Seagate 2009 Annual Report Download - page 149

(e) “Company” means Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland with
limited liability under registered number 480010, or any successor thereto.
(f) “Consultant” means any person, including an advisor, (i) engaged by the Company or an Affiliate to render consulting or
advisory services and who is compensated for such services or (ii) who is a member of the Board of Directors of an Affiliate. However, the term
“Consultant” shall not include either Directors who are not compensated by the Company for their services as Directors or Directors who are
merely paid a director’s fee by the Company for their services as Directors.
(g) “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee,
Director or Consultant, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or
Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the
Participant’s Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a
Director will not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that party’s sole
discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party,
including sick leave, military leave or any other personal leave.
(h) “Covered Employee” means the chief executive officer and the four (4) other highest compensated officers of the Company
for whom total compensation is required to be reported to shareholders under the Exchange Act, as determined for purposes of Section 162(m) of
the Code.
(i) “Director” means a member of the Board of Directors of the Company.
(j) “Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code.
(k) “Employee” means any person employed by the Company or an Affiliate. Mere service as a Director or payment of a
director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.
(l) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
(m) “Fair Market Value” means, as of any date, the value of the Ordinary Shares determined as follows:
(i) If the Shares are listed on any established stock exchange or traded on the Nasdaq Global Select Market or the
Nasdaq Capital Market, the Fair Market Value of a Share shall be the arithmetic mean of the high and the low selling prices of the
Shares as reported on such date on the Composite Tape of the principal national securities exchange on which the Shares are listed or
admitted to trading, or if no Composite Tape exists for such national securities exchange on such date, then on the principal national