Seagate 2009 Annual Report Download - page 173

• During the covered period, (i) some or all of a bonus previously paid or performance-based share grant that vested prior to such
restatement, in either case, having a value of at least $100,000, would not have been paid or become vested, as applicable, based upon
the restated financial results, (ii) the Executive exercised one or more share options, sold the Company’s shares acquired upon such
exercises and in the aggregate realized proceeds of at least $100,000 or (iii) the Executive sold the Company’
s shares attributable to one
or more non-performance-based share grants and in the aggregate realized proceeds of at least $100,000.
Determination of Fraud or Misconduct :
The determination of whether an Executive’s Fraud or Misconduct was a significant contributing factor to the Company’s restatement of
financial results shall only be made by the affirmative vote of a majority of all of the independent members of the Board at an in-person meeting
of the independent members of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the
Executive, with or without legal counsel, is given an opportunity to be heard at such meeting). Any determination by the Board pursuant to this
policy shall be subject to the Executive’
s right to review by an arbitrator pursuant to procedures set forth in the Seagate Executive Severance and
Change of Control Plan, a copy of which is attached hereto.
Repayment Obligation :
Upon receiving from the Company the revised calculations and determination of the independent members of the Board setting forth the amount
of a previously paid bonus or bonuses that would not have been paid and/or a performance-based share grant or grants that would not have
vested, in all cases based upon the restated financial results, and/or the proceeds of sales of shares acquired upon the exercise of share options or
following the vesting of any non-performance-based share grants, the affected Executive will be required to deliver, within 30 days of such
written notification of the amount due, to the Company an amount in equal to: (i) the bonus payments that would not have been made during the
covered period had the restated financial results been used to determine such bonus awards; (ii) with respect to a performance-based share grant
that was issued and/or vested during the covered period, an amount in cash or equivalent value in the Company’s shares (or a combination of the
two) equal to the net proceeds realized by the Executive upon the issuance and, if applicable, subsequent sale of any shares that would not have
been issued or vested based upon the restated financial results; (iii) with respect to any share option that was exercised during the covered period,
an amount in cash equal to the net proceeds realized by the Executive upon the sale during the covered period of some or all of the shares
acquired upon the exercise of such share option; and (iv) with respect to the sale of shares following the vesting of any non-performance-based
share grant, an amount in cash determined by the independent members of the Board to be attributable to the Executive’s Fraud or Misconduct.
The Executive shall also immediately comply with any instructions delivered by the Company with respect to any of the Company’s shares that
have not yet been sold or otherwise disposed of and would not have been issued or vested based upon the restated financial results. For this
purpose, “net proceeds” shall be net of any brokerage commissions and amounts paid to the Company to satisfy the aggregate exercise price
and/or tax withholding obligations paid in respect of the award. With respect to amounts to be paid in cash, the form of payment may be a
certified cashier check, money transfer, or other method as approved by the Board of Directors.
Other Terms :
The Company shall be able to enforce the repayment obligation described in this policy by all legal means available, including, without
limitation, by withholding such amount from other sums owed to the affected Executive.