Seagate 2013 Annual Report Download - page 146

physician and those two physicians shall select a third who shall make such determination in writing. The determination of “Disability” made in
writing to the Company and the Potential Eligible Executive shall be final and conclusive for all purposes of the benefits under this Plan.
(m)
Exchange Act means the Securities Exchange Act of 1934, as amended.
(n)
Good Reason means a Potential Eligible Executive’s resignation of his or her employment with the Parent or a subsidiary as
a result of the occurrence of one or more of the following actions without such Potential Eligible Executive’s express written consent, which
action or actions remain uncured for at least 30 days following written notice from such Potential Eligible Executive to the Parent describing the
occurrence of such action or actions and asserting that such action or actions constitute grounds for a Good Reason resignation, which notice
must be provided by the Potential Eligible Executive no later than 90 days after the initial existence of such condition, provided that such
resignation occurs no later than 60 days after the expiration of the cure period: (i) any material diminution in the level of such Potential Eligible
Executive’s Level, authority or duties; (ii) a reduction of 10% or more in the level of the base salary or target bonus opportunity to be provided
to such Potential Eligible Executive, other than a reduction that is equivalent to the reduction in base salaries and/or target bonus opportunities,
as applicable, imposed on all other executives of the Parent at a similar level within the Parent; (iii) the relocation of such Potential Eligible
Executive to a principal place of employment that increases such Potential Eligible Executive’s one-way commute by more than 50 miles; or
(iv) the failure of any successor to the business of the Parent or to substantially all of the assets and/or business of the Parent to assume the
Company’s obligations under this Plan as required by Section 9(c).
(o)
IRS means the Internal Revenue Service.
(p)
Level means a Potential Eligible Executive’s level or title as in effect on the Termination Date (or if greater, on the date on
which an event constituting Good Reason arose).
(q)
Non-U.S. Eligible Executive means any Eligible Executive not employed in the United States of America, including its
territories and possessions, on the date of a Termination Event and who is not on assignment to a non-U.S. jurisdiction.
(r)
Non-U.S. Benefit
means, in the case of a Termination Event occurring during a Change in Control Period, an amount equal to
the Thailand Severance Pay Amount, the Malaysia Severance Pay Amount, the Singapore Severance Pay Amount or the U.K. Severance Pay
Amount, in each case as specified in the applicable Benefits Schedule for a Non-U.S. Eligible Executive, plus the number of months of Target
Bonus specified in such applicable Benefits Schedule.
(s) Parent means Seagate Technology plc, an Irish public limited company.
(t) Pay means a Potential Eligible Executive’s monthly base pay at the rate in effect on the Termination Date (or if greater, on
the date on which an event constituting Good Reason arose).
(u)
Payment Confirmation Date means the date on which the Release and Covenants Documents required by Section 2(a)(ii) of
this Plan become irrevocable; provided, however, if the Release Period spans two calendar years, then the Payment Confirmation Date will be
the first
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