Seagate 2013 Annual Report Download - page 176

income from the exercise, vesting and/or the sale, exchange or other disposition of a compensatory share award granted to the
Employee by the Corporation or a Designated Subsidiary, and other forms of extraordinary compensation. The Committee
shall have the authority to determine and approve all forms of pay to be included in the definition of Compensation and may
change the definition on a prospective basis.
2.9
“Corporation” shall mean Seagate Technology plc, a public company incorporated under the laws of the Republic of Ireland
with limited liability under registered number 480010, or any successor thereto.
2.10
“Designated Subsidiary” shall mean a Subsidiary that has been designated by the Committee in its sole discretion as eligible
to participate in the Plan with respect to its Employees.
2.11
“Effective Date” shall mean the date on which the registration statement on Form S-1 filed with the U.S. Securities and
Exchange Commission pursuant to Rule 424 under the Securities Act for the initial public offering of Seagate Technology
common stock (the “ Registration Statement ”) became effective.
2.12
“Employee” shall mean an individual classified as an employee (within the meaning of Code Section 3401(c) and the
regulations thereunder) by the Corporation or a Designated Subsidiary on the Corporation’s or such Designated Subsidiary’s
payroll records. Individuals classified as independent contractors, consultants, advisers, or members of the Board or the board
of directors of a Designated Subsidiary are not considered “Employees” by virtue of such station.
2.13
“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.
2.14
“Fair Market Value” shall mean, as of any date of determination (i.e., an Offering Date or Purchase Date, as appropriate),
the value of a Share determined as follows: (i) if the Ordinary Shares are listed on any established stock exchange (including
the New York Stock Exchange) or traded on the NASDAQ Global Select Market, the Fair Market Value of a Share shall be the
closing per-share sales price of such Shares as reported on such date on the Composite Tape of the principal national securities
exchange on which such Shares are listed or admitted to trading or, if no Composite Tape exists for such national securities
exchange on such date, then on the principal national securities exchange on which such Shares are listed or admitted to
trading; or (ii) if the Shares are not listed or admitted to trading on a national securities exchange, then the Fair Market Value
of a Share shall be determined in good faith by the Board, and, to the extent appropriate, based on the application of a
reasonable valuation method. For purposes of the Offering Date under the first Offering Period,
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