Seagate 2013 Annual Report Download - page 154

Plan Administrator decides in its sole discretion that the Eligible Executive is entitled to receive them. The rules, interpretations, computations
and other actions of the Plan Administrator shall be binding and conclusive on all persons. The Plan Administrator’s decisions shall not be
subject to review unless they are found to be unreasonable or not to have been made in good faith. The Plan Administrator may appoint one or
more individuals and delegate such of its powers and duties as it deems desirable to any such individual(s), in which case every reference herein
made to the Plan Administrator shall be deemed to mean or include the appointed individual(s) as to matters within their jurisdiction. All
reasonable expenses incurred by the Plan Administrator in connection with the administration of the Plan shall be paid by the Company or its
subsidiaries.
(b)
Term Of Plan; Termination or Suspension; Amendment; Binding Nature Of Plan.
(i)
This Plan shall be effective until July 31, 2010 and shall be extended thereafter for successive one-year periods
unless the Board or the Compensation Committee, in its sole discretion, elects not to renew the Plan prior to the date that the Plan is then
scheduled to expire. The Board or the Compensation Committee may also terminate or suspend the Plan at any time and for any reason or no
reason, which termination or suspension, as applicable, shall become effective at the end of the term described in this Section 9(b)(i), provided,
however , that no such termination or suspension shall affect the Company’s or any Applicable Subsidiary’s obligation to complete the delivery
of benefits hereunder to any Potential Eligible Executive who becomes an Eligible Executive prior to the effective time of such termination or
suspension; and further provided , that during a Change in Control Period, the Plan shall not be terminated or suspended.
(ii)
The Board and the Compensation Committee reserve the right to amend this Plan or the benefits provided hereunder
at any time and in any manner; provided, however , that no such amendment shall materially adversely affect the interests or rights of any
Eligible Executive whose Termination Date has occurred prior to amendment of the Plan; and further provided , that during a Change in Control
Period, the Plan shall not be amended in a manner adverse to a Potential Eligible Executive without his or her written consent.
(iii)
Any action amending, suspending or terminating the Plan shall be in writing and approved by the Board or the
Compensation Committee.
(c)
Binding Effect On Successor To Company . This Plan shall be binding upon any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Parent, or upon any successor to
the Parent as the result of a Change in Control, and any such successor or assignee shall be required to perform the Company’
s obligations under
the Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment or
Change in Control had taken place. In such event, the term “Company,” as used in the Plan, shall mean the Company as hereinafter defined and
any successor or assignee as described above which by reason hereof becomes bound by the terms and provisions of this Plan.
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