Seagate 2009 Annual Report Download - page 176

2.7 “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.
2.8 “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 a Director or Directors who are
compensated by the Company solely for their services as a Director.
2.9 “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 the Company or an
Affiliate, including sick leave, military leave or any other personal leave.
2.10 “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.
2.11 “Director” means a member of the Board of Directors of the Company.
2.12 “Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code for all
Incentive Stock Options. For all other Share Awards, “Disability” means physical or mental incapacitation such that for a period of six (6)
consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period, a person is unable to substantially
perform his or her duties. Any question as to the existence of that person’s physical or mental incapacitation as to which the person or person’s
representative and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the
person and the Company. If the person and the Company or an Affiliate cannot agree as to a qualified independent physician, each shall appoint
such a physician and those two (2) physicians shall select a third (3 )who shall make such determination in writing. The determination of
Disability made in writing to the Company or an Affiliate and the person shall be final and conclusive for all purposes of the Share Awards.
2.13 “Eligible Director” means any Director who: (i) is not employed by the Company and (ii) does not receive a financial
management fee from the Company and is not employed by any entity that receives such a fee.
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