Seagate 2012 Annual Report Download - page 212

Exhibit 10.46
Seagate Technology plc
FY2014 Non-Management Board Member Compensation
as approved by the Board of Directors on July 23, 2013, with an effective date of October 30, 2013
Director Share Grants
•
Unless otherwise determined by the Board, each newly appointed or elected non-management director will receive an initial restricted
share unit grant equal in number to $250,000 divided by the average closing share price for the quarter prior to the grant and rounded to
the nearest whole share. If the appointment occurs other than in connection with the election of directors, this dollar amount shall be
prorated. In addition, if the new director was, prior to commencement of Board service, an officer or member of the board of directors
of an entity acquired by Seagate, the Board may decide to award a lesser number of shares. The grant date for these awards shall be the
date of the director’s election or appointment. Each restricted share unit grant will vest on the earlier of the one-year anniversary of the
grant date and the day prior to the next election of directors at an Annual General Meeting (AGM). All restricted share unit grants
become fully vested in the event of a “Change in Control” of Seagate.
•
Unless otherwise determined by the Board, each year at the AGM, each non-management director who is elected to the Board shall
automatically receive a grant of restricted share units equal in number to $250,000 divided by the average closing share price for the
quarter prior to the grant and rounded to the nearest share. The grant date for these awards shall be the date of the AGM. Each restricted
share unit grant will vest on the earlier of the one-year anniversary of the grant date and the day prior to the next election of directors at
an AGM. All restricted share unit grants become fully vested in the event of a “Change in Control” of Seagate.
Cash Compensation
•
Directors in good standing are paid their annual cash retainers in four equal installments at each regularly scheduled quarterly board
meeting. Newly appointed Directors are paid beginning with the first fiscal quarter of the first Board meeting they attend.
•
Directors serving on Committees (as chairperson or member) and the director serving as the Lead Independent Director are paid annual
retainers in addition to the annual cash compensation for service as a member of the Board, as set forth below.
Annual cash compensation for service as non
-executive Chairperson: $150,000 ($37,500.00 per quarter)
Annual cash compensation for service as a member of the Board:
$80,000 ($20,000.00 per quarter)
Annual cash compensation for service as Lead Independent Director:
$30,000 ($7,500.00 per quarter)
Annual cash compensation for committee service:
Travel expense reimbursements:
Directors are reimbursed for all reasonable expenses related to traveling to Board meetings.
Seagate Technology plc Confidential
Audit Committee
Chairperson:
$35,000
($8,750.00 per quarter)
Member:
$15,000
($3,750.00 per quarter)
Compensation Committee
Chairperson:
$30,000
($7,500.00 per quarter)
Member:
$10,000
($2,500.00 per quarter)
Nominating and Corporate Governance Committee
Chairperson:
$20,000
($5,000.00 per quarter)
Member:
$10,000
($2,500.00 per quarter)
Finance Committee
Chairperson:
$20,000
($5,000.00 per quarter)
Member:
$10,000
($2,500.00 per quarter)