Seagate 2013 Annual Report Download - page 161

Seagate Technology Confidential
BENEFIT SCHEDULES
FOR THE SEAGATE TECHNOLOGY
EXECUTIVE SEVERANCE AND CHANGE IN CONTROL (CIC) PLAN
The following benefits schedules set forth the benefits payable to Eligible Executives. The benefits schedules disclosed in public filings are for
those for Eligible Executives who currently are, or are foreseeable to become, “named executive officers,” as defined in Item 402 of Regulation
S-K and the other applicable rules and regulations promulgated by the Securities and Exchange Commission. The amount of benefits payable is
dependent upon the Level in which the Eligible Executive falls and whether the Termination Event occurs during a Change in Control period, as
more particularly described in the Plan.
The Plan Administrator shall determine in which Level an Eligible Executive shall be placed for purposes of receiving severance benefits under
this Plan. The Plan Administrator’s determination shall be final and shall be binding and conclusive on all persons. The Plan Administrator
retains the right to reclassify a Potential Eligible Executive prior to the date of the Termination Event and/or the occurrence of a Change in
Control, except as expressly restricted by this Plan in connection with the occurrence of a Change in Control.
All payout schedules set forth in the Benefits Schedules shall be subject to the provisions of this Plan, including, without limitation, Sections 5
and 16.
Seagate Technology Confidential
BENEFITS SCHEDULES FOR THE
SEAGATE TECHNOLOGY EXECUTIVE SEVERANCE AND CHANGE IN CONTROL (CIC) PLAN
Benefits Payable in the Event of a Termination Event (involuntary termination) :
WITHOUT A CHANGE IN CONTROL
DURING A CHANGE IN CONTROL PERIOD
Note: No enhanced benefits due to a Termination Event occurring within a Change in
Control Period shall be paid prior to the effective date of a Change in Control.
Tier:
1
Salary Grade:
188
Location: U.S.
Base
24 months of Pay
Bonus
Prior Year Bonus, if applicable, and Pro Rata Bonus
Other
Outplacement services for two years following Termination Date
Payout Schedule The lesser of (i) 50% of the Benefit and (ii) twice the compensation limit then in effect under Section 401(a)(17) of the
Code, payable within 20 business days following the Payment Confirmation Date, with the remainder payable 12
months following the Termination Date.
Base
36 months of Pay
Bonus
36 months of Target Bonus (less any Pro Rata Bonus already paid, if applicable)
Equity
Upon the later of (i) a Termination Event occurring during a Change in Control Period and (ii) immediately prior to the
effective date of a Change in Control, other than as provided herein, there shall be full vesting of all unvested equity-
based awards (whether or not granted prior to or following the adoption of this Plan). Notwithstanding the applicable
provisions of the Eligible Executive’s award agreements or the relevant stock compensation plan governing such equity-
based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the
Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event;
provided, however, if the Change in Control has not occurred within the 6-month period following the Termination
Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award
agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change
in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will
become vested in connection with a Termination Event during a Change in Control Period.
Other
Continued Coverage Payment, and