninety-first (91st) day of such leave any Incentive Stock
Option held by the Optionee shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock Option.

(i) "EMPLOYEE" means any person, including officers and directors,
employed by the Company. The payment of a director's fee by the Company shall
not be sufficient to constitute "employment" by the Company.

(j) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

(k) "FAIR MARKET VALUE" means, as of any date, the value of Common
Stock determined as follows:

(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
Administrator.

(l) "INCENTIVE STOCK OPTION" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code.

(m) "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an Incentive Stock Option.

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(n) "OFFICER" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

(o) "OPTION" means a stock option granted pursuant to the Plan.

(p) "OPTIONED STOCK" means the Common Stock subject to an Option.

(q) "OPTIONEE" means an Employee or Consultant who receives an
Option.

(r) "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424 of the Code.

(s) "PLAN" means this 1994 Stock Option Plan.

(t) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 11 below.

(u) "SUBSIDIARY" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424 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 optioned and sold
under the Plan is 1,236,000 Shares or such lesser number of Shares as are
subject to Options under the Plan on the date the merger of Sub with and into
Arcada is consummated as contemplated by the Reorganization Agreement and the
Merger Agreement. The Shares may be authorized, but unissued, or reacquired
Common Stock.

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.

Should the Company reacquire Shares which were issued pursuant to the
exercise of an Option, such Shares shall not become available for future grant
under the P1an. However, if unvested Shares are repurchased by the Company at
their original purchase price, and the original purchaser of such Shares did not
receive any benefits of ownership of such Shares, such Shares shall become
available for future grant under the Plan. For purposes of the preceding
sentence, voting rights shall not be considered a benefit of Share ownership.

4. ADMINISTRATION OF THE PLAN.

(a) INITIAL PLAN PROCEDURE. Prior to the date, if any, upon which
Seagate becomes subject to the Exchange Act, the Plan shall be administered by
the Board or a committee appointed by the Board.

(b) PLAN PROCEDURE AFTER THE DATE, IF ANY UPON WHICH SEAGATE BECOMES
SUBJECT TO THE EXCHANGE ACT.

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(i) ADMINISTRATION WITH RESPECT TO DIRECTORS AND OFFICERS. With
respect to grants of Options to Employees or Consultants who are also officers
or directors of the Company, the Plan shall be administered by (A) the Board if
the Board may administer the Plan in compliance with Rule 16b-3 promulgated
under the Exchange Act or any successor thereto ("Rule 16b-3") with respect to a
plan intended to qualify thereunder as a discretionary plan, or (B) 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
with respect to a plan intended to qualify thereunder as a discretionary plan.
Once appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. 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, all to the extent
permitted by Rule 16b-3 with respect to a plan intended to qualify thereunder as
a discretionary plan.

(ii) MULTIPLE ADMINISTRATIVE BODIES. If permitted by Rule 16b-3,
the Plan may be administered by different bodies with respect to directors, non-
director officers and Employees who are neither directors nor officers.

(iii) ADMINISTRATION WITH RESPECT TO CONSULTANTS AND OTHER
EMPLOYEES. With respect to grants of Options to Employees or Consultants who
are neither directors nor officers of the Company, the Plan shall be
administered by (A) the Board or (B) a committee designated by the Board, which
committee shall be constituted in such a manner as to satisfy the legal
requirements relating to the administration of incentive stock option plans, if
any, of applicable state corporate and securities laws, of the Code, and of any
applicable stock exchange (the "Applicable Laws"). Once appointed, such
Committee shall continue to serve in its designated capacity until otherwise
directed by the Board. 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, all to the extent permitted by the Applicable Laws.

(i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(k) of the Plan;

(ii) to select the Consultants and Employees to whom Options may
from time to time be granted hereunder;

(iii) to determine whether and to what extent Options are
granted hereunder;

(iv) to determine the number of shares of Common Stock to be
covered by each such award granted hereunder;

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(v) to approve forms of agreement for use under the Plan,
which forms may differ with respect to individual optionees;

(vi) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or the Shares relating
thereto, based in each case on such factors as the Administrator, in its sole
discretion, shall determine;

(vii) to determine whether and under what circumstances an
Option may be settled in cash under subsection 9(f) instead of Common Stock;

(ix) to provide for the early exercise of Options for the
purchase of unvested Shares, subject to such terms and conditions as the
Administrator may determine; and

(x) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan.

