Seagate 2013 Annual Report Download - page 147

payroll date that occurs in the calendar year following the calendar year in which the Release and Covenants Documents become irrevocable.
(v)
Plan means this Fifth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan.
(w)
Prior Year Bonus means, in respect of a Termination Event occurring outside of a Change in Control Period but prior to the
payment date for the annual incentive bonus, the annual incentive bonus earned by an Eligible Executive for the year preceding the year in which
the Termination Event occurs. If payable, the Prior Year Bonus shall be paid to the Eligible Executive at the same time that annual incentive
bonuses are otherwise paid to the Company’s executives.
(x)
Pro Rata Bonus for an Eligible Executive who is not a Non-U.S. Eligible Executive and whose Termination Event occurs
outside of a Change in Control Period shall be calculated in relation to the fiscal year during which termination takes place, as set forth in this
Section 3(x):
(i)
If the Eligible Executive either was a “covered employee” within the meaning of Section 162(m) of the Code for the
last fiscal year of the Parent completed prior to the Termination Event or, based on such Eligible Executive’
s compensation paid through the date
of the Termination Event, such Eligible Executive is projected, in the sole and reasonable determination of the Plan Administrator, to be a
“covered employee” within the meaning of Section 162(m) of the Code assuming he or she remained employed through the end of the then
current fiscal year (and so for purposes of this Plan shall be considered to be “subject to Section 162(m) of the Code”), the Pro Rata Bonus shall
be the incentive bonus calculated for the year in which the Termination Date falls based on actual performance, determined by multiplying the
bonus that would have been earned by the Eligible Executive had the executive remained in service until the date required to earn a full bonus
for that year by a fraction, the numerator of which is the number of days the Eligible Executive was employed during the year in which the
Termination Date occurs, through the Termination Date, and the denominator of which is 365. If payable in connection with a Termination
Event, the Pro Rata Bonus calculated in accordance with this Section 3(x)(i) shall be paid to the Eligible Executive at the same time that annual
incentive bonuses are otherwise paid to the Parent’s executives.
(ii)
In all other cases, the amount of the Pro Rata Bonus shall be determined based on the Accrued Bonus Funding
through the last completed fiscal quarter preceding the Termination Date, multiplied by the Eligible Executive’s then current Target Bonus,
prorated for the number of days employed during the fiscal year of the Termination Event, divided by 365. If payable in connection with a
Termination Event, the Pro Rata Bonus calculated in accordance with this Section 3(x)(ii) shall be paid to the Eligible Executive within 20
business days following the Payment Confirmation Date.
(iii) Other than as described in Sections 3(x)(i)-(ii) above, no Pro Rata Bonus shall be payable to any Eligible Executive.
(y)
Restrictive Covenant Period means the longest period of months specified in the Eligible Executive’s Release and Covenant
Documents during which the Eligible Executive shall be required to abide by one or more of the Covenants set forth in Section 6.
6