Seagate 2012 Annual Report Download - page 146

(o)
IRS means the Internal Revenue Service.
(p) Level means a Potential Eligible Executive’s level or title as in effect on the Termination Date (or if greater, on the date on
which an event constituting Good Reason arose).
(q)
Non-U.S. Eligible Executive means any Eligible Executive not employed in the United States of America, including its
territories and possessions, on the date of a Termination Event and who is not on assignment to a non-U.S. jurisdiction.
(r)
Non-U.S. Benefit
means, in the case of a Termination Event occurring during a Change in Control Period, an amount equal to
the Thailand Severance Pay Amount, the Malaysia Severance Pay Amount, the Singapore Severance Pay Amount or the U.K. Severance Pay
Amount, in each case as specified in the applicable Benefits Schedule for a Non-U.S. Eligible Executive, plus the number of months of Target
Bonus specified in such applicable Benefits Schedule.
(s) Parent means Seagate Technology plc, an Irish public limited company.
(t)
Pay means a Potential Eligible Executive’s monthly base pay at the rate in effect on the Termination Date (or if greater, on
the date on which an event constituting Good Reason arose).
(u)
Payment Confirmation Date means the date on which the Release and Covenants Documents required by Section 2(a)(ii) of
this Plan become irrevocable; provided, however, if the Release Period spans two calendar years, then the Payment Confirmation Date will be
the first payroll date that occurs in the calendar year following the calendar year in which the Release and Covenants Documents become
irrevocable.
(v)
Plan means this Fifth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan.
(w) Prior Year Bonus means, in respect of a Termination Event occurring outside of a Change in Control Period but prior to the
payment date for the annual incentive bonus, the annual incentive bonus earned by an Eligible Executive for the year preceding the year in which
the Termination Event occurs. If payable, the Prior Year Bonus shall be paid to the Eligible Executive at the same time that annual incentive
bonuses are otherwise paid to the Company’s executives.
(x)
Pro Rata Bonus for an Eligible Executive who is not a Non-U.S. Eligible Executive and whose Termination Event occurs
outside of a Change in Control Period shall be calculated in relation to the fiscal year during which termination takes place, as set forth in this
Section 3(x):
(i)
If the Eligible Executive either was a “covered employee” within the meaning of Section 162(m) of the Code for the
last fiscal year of the Parent completed prior to the Termination Event or, based on such Eligible Executive’
s compensation paid through the date
of the Termination Event, such Eligible Executive is projected, in the sole and reasonable determination of
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