Seagate 2013 Annual Report Download - page 145

(iii)
Any 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, is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the voting securities
of the Parent (including by way of merger, takeover (including an acquisition by means of a scheme of arrangement), consolidation or
otherwise);
(iv)
During any period of two (2) consecutive years, individuals who at the beginning of such period constituted the
Board (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent was
approved by a vote of a majority of the directors of the Parent then still in office, who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board then in office;
or
(v) A dissolution or liquidation of the Parent.
Notwithstanding the foregoing, a restructuring of the Company for the purpose of changing the domicile of the Parent (including, but
not limited to, any change in the structure of the Parent resulting from the process of moving its domicile between jurisdictions), reincorporation
of the Parent or other similar transaction involving the Parent (a “ Restructuring Transaction ”) will not constitute a Change in Control if,
immediately after the Restructuring Transaction, the shareholders of the Parent immediately prior to such Restructuring Transaction represent,
directly or indirectly, more than fifty percent (50%) of the total voting power of the surviving entity.
(i) Change in Control Period means the period beginning on the date that is six (6) months preceding the effective date of a
Change in Control and ending on the date that is twenty-four (24) months following the effective date of the Change in Control.
For the avoidance of doubt, no enhanced benefits payable to an Eligible Executive due to a Termination Event occurring within a
Change in Control Period (that is, benefits in excess of the benefits due upon a Termination Event outside a Change in Control Period) shall be
paid prior to the effective date of a Change in Control.
(j)
Code means the Internal Revenue Code of 1986, as amended. Any specific reference to a section of the Code shall be
deemed to include any regulations and other Treasury Department guidance promulgated thereunder.
(k)
Company means Seagate Technology, an exempted limited liability company incorporated under the laws of the Cayman
Islands, and any successor as provided in Section 9(c) hereof.
(l)
Disability means the physical or mental incapacitation such that for a period of six consecutive months or for an aggregate of
nine months in any 24-month consecutive period, a Potential Eligible Executive is unable to substantially perform his or her duties. Any
question as to the existence of that Potential Eligible Executive’s physical or mental incapacitation as to which the Potential Eligible Executive
or the Potential Eligible Executive’s representative and the Company cannot agree shall be determined in writing by a qualified independent
physician mutually acceptable to the Potential Eligible Executive and the Company. If the Potential Eligible Executive and the Company cannot
agree as to a qualified independent physician, each shall appoint such a
4