Seagate 2013 Annual Report Download - page 175
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more than fifty percent (50%) of the total voting power of the surviving controlling entity outstanding immediately
after such transaction;
(iii)
Any person or group of related persons, as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of
the Exchange Act, is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting
power of the voting securities of the Corporation (including by way of merger, takeover (including an acquisition by
means of a scheme of arrangement), consolidation or otherwise); or
(iv)
During any period of two (2) consecutive years, individuals who at the beginning of such period constituted the
Board (together with any new directors whose election by such Board or whose nomination for election by the
shareholders of the Corporation was approved by a vote of a majority of the directors of the Corporation then still in
office, who were either directors at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the Board then in office.
Notwithstanding the foregoing, a restructuring of the Corporation for the purpose of changing the domicile of the Corporation
(including, but not limited to, any change in the structure of the Corporation resulting from the process of moving its domicile
between jurisdictions), reincorporation of the Corporation or other similar transaction involving the Corporation (a “
Restructuring Transaction ”) will not constitute a Change of Control if, immediately after the Restructuring Transaction, the
shareholders of the Corporation immediately prior to such Restructuring Transaction represent, directly or indirectly, more
than fifty percent (50%) of the total voting power of the surviving entity.
2.5
“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein shall
be a reference to any successor or amended section of the Code.
2.6
“Committee” shall mean the committee appointed by the Board in accordance with Section 15 of the Plan.
2.7
“Companies Act” shall mean the Companies Act 1963 of Ireland.
2.8
“Compensation” shall mean an Employee’s base cash compensation and commissions, but shall exclude such items as
allowances, differentials, bonuses or premiums such as those for working shifts or overtime, payments for incentive
compensation, incentive payments, bonuses,
2