(d) EFFECT OF ADMINISTRATOR'S DECISION. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees and any other holders of any Options.

5. ELIGIBILITY.

(b) Each Option shall be designated in the written option agreement
as either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair Market
Value of the Shares underlying Incentive Stock Options are exercisable for the
first time by any Optionee during any calendar year (under all plans of the
Company) in excess of $100,000, such excess shall be treated as Nonstatutory
Stock Options.

(c) For purposes of Section 5(b), Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time the Option with respect
to such Shares is granted.

(d) The Plan shall not confer upon any Optionee any right with
respect to continuation of employment or consulting relationship with the
Company, nor shall it interfere in any way with his or her right

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<PAGE>

or the Company's right to terminate his or her employment or consulting
relationship at any time, with or without cause.

(e) Upon Seagate or a successor corporation issuing any class of
common equity securities required to be registered under Section 12 of the
Exchange Act or upon the Plan being assumed by a corporation having a class of
common equity securities required to be registered under Section 12 of the
Exchange Act, the following limitations shall apply to grants of Options to
Employees:

(i) No Employee shall be granted, in any fiscal year of
Seagate, Options to purchase more than 1,000,000 Shares; provided, however, that
Seagate may make an additional one-time grant of up to 1,000,000 Shares to
newly-hired Employees.

(ii) The foregoing limitation shall be adjusted proportionately
in connection with any change in Seagate's capitalization as described in
Section 11(a).

(iii) If an Option is canceled (other than in connection with
a transaction described in Section 11), the canceled Option will be counted
against the limit set forth in Section 5(e)(i). For this purpose, if the
exercise price of an Option is reduced, the transaction will be treated as a
cancellation of the Option and the grant of a new Option.

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 Seagate, 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. TERM OF OPTION. The term of each Option shall be the term stated in
the Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof. However, in the case of an Incentive
Stock 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 Seagate, the term of the Option shall be five (5) years from
the date of grant thereof or such shorter term as may be provided in the Option
Agreement.

8. OPTION EXERCISE PRICE AND CONSIDERATION.

(a) The per share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be such price as is determined by the Board, but
shall be subject to the following:

(i) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time of the grant of
such Incentive Stock Option, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of Seagate, the per Share exercise
price shall be no less than 110% of the Fair Market Value per Share on the date
of grant.

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(ii) In the case of a Nonstatutory Stock Option

(A) granted to a 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 Seagate, the per Share exercise price shall be
no less than 110% of the Fair Market Value per Share on the date of the grant.

(B) granted to any person, the per Share exercise price
shall be no less than 85% 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, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (1) cash, (2)
check, (3) promissory note, (4) 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 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, (5) delivery of a properly executed
exercise notice together with such other documentation as the Administrator and
the broker, if applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay the
exercise price, or (6) any combination of the foregoing methods of payment. 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.

9. EXERCISE OF OPTION.

(a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option
granted hereunder shall be exercisable 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.

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 8(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. The Company shall issue (or cause
to be issued) such stock certificate promptly upon exercise of the Option. No
adjustment will be made

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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.

(b) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. Upon
termination of an Optionee's Continuous Status as an Employee or Consultant,
other than upon the Optionee's death or disability, the Optionee may exercise
his or her Option, but only within such period of time as is specified in the
Notice of Grant, and only to the extent that the Optionee was entitled to
exercise it at the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Notice of Grant). In
the absence of a specific time in the Notice of Grant, the Option shall remain
exercisable for 90 days following the Optionee's termination. In the case of an
Incentive Stock Option, such period of time for exercise shall not exceed ninety
(90) days from the date of termination. Notwithstanding the above, in the event
of an Optionee's change in status from Consultant to Employee or Employee to
Consultant, an Option held by the Optionee shall not automatically terminate
solely as a result of such change in status. However, an Incentive Stock Option
shall cease to be treated as an Incentive Stock Option and shall be treated for
tax purposes as a Nonstatutory Stock Option on the ninety-first (91st) day
following such change of status. If, at the date of termination, the Optionee
is not entitled to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

(c) DISABILITY OF OPTIONEE. In the event of termination of an
Optionee's consulting relationship or Continuous Status as an Employee as a
result of his or her disability, Optionee may, but only within twelve (12)
months from the date of such termination (and in no event later than the
expiration date of the term of such Option as set forth in the Option
Agreement), exercise the Option to the extent otherwise entitled to exercise it
at the date of such termination; provided, however, that if such disability is
not a "disability" as such term is defined in Section 22(e)(3) of the Code, in
the case of an Incentive Stock Option such Incentive Stock Option shall, on the
ninety-first (91st) day following such termination, cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option. To the extent that Optionee is not entitled to exercise the
Option at the date of termination, or if Optionee does not exercise such Option
to the extent so entitled within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

