Seagate 2012 Annual Report Download - page 160

or benefit shall be made or provided, without interest, at the date which is no more than 15 days following the expiration of the six month period
measured from the Termination Date.
No payment shall be made, no benefit shall be provided and no acceleration or modification may be made under this Plan that would result in the
imposition of an additional tax under Section 409A of the Code upon a U.S. Executive. In the event that it is reasonably determined by the Plan
Administrator that, as a result of Section 409A of the Code, payments under the Plan may not be made or benefits provided at the time or in the
manner contemplated by the terms of the Plan without causing the U.S. Executive to be subject to taxation under Section 409A of the Code, the
Company or the Applicable Subsidiary will make such payment or provide such benefit on the first day that would not result in the U.S.
Executive incurring any tax liability under Section 409A of the Code and/or shall modify such payment or benefit to avoid incurring such tax
liability. Notwithstanding the foregoing, neither the Parent nor any subsidiary, nor any of their employees or representatives, shall have any
liability to the U.S. Executive with respect to the imposition of any early or additional tax under Section 409A of the Code.
For purposes of Section 409A of the Code, each payment made under this Plan shall be designated as a “separate payment” within the meaning
of Section 409A of the Code. In addition, all benefits provided under this Plan to U.S. Executives shall be made or provided in accordance with
the requirements of Section 409A of the Code including, where applicable, the requirement that (i) the amount of benefits provided during a
calendar year may not affect the benefits to be provided in any other calendar year and (ii) the right to benefits may not be subject to liquidation
or exchange for another benefit.
20
Seagate Technology Confidential
SCHEDULE A
Potential Eligible Executives employed in the United States
Seagate Technology (US) Holdings, Inc. [Delaware]
Seagate US LLC [Delaware]
Seagate Technology LLC [Delaware]
Potential Eligible Executives employed in Malaysia
Seagate International (Johor) Sdn. Bhd. [Malaysia]
Penang Seagate Industries (M) Sdn. Bhd. [Malaysia]
Potential Eligible Executives employed in Thailand
Seagate Technology (Thailand) Limited
Potential Eligible Executives employed in United Kingdom
Seagate Technology (Marlow) Limited [United Kingdom]
Seagate Technology (Ireland) [Cayman Islands]
Potential Eligible Executives employed in Singapore
Seagate Singapore International Headquarters Pte. Ltd.