Seagate 2012 Annual Report Download - page 155

(ii)
The Board and the Compensation Committee reserve the right to amend this Plan or the benefits provided hereunder
at any time and in any manner; provided, however , that no such amendment shall materially adversely affect the interests or rights of any
Eligible Executive whose Termination Date has occurred prior to amendment of the Plan; and further provided , that during a Change in Control
Period, the Plan shall not be amended in a manner adverse to a Potential Eligible Executive without his or her written consent.
(iii)
Any action amending, suspending or terminating the Plan shall be in writing and approved by the Board or the
Compensation Committee.
(c)
Binding Effect On Successor To Company . This Plan shall be binding upon any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Parent, or upon any successor to
the Parent as the result of a Change in Control, and any such successor or assignee shall be required to perform the Company’
s obligations under
the Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment or
Change in Control had taken place. In such event, the term “Company,” as used in the Plan, shall mean the Company as hereinafter defined and
any successor or assignee as described above which by reason hereof becomes bound by the terms and provisions of this Plan.
SECTION 10. NO IMPLIED EMPLOYMENT CONTRACT.
The Plan shall not be deemed (i) to give any employee or other person any right to be retained in the employ of the Parent or any
subsidiary or (ii) to interfere with the right of the Parent or any subsidiary to discharge any employee or other person at any time and for any
reason, which right is hereby reserved.
SECTION 11. LEGAL CONSTRUCTION.
This Plan is intended to be governed by and shall be construed in accordance with the Employee Retirement Income Security Act of
1974, as amended (“ ERISA ”) and, to the extent not preempted by ERISA, the laws of the State of California, except that the Covenants as set
forth in the Release and Covenant Documents shall in all cases be governed by the laws of the State or other jurisdiction specified therein. This
Plan is intended to be (a) an employee welfare plan as defined in Section 3(1) of ERISA and (b) a “top-hat” plan maintained for the benefit of a
select group of management or highly compensated employees of the Parent or its subsidiaries. This Plan is intended to meet requirements of
Section 162(m) of the Code to provide for any payments under the Bonus Plan to qualify as performance-based compensation. Any feature of
this Plan which is found to void the qualification of all payments under the Bonus Plan as performance-based compensation shall be modified to
the extent necessary to comply with the requirements of Section 162(m) of the Code.
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