Seagate 2012 Annual Report Download - page 154

Excise Tax, then the Company or the Applicable Subsidiary shall pay to the Eligible Executive those Payments which were reduced pursuant to
this Section 8 as soon as administratively possible after the Eligible Executive pays the Excise Tax (but in any event within 30 days thereafter)
so that the Eligible Executive’s net after-tax proceeds with respect to the payment of the Payments are maximized.
SECTION 9. RIGHT TO INTERPRET PLAN; AMEND AND TERMINATE; OTHER ARRANGEMENTS; BINDING NATURE OF
PLAN.
(a)
Exclusive Discretion . The “ Plan Administrator ” shall be the Compensation Committee of the Board. The Plan
Administrator shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan, and to
construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in
connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan, the designation of the Level
relating to each applicable tier of benefits under the Plan as set forth in the Benefits Schedules, the amount of benefits paid under the Plan, the
timing of payments under the Plan and the scope and applicability of the covenants contained in the Release and Covenant Documents. Benefits
under this Plan will be paid only if the Plan Administrator decides in its sole discretion that the Eligible Executive is entitled to receive them.
The rules, interpretations, computations and other actions of the Plan Administrator shall be binding and conclusive on all persons. The Plan
Administrator’s decisions shall not be subject to review unless they are found to be unreasonable or not to have been made in good faith. The
Plan Administrator may appoint one or more individuals and delegate such of its powers and duties as it deems desirable to any such individual
(s), in which case every reference herein made to the Plan Administrator shall be deemed to mean or include the appointed individual(s) as to
matters within their jurisdiction. All reasonable expenses incurred by the Plan Administrator in connection with the administration of the Plan
shall be paid by the Company or its subsidiaries.
(b)
Term Of Plan; Termination or Suspension; Amendment; Binding Nature Of Plan.
(i)
This Plan shall be effective until July 31, 2010 and shall be extended thereafter for successive one-year periods
unless the Board or the Compensation Committee, in its sole discretion, elects not to renew the Plan prior to the date that the Plan is then
scheduled to expire. The Board or the Compensation Committee may also terminate or suspend the Plan at any time and for any reason or no
reason, which termination or suspension, as applicable, shall become effective at the end of the term described in this Section 9(b)(i), provided,
however , that no such termination or suspension shall affect the Company’s or any Applicable Subsidiary’s obligation to complete the delivery
of benefits hereunder to any Potential Eligible Executive who becomes an Eligible Executive prior to the effective time of such termination or
suspension; and further provided , that during a Change in Control Period, the Plan shall not be terminated or suspended.
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