Seagate 2009 Annual Report Download - page 218

For purposes of the Award, the “Adjusted non-GAAP EPS” (AEPS), shall mean diluted EPS under GAAP, excluding the impact of non-
operating activities and material, unusual or nonrecurring gains and losses, accounting charges or other extraordinary events which were not
budgeted and were not foreseen at the time the applicable AEPS performance target was established. Each year, in evaluating the performance
against the applicable performance target(s), the Compensation Committee of the Board of Directors (the “Compensation Committee”) shall,
fairly and appropriately, and to the extent consistent with Section 162(m) of the Code, interpret the calculation of AEPS to reflect non-operating
activities such as unforeseen, unbudgeted gains, losses, charges or events, including:
Non
-operating adjustments: These adjustments would generally be the same as those items the Company would adjust in its non-GAAP
financial results in its quarterly press releases and would include such items as merger or acquisition related charges, legal claims, legal
judgments or settlements. In addition, these non
-operating adjustments would also include the effects of charges for restructuring &
reorganization plans, discontinued operations, asset write downs, extraordinary items (as defined under GAAP) and all items of gain, loss or
expense determined to be extraordinary or unusual in nature or related to divestitures or disposal of a segment or significant part of a business.
Changes in accounting principles or standards: These adjustments would include those related to a change in accounting principle (including
the cumulative effect of accounting changes) as determined in accordance with Statement of Financial Standards No. 154, Accounting Changes
and Error Corrections or other applicable or successor accounting provisions. These adjustments would also include those that the
Compensation Committee in good faith determines require adjustment because of changes in accounting standards promulgated by accounting
standard setters, such as future potential voluntary or mandatory adoption of International Financial Reporting Standards (IFRS). In each case
these adjustments will be determined in accordance with GAAP or as identified in the Company’s financial statements or notes to the financial
statements
Tax related adjustments: These adjustments would include those related to the effect of changes in tax law or other such law as well as tax
adjustments directly attributable to mergers & acquisitions or other non-operating adjustments above.
The above list of adjustments is not meant to be comprehensive, but rather to provide examples of those adjustments appropriate to make in
order to carry out the Compensation Committee’s intent of mitigating the unbudgeted impact of material, unusual or nonrecurring gains and
losses, accounting charges or other extraordinary events not foreseen at the time the Compensation Committee established the original AEPS
targets.