Seagate 2012 Annual Report Download - page 147

the Plan Administrator, to be a “covered employee” within the meaning of Section 162(m) of the Code assuming he or she remained employed
through the end of the then current fiscal year (and so for purposes of this Plan shall be considered to be “subject to Section 162(m) of the
Code”),
the Pro Rata Bonus shall be the incentive bonus calculated for the year in which the Termination Date falls based on actual performance,
determined by multiplying the bonus that would have been earned by the Eligible Executive had the executive remained in service until the date
required to earn a full bonus for that year by a fraction, the numerator of which is the number of days the Eligible Executive was employed
during the year in which the Termination Date occurs, through the Termination Date, and the denominator of which is 365. If payable in
connection with a Termination Event, the Pro Rata Bonus calculated in accordance with this Section 3(x)(i) shall be paid to the Eligible
Executive at the same time that annual incentive bonuses are otherwise paid to the Parent’s executives.
(ii)
In all other cases, the amount of the Pro Rata Bonus shall be determined based on the Accrued Bonus Funding
through the last completed fiscal quarter preceding the Termination Date, multiplied by the Eligible Executive’s then current Target Bonus,
prorated for the number of days employed during the fiscal year of the Termination Event, divided by 365. If payable in connection with a
Termination Event, the Pro Rata Bonus calculated in accordance with this Section 3(x)(ii) shall be paid to the Eligible Executive within 20
business days following the Payment Confirmation Date.
(iii)
Other than as described in Sections 3(x)(i)-(ii) above, no Pro Rata Bonus shall be payable to any Eligible Executive.
(y)
Restrictive Covenant Period means the longest period of months specified in the Eligible Executive’s Release and Covenant
Documents during which the Eligible Executive shall be required to abide by one or more of the Covenants set forth in Section 6.
(z)
Target Bonus means the Eligible Executive’s most recently approved target bonus level (expressed as a percentage of base
pay) with respect to the Bonus Plan, multiplied by the Eligible Executive’s Pay.
(aa)
Termination Date means the last date on which the Eligible Executive is in active employment status with the Company or
any Applicable Subsidiary as determined by the Plan Administrator in its sole and reasonable discretion or, solely to the extent necessary to
comply with Section 409A of the Code, such other date that constitutes a “separation from service” within the meaning of Section 409A of the
Code.
(bb)
U.S. Executive means an Eligible Executive who is a U.S. citizen or U.S. resident alien.
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