Seagate 2012 Annual Report Download - page 145

benefits due upon a Termination Event outside a Change in Control Period) shall be paid prior to the effective date of a Change in Control.
(j)
Code means the Internal Revenue Code of 1986, as amended. Any specific reference to a section of the Code shall be
deemed to include any regulations and other Treasury Department guidance promulgated thereunder.
(k)
Company means Seagate Technology, an exempted limited liability company incorporated under the laws of the Cayman
Islands, and any successor as provided in Section 9(c) hereof.
(l)
Disability means the physical or mental incapacitation such that for a period of six consecutive months or for an aggregate of
nine months in any 24-month consecutive period, a Potential Eligible Executive is unable to substantially perform his or her duties. Any
question as to the existence of that Potential Eligible Executive’s physical or mental incapacitation as to which the Potential Eligible Executive
or the Potential Eligible Executive’s representative and the Company cannot agree shall be determined in writing by a qualified independent
physician mutually acceptable to the Potential Eligible Executive and the Company. If the Potential Eligible Executive and the Company cannot
agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make
such determination in writing. The determination of “Disability” made in writing to the Company and the Potential Eligible Executive shall be
final and conclusive for all purposes of the benefits under this Plan.
(m)
Exchange Act means the Securities Exchange Act of 1934, as amended.
(n)
Good Reason means a Potential Eligible Executive’s resignation of his or her employment with the Parent or a subsidiary as
a result of the occurrence of one or more of the following actions without such Potential Eligible Executive’s express written consent, which
action or actions remain uncured for at least 30 days following written notice from such Potential Eligible Executive to the Parent describing the
occurrence of such action or actions and asserting that such action or actions constitute grounds for a Good Reason resignation, which notice
must be provided by the Potential Eligible Executive no later than 90 days after the initial existence of such condition, provided that such
resignation occurs no later than 60 days after the expiration of the cure period: (i) any material diminution in the level of such Potential Eligible
Executive’s Level, authority or duties; (ii) a reduction of 10% or more in the level of the base salary or target bonus opportunity to be provided
to such Potential Eligible Executive, other than a reduction that is equivalent to the reduction in base salaries and/or target bonus opportunities,
as applicable, imposed on all other executives of the Parent at a similar level within the Parent; (iii) the relocation of such Potential Eligible
Executive to a principal place of employment that increases such Potential Eligible Executive’s one-way commute by more than 50 miles; or
(iv) the failure of any successor to the business of the Parent or to substantially all of the assets and/or business of the Parent to assume the
Company’s obligations under this Plan as required by Section 9(c).
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