Seagate 2013 Annual Report Download - page 153

Executive, (iii) any benefit valued as a “parachute payment,” and (iv) the acceleration of vesting of any equity-based awards. For purposes of
making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code and other applicable legal
authority. The Company and the applicable Eligible Executive shall furnish to the Accountants such information and documents as the
Accountants may reasonably request in order to make a determination under this Section 8. The Company (or the Applicable Subsidiary) shall
bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.
(b)
If, notwithstanding any reduction described in Section 8(a), the IRS determines that an Eligible Executive is liable for the
Excise Tax as a result of the receipt of any Payments pursuant to this Plan, then the Eligible Executive shall be obligated to pay back to the
Company or the Applicable Subsidiary, within thirty (30) days after a final IRS determination or in the event that the Eligible Executive
challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the “ Repayment Amount .” The
Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company or the Applicable Subsidiary so
that the Eligible Executive’s net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Tax and all
other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more
than zero would not result in the Eligible Executive’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Tax is
not eliminated pursuant to this Section 8(b), the Eligible Executive shall pay the Excise Tax.
(c)
Notwithstanding any other provision of this Section 8, if (i) there is a reduction in the Payments to an Eligible Executive as
described in this Section 8, (ii) the IRS later determines that the Eligible Executive is liable for the Excise Tax, the payment of which would
result in the maximization of the Eligible Executive’s net after-tax proceeds (calculated as if the Eligible Executive’s benefits had not previously
been reduced), and (iii) the Eligible Executive pays the Excise Tax, then the Company or the Applicable Subsidiary shall pay to the Eligible
Executive those Payments which were reduced pursuant to this Section 8 as soon as administratively possible after the Eligible Executive pays
the Excise Tax (but in any event within 30 days thereafter) so that the Eligible Executive’s net after-tax proceeds with respect to the payment of
the Payments are maximized.
SECTION 9. RIGHT TO INTERPRET PLAN; AMEND AND TERMINATE; OTHER ARRANGEMENTS; BINDING NATURE OF
PLAN.
(a)
Exclusive Discretion . The “ Plan Administrator ” shall be the Compensation Committee of the Board. The Plan
Administrator shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan, and to
construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in
connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan, the designation of the Level
relating to each applicable tier of benefits under the Plan as set forth in the Benefits Schedules, the amount of benefits paid under the Plan, the
timing of payments under the Plan and the scope and applicability of the covenants contained in the Release and Covenant Documents. Benefits
under this Plan will be paid only if the
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