Seagate 2013 Annual Report Download - page 143

and covering the matters set forth in Section 6 of this Plan, the scope and applicability of which covenants shall be determined by the Plan
Administrator in its sole discretion (collectively, the “ Release and Covenant Documents ”), which Release and Covenant Documents shall be
provided by the Company to the Participant within five (5) business days of the Termination Date.
(iii)
Any Termination Event that triggers the payment of benefits under this Plan must occur during the term of this Plan
as specified in Section 9(b).
(b)
Exceptions . A Potential Eligible Executive who otherwise is an Eligible Executive will not receive benefits under the Plan
in any of the following circumstances:
(i)
The Potential Eligible Executive is terminated for Cause.
(ii)
The Potential Eligible Executive voluntarily terminates employment with the Company or an Applicable Subsidiary
without Good Reason. Voluntary terminations include, but are not limited to, resignation or failure to return from a leave of absence on the
scheduled date.
(iii)
The Potential Eligible Executive’s employment terminates by reason of death, Disability, or retirement.
SECTION 3. ADDITIONAL DEFINITIONS.
Capitalized terms used in this Plan, unless defined elsewhere in this Plan, shall have the following meanings:
(a)
Accrued Bonus Funding means the funding of the Bonus Plan as a percent of target funding as accrued and approved by the
Plan Administrator quarterly based on actual financial performance of the Parent for the most recently completed fiscal quarter preceding the
Eligible Executive’
s Termination Date; provided, further, for the purposes of this Plan, the Accrued Bonus Funding for a given fiscal year or any
portion thereof may not exceed 100% of target funding, even if the Plan Administrator has determined that the funding of the Bonus Plan shall
accrue at a higher percentage.
(b)
Applicable Subsidiary means any subsidiary of the Company included on Schedule A attached hereto.
(c) Beneficial Owner means the definition given in Rule 13d-3 promulgated under the Exchange Act.
(d) Benefit means, in the case of a Termination Event occurring outside of a Change in Control Period, an amount equal to the
aggregate number of months of Pay specified in the Benefits Schedule applicable to an Eligible Executive and, in the case of a Termination
Event occurring during a Change in Control Period, an amount equal to the aggregate number of months of Pay and Target Bonus specified in
the Benefits Schedule applicable to an Eligible Executive.
(e)
Board means the Board of Directors of the Parent.
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