Exhibit 10.13


 


Seagate Technology (the “Company”)


FY2010 Non-Management Board Member Compensation


as Approved by the Board of Directors on October 28,
2009,


with an effective date of October 28, 2009


Director
Stock Grants


 


	
   ·

  	
   

  	
  Each newly appointed or
  elected non-management director will receive an initial stock option grant to
  purchase 55,000 shares with an exercise price equal to fair market value as
  of the date of the grant, plus an initial grant of 15,000 restricted shares.
  The grant date for these awards shall be the date of the director’s election
  or appointment. The fair market value per common share shall be determined
  under the terms of the Seagate Technology 2004 Stock Compensation Plan. Each
  restricted share grant will carry a four-year vesting schedule (measured from
  the vesting measurement date for the calendar year in which the grant is
  made), 25% cliff per year on each anniversary of the vesting measurement
  date. Each stock option grant will carry a four-year vesting schedule
  (measured from the vesting measurement date for the calendar year in which
  the grant is made), vesting as to 25% of the shares on the first anniversary
  of the vesting measurement date, with monthly vesting thereafter for the
  remaining shares to complete vesting in the subsequent three years. All
  restricted share and stock option grants become fully vested in the event of
  a “Change in Control” of Seagate. For non-incumbent director nominees, the
  vesting measurement date shall be either the grant date or an earlier date in
  the same calendar month as the grant date based on the anticipated schedule
  of the Annual General Meeting of Shareholders (the “AGM”) for the next four
  years following the grant date and intended to occur shortly before the AGM.
  (Until the time that the vesting measurement date is adjusted either by the
  Board of Directors or the Compensation Committee, the vesting measurement
  date for all such grants to non-incumbent director nominees will be
  October 15 of the year in which the grant occurs.) For appointed directors,
  the vesting measurement date shall be the date of commencement of Board
  service, which shall generally be the date of the Board meeting at which the
  director is appointed. However, if the new director was, prior to
  commencement of Board service, an officer or member of the board of directors
  of an entity the stock, assets and/or business of which has been acquired by
  Seagate, the number of shares of the initial grant shall be determined by the
  existing members of the Board, but shall not exceed the grant of 55,000
  option shares and a grant of 15,000 restricted shares.

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  Each year at the AGM, each
  incumbent non-management director with a minimum of six (6) months
  tenure as of the date of the AGM who is re-elected to the Board shall
  automatically receive a stock option grant to purchase 10,000 shares of the
  Company’s common stock with an exercise price equal to fair market value as
  of the date of the grant, plus a grant of 5,000 restricted shares. The grant
  date for these awards shall be the date of the AGM. Each restricted share
  grant will carry a four-year vesting schedule (measured from the vesting
  measurement date for the calendar year in which the grant is made), 25% cliff
  per year on each anniversary of the vesting measurement date. Each stock
  option grant will carry a four-year vesting schedule (measured from the vesting
  measurement date for the calendar year in which the grant is made), vesting
  as to 25% of the shares on the first anniversary of the vesting measurement
  date, with monthly vesting thereafter for the remaining shares to complete
  vesting in the subsequent three years. All restricted share and stock option
  grants become fully vested in the event of a “Change in Control” of
  Seagate.  The vesting measurement date
  shall be either the grant date or an earlier date in the same calendar month
  as the grant date based on the anticipated schedule of the AGM for the next
  four years following the grant date and intended to occur shortly before the
  AGM. (Until the time that the vesting measurement date is adjusted either by
  the Board of Directors or the Compensation Committee, the vesting measurement
  date for all such grants will be October 15 of the year in which the
  grant occurs.)

  



 

















 


Cash
Compensation.  All annual
cash retainers shall be payable to the directors in four equal installments to
directors in good standing at the date of each regular quarterly board meeting.
Newly appointed Directors will be paid effective for the fiscal quarter of
their first Board Meeting attendance.


 


Board
Service Compensation


 


	
  ·

  	
  Each board member shall
  receive an annual cash retainer of $42,500 (or $10,625.00 per quarter) (1).

  



 


Non-Management
Chairman Compensation


 


	
  ·

  	
  The Non-Management
  Chairman shall receive an additional annual cash retainer of $127,500 (or
  $31,875.00 per quarter) (1).

  



 


Lead
Independent Director Compensation


 


	
  ·

  	
  The Lead Independent
  Director shall receive an additional annual cash retainer of $21,250 (or
  $5,312.50 per quarter) so long as the Chairman is also the Company’s CEO. If
  the Chairman is not  the CEO, the
  annual retainer shall be $12,750 (or $3,187.50 per quarter)  (1).

  



 


Committee
Service Compensation


 


	
   

  	
  Audit Committee

  
	
   

  	
   

  
	
  ·

  	
  The Chair of the Audit
  Committee shall receive an additional annual cash retainer of $42,500 (or
  $10,625.00 per quarter) (1).

  
	
  ·

  	
  Each member of the Audit
  Committee shall receive an additional annual cash retainer of $21,250 (or
  $5,312.50 per quarter) (1).

  



 


	
   

  	
  Compensation Committee

  
	
   

  	
   

  
	
  ·

  	
  The Chair of the
  Compensation Committee shall receive an additional annual cash retainer of
  $17,000 (or $4,250.00 per quarter) (1). 

  
	
  ·

  	
  Each member of the
  Compensation Committee shall receive an additional annual cash retainer of
  $8,500 (or $2,125.00 per quarter) (1).

  



 


	
   

  	
  Nominating and Corporate Governance Committee

  
	
   

  	
   

  
	
  ·

  	
  The Chair of the
  Nominating and Corporate Governance Committee shall receive an additional
  annual cash retainer of $17,000 (or $4,250.00 per quarter) (1).

  
	
  ·

  	
  Each member of the
  Nominating and Corporate Governance Committee shall receive an additional
  annual cash retainer of $8,500 (or $2,125.00 per quarter) (1).

  



 

















 


	
   

  	
  Strategic and Financial Transactions Committee

  
	
   

  	
   

  
	
  ·

  	
  The Chair of the Strategic
  and Financial Transactions Committee shall receive an additional annual cash
  retainer of $17,000 (or $4,250.00 per quarter) (1). 

  
	
  ·

  	
  Each member of the
  Strategic and Financial Transactions Committee shall receive an additional
  annual cash retainer of $8,500 (or $2,125.00 per quarter) (1) . 

  



 


Travel
Expense Reimbursements


 


	
  ·

  	
  Directors shall be
  reimbursed for all reasonable expenses related to traveling to Board
  meetings.

  



 






(1) The retainer includes a temporary
15% reduction as previously approved by the Board.