Seagate 2013 Annual Report Download - page 144

(f)
Bonus Plan means the Parent’
s Executive Officer Performance Bonus Plan, the Executive Performance Bonus Plan or similar
cash incentive bonus plan in which an Eligible Executive participates adopted by the Parent as a successor to one or more of the previously listed
bonus plans from time to time. For the avoidance of doubt, one-time bonuses paid by the Parent or an Applicable Subsidiary to a Potential
Eligible Executive that are not paid under one of the bonus plans described in the preceding sentence shall not be treated as cash incentive
bonuses and therefore shall be excluded from the definition of “Accrued Bonus Funding,” “Pro Rata Bonus” and “Target Bonus”
for purposes of
this Plan. Examples of such one-time bonuses are sign-on bonuses, special recognition bonuses and guaranteed bonuses. For purposes of this
Plan, no Eligible Executive shall be treated as participating in more than one Bonus Plan on the date of a Termination Event. In the event that an
Eligible Executive is participating in more than one cash incentive bonus plan that would otherwise qualify as a Bonus Plan but for the preceding
sentence, the cash incentive bonus plan that would produce the largest payment under the terms of this Plan shall be treated as the Bonus Plan for
such Eligible Executive.
(g)
Cause means (i) a Potential Eligible Executive’s continued failure to substantially perform the material duties of his or her
office (other than as a result of total or partial incapacity due to physical or mental illness), (ii) fraud, embezzlement or theft by a Potential
Eligible Executive of the property of the Parent or any of its subsidiaries, (iii) the conviction of such Potential Eligible Executive of, or plea of
nolo contendere by the Potential Eligible Executive to, a felony under the laws of the United States or any state or foreign jurisdiction, (iv) a
Potential Eligible Executive’s willful malfeasance or willful misconduct in connection with such Potential Eligible Executive’s duties to the
Parent or any of its subsidiaries or any other act or omission which is materially injurious to the financial condition or business reputation of the
Parent or any of its subsidiaries, or (v) a material breach by a Potential Eligible Executive of any of the provisions of (A) this Plan, (B) any non-
compete, non-solicitation or confidentiality provisions to which such Potential Eligible Executive is subject or (C) any policy of the Parent or
any of its subsidiaries or other agreement to which such Potential Eligible Executive is subject. However, no termination shall be deemed for
Cause under clause (i), (iv) or (v) unless the Potential Eligible Executive is first given written notice by the Parent of the specific acts or
omissions which the Parent or a subsidiary deems constitute grounds for a termination for Cause, is provided with at least 30 days after such
notice to cure the specified deficiency and fails to substantially cure such deficiency within such time frame to the reasonable satisfaction of the
Plan Administrator; provided, in each case, that the violation is curable.
(h)
Change in Control means the consummation or effectiveness of any of the following events:
(i)
The sale, exchange, lease or other disposition of all or substantially all of the assets of the Parent to a person or group
of related persons, as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act;
(ii) A merger, reorganization, recapitalization, consolidation or other similar transaction involving the Parent in which
the voting securities of the Parent owned by the shareholders of the Parent immediately prior to such transaction do not represent more than fifty
percent (50%) of the total voting power of the surviving controlling entity outstanding, immediately after such transaction;
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