Seagate 2009 Annual Report Download - page 172

EXHIBIT A
SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY COMPENSATION RECOVERY FOR FRAUD OR MISCONDUCT
POLICY
Effective January 29, 2009
The Seagate Technology Public Limited Company Compensation Recovery for Fraud or Misconduct Policy is intended to support accurate
disclosure by recovering compensation paid to an executive covered by this policy where such compensation was based on incorrectly reported
financial results due to the fraud or willful misconduct of the executive who received such compensation.
Employees Covered :
“Executive” is defined as U.S. employees of Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland
with limited liability, or one of its subsidiaries (the “Company”) at the Senior Vice President level or above and any other officers subject to
Section 16 of the Securities Exchange Act of 1934, as amended.
Compensation Covered :
The repayment and other obligations of an Executive described in this policy apply to any bonus paid, share grant issued (whether or not vested)
and/or vested during the covered period, or share option exercised during the covered period, defined as the period commencing with the later of
the effective date of this policy or the date that is four years prior to beginning of the fiscal year in which a restatement is announced and ending
on the date recovery is sought pursuant to this policy; provided, however, that in no event shall this policy apply to any share or option award
granted before the effective date of this policy.
Fraud or Misconduct:
For the purposes of this policy, “Fraud” or “Misconduct” shall mean any of the following events that are significant contributing factors to a
restatement of the Company’s financial results, as determined pursuant to “Determination of Fraud or Misconduct”,
below: (A) embezzlement or
theft by the Executive, (B) the commission of any act or acts on the Executive’s part resulting in the conviction (or plea of guilty or nolo
contendere) of such Executive of a felony under the laws of the United States or any state (or equivalent law of any jurisdiction outside of the
United States), (C) Executive’s willful malfeasance or willful misconduct in connection with Executive’s financial reporting obligations for the
Company, or (D) Executive’s other misrepresentation, act, or omission which is materially injurious to the Company’s financial reporting
obligations.
Recovery Event:
A recovery event occurs when:
•
The Company issues a restatement of financial results, and
•
The independent members of the Board of Directors determine in good faith that the Fraud or Misconduct of an Executive covered by
this policy was a significant contributing factor to such restatement, and