Seagate 2012 Annual Report Download - page 144

(h)
Change in Control means the consummation or effectiveness of any of the following events:
(i)
The sale, exchange, lease or other disposition of all or substantially all of the assets of the Parent to a person or group
of related persons, as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act;
(ii) A merger, reorganization, recapitalization, consolidation or other similar transaction involving the Parent in which
the voting securities of the Parent owned by the shareholders of the Parent immediately prior to such transaction do not represent more than fifty
percent (50%) of the total voting power of the surviving controlling entity outstanding, immediately after such transaction;
(iii)
Any person or group of related persons, as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of
the Exchange Act, is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the voting securities
of the Parent (including by way of merger, takeover (including an acquisition by means of a scheme of arrangement), consolidation or
otherwise);
(iv)
During any period of two (2) consecutive years, individuals who at the beginning of such period constituted the
Board (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent was
approved by a vote of a majority of the directors of the Parent then still in office, who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board then in office;
or
(v)
A dissolution or liquidation of the Parent.
Notwithstanding the foregoing, a restructuring of the Company for the purpose of changing the domicile of the Parent (including, but
not limited to, any change in the structure of the Parent resulting from the process of moving its domicile between jurisdictions), reincorporation
of the Parent or other similar transaction involving the Parent (a “ Restructuring Transaction ”) will not constitute a Change in Control if,
immediately after the Restructuring Transaction, the shareholders of the Parent immediately prior to such Restructuring Transaction represent,
directly or indirectly, more than fifty percent (50%) of the total voting power of the surviving entity.
(i)
Change in Control Period means the period beginning on the date that is six (6) months preceding the effective date of a
Change in Control and ending on the date that is twenty-four (24) months following the effective date of the Change in Control.
For the avoidance of doubt, no enhanced benefits payable to an Eligible Executive due to a Termination Event occurring within a
Change in Control Period (that is, benefits in excess of the
4