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to exercise the Option by bequest or inheritance does not exercise the Option
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

(e) RULE 16B-3. Options granted to persons subject to Section 16(b)
of the Exchange Act must comply with 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.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

(a) CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders of Seagate, the number of shares of Common Stock covered by each
outstanding Option, and the number of shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option, as well as the price per share of Common Stock covered by each
such outstanding Option, 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.

(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of Seagate, the Board shall notify the Optionee at
least fifteen (15) days prior to such proposed action. To the extent it has not
been previously exercised, the Option will terminate immediately prior to the
consummation of such proposed action.

(c) MERGER OR ASSET SALE. In the event of a merger of Seagate with
or into another corporation, or the sale of substantially all of the assets of
Seagate, each Option shall be assumed or an equivalent option shall be
substituted by such successor corporation (including as a "successor" any
purchaser of substantially all of the assets of Seagate) or a parent or
subsidiary of such successor corporation. If, in such event, the Option is not
assumed or substituted, the Option shall terminate as of the date of the closing
of the merger. For the purposes of this paragraph, the Option shall be
considered assumed if, following the merger, the option confers the right to
purchase, for each Share of Optioned Stock subject to the Option immediately

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prior to the merger; the consideration (whether stock, cash, or other securities
or property) received in the merger by holders of Common Stock for each Share
held on the effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger was not solely common stock of the
successor corporation or its Parent, the Administrator may, with the consent of
the successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share of Optioned Stock subject to the Option,
to be solely common stock of the successor corporation or its Parent equal in
fair market value to the per share consideration received by holders of Common
Stock in the merger.

13. AMENDMENT AND TERMINATION OF THE PLAN.

15. RESERVATION OF SHARES. Seagate, 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.

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<PAGE>

The inability of Seagate to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by Seagate's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
Seagate 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. AGREEMENTS. Options shall be evidenced by written agreements in such
form as the Board shall approve from time to time.

17. STOCKHOLDER APPROVAL. Continuance of the Plan shall be subject to
approval by the stockholders of Seagate within twelve (12) months before or
after the date the Plan is adopted. Such stockholder approval shall be obtained
in the degree and manner required under applicable state and federal law and the
rules of any stock exchange upon which the Common Stock is listed.

18. INFORMATION TO OPTIONEES AND PURCHASERS. Seagate shall provide to
each Optionee, not less frequently than annually, copies of annual financial
statements. Seagate shall also provide such statements to each individual who
acquires Shares pursuant to the Plan while such individual owns such Shares.
Seagate shall not be required to provide such statements to key employees whose
duties in connection with the Company assure their access to equivalent
information.

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<PAGE>

WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION

650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 415-493-9300 FACSIMILE 415-493-6811

EXHIBIT 5.1

February 20, 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 20, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 914,030 shares of your
Common Stock under the Conner Peripherals, Inc. -- Arcada Holdings, Inc. Stock
Option Plan and the Arcada Holdings, Inc. 1994 Stock Option Plan. Such shares
of Common Stock are referred to herein as the "Shares," and such plans 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

<PAGE>
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. -- Arcada Holdings, Inc.
Stock Option Plan and the Arcada Holdings, Inc. 1994 Stock Option 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 15, 1996

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<PAGE>
EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (relating to Conner Peripherals, Inc.--Arcada Holdings,
Inc. Stock Option Plan and the Arcada Holdings, Inc. 1994 Stock Option Plan) of
Seagate Technology, Inc. of our report dated January 11, 1995, except as to
Note 15 which is dated as of July 25, 1995, appearing on page 21 of Conner
Peripherals, Inc.'s Annual Report on Form 10-K/A for the year ended December 31,
1994, which is incorporated by reference in Seagate Technology, Inc.'s Form 8-K
relating to the merger of Conner Peripherals, Inc. with Athena Acquisition
Corporation, a wholly owned subsidiary of Seagate Technology, Inc. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on Page S-2 of such Annual Report on
Form 10-K/A.

/s/ Price Waterhouse LLP

Price Waterhouse LLP
San Jose, California
February 16, 1996

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