Seagate 2013 Annual Report Download - page 142

Exhibit 10.1
FIFTH AMENDED AND RESTATED
SEAGATE TECHNOLOGY EXECUTIVE SEVERANCE AND CHANGE IN CONTROL
(CIC) PLAN
SECTION 1. INTRODUCTION.
THE FIFTH AMENDED AND RESTATED SEAGATE TECHNOLOGY EXECUTIVE SEVERANCE AND CHANGE IN
CONTROL (CIC) PLAN (the “ Plan ” or “ Severance and CIC Plan ”) was originally approved by the Board of Directors of SEAGATE
TECHNOLOGY (the “ Company ”)
on August 21, 2008 as the Seagate Technology Executive Officer Severance and Change in Control (CIC)
Plan, and became effective on September 1, 2008. The Plan was previously amended and restated on each of April 29, 2009, July 29, 2009, and
January 15, 2010 and is now further amended and restated in the form set forth herein on October 25, 2011. The purpose of the Plan is to
provide for the payment of severance benefits to Potential Eligible Executives in the event their employment with the Company or any
Applicable Subsidiary is terminated involuntarily, as provided herein, and to encourage such executives to continue as employees in the event of
a Change in Control. Except as otherwise stated herein, this Plan shall supersede any severance benefit plan, policy or practice previously
maintained by the Company or any Applicable Subsidiary (including, without limitation, the provisions of any employment agreement between
any Eligible Executive and the Company or any Applicable Subsidiary). This Plan document also serves as the Summary Plan Description for
the Plan. All capitalized terms shall have the meanings ascribed to them in the Plan.
SECTION 2. DEFINITIONS AND ELIGIBILITY FOR BENEFITS.
(a)
General Rules . Subject to the requirements set forth in this Section 2(a), the Company will grant severance benefits under
the Plan to each Eligible Executive.
(i)
“ Potential Eligible Executive ” refers to all executives employed by the Company or any Applicable Subsidiary
with the Level of vice president or above selected to participate in this Plan as indicated in the Benefits Schedules attached hereto. An “
Eligible
Executive ” is any Potential Eligible Executive, other than those excluded under this Section 2, whose employment with the Company or any
Applicable Subsidiary is either (A) terminated by such executive for Good Reason or (B) terminated by the Company or an Applicable
Subsidiary without Cause (either of (A) or (B), hereafter a “ Termination Event ”). An Eligible Executive shall be eligible for additional
benefits under this Plan if the Termination Event occurs during a Change in Control Period. The Plan shall have no applicability whatsoever for
executives employed by neither the Company nor an Applicable Subsidiary, and severance benefits available to such executives, if any, shall not
be determined by reference to the Plan, but, rather, solely in accordance with applicable law or such other contractual rights as may apply.
(ii) In order to be eligible to receive benefits under the Plan, in addition to meeting the requirements of an “Eligible
Executive” set forth in Section 2(a)(i) above, an Eligible Executive must execute within 60 days of the Eligible Employee’s receipt thereof (such
60-day period, the “ Release Period ”) (A) a general waiver and release on the form provided by the Company and (B) an agreement containing
certain covenants on the form provided by the Company