Seagate 2012 Annual Report Download - page 204

(unless payment of interest is required by local law), the payroll deductions credited to Participants’ accounts to such Participants, or
(ii) set an earlier Purchase Date with respect to an Offering Period and Purchase Period then in progress.
15.
ADMINISTRATION
15.1
The Board or the Compensation Committee shall appoint a committee of one or more individuals to administer the Plan (the “
Committee ”), which, unless otherwise specified by the Board, shall consist of the members of the Corporation’s Benefits and
Administrative Committee, as constituted from time to time in accordance with its charter, and generally made up of senior members of
management from the Corporation’
s Legal, Finance and Human Resources functions. The Committee will serve for such period of time
as the Board or the Compensation Committee of the Board may specify and whom the Board or the Compensation Committee of the
Board may remove at any time. The Committee will have the authority and responsibility for the day-to-day administration of the Plan,
the authority and responsibility specifically provided in this Plan and any additional duty, responsibility and authority delegated to the
Committee by the Board or the Compensation Committee of the Board. The Committee shall have full power and authority to adopt,
amend and rescind any rules and regulations which it deems desirable and appropriate for the proper administration of the Plan, to
construe and interpret the provisions and supervise the administration of the Plan, to make factual determinations relevant to Plan
entitlements and to take all action in connection with administration of the Plan as it deems necessary or advisable, consistent with the
delegation from the Board or the Compensation Committee of the Board. The Committee may delegate to one or more individuals the
day-to-day administration of the Plan, to the extent permitted by Applicable Law. The Board, the Compensation Committee of the
Board and the Committee reserve the right to administer the Plan, to the extent such right otherwise exists, regardless of any delegation
of authority such body may have previously made. Decisions of the Board, the Compensation Committee of the Board and the
Committee, as applicable, shall be final and binding upon all participants. The Corporation shall pay all expenses incurred in the
administration of the Plan.
15.2
In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the
Corporation and subject to section 200 of the Companies Act, members of the Board and of the Committee shall be indemnified by the
Corporation against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of
any action taken or failure to act under or in connection with the Plan, or any right granted under the Plan, and against all amounts paid
by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Corporation) or paid
by them in satisfaction of a judgment in any such action, suit or
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