Exhibit 10.1


 


SEAGATE
TECHNOLOGY PUBLIC LIMITED COMPANY


2004
SHARE COMPENSATION PLAN


EXECUTIVE
PERFORMANCE UNIT AGREEMENT


 


Seagate Technology plc, a public company incorporated under the
laws of the Republic of Ireland with limited liability (the “Company”) has
awarded you Performance Units, pursuant to the provisions of the Company’s 2004
Share Compensation Plan (the “Plan”) and this Performance Unit Agreement
(including any attachments hereto, the “Agreement”) (collectively, the “Award”).  Defined terms not explicitly defined in this
Agreement but defined in the Plan shall have the same definitions as in the
Plan.


 


The details of your Award
are as follows:


 


1.   Award Terms.  Subject to further detail included in the
Agreement, below are the key terms related to the Award:


 


(a)  Participant.


 


(b)  Global
ID Number.


 


(c)  Date
of Grant.


 


(d)  Grant
Number.


 


(e)  Fiscal
Years in Performance Period.


 


(f)   Number
of Performance Units.


 


(g)  Vesting
Schedule.  As set forth in Schedule
A attached hereto.


 


2.   Grant of Performance Units.  You are entitled to the aggregate number of
Performance Units specified in Section 1, above, pursuant to the terms and
conditions of this Agreement.  Each
Performance Unit represents the right to receive one Share, subject to the
terms and conditions set forth in this Agreement and the Plan, each as amended
from time to time.


 


If you
relocate to another country, any special terms and conditions applicable to
Performance Unit Awards granted in such country will apply to you, to the
extent the Company determines that the application of such terms and conditions
is necessary or advisable in order to comply with local law or facilitate the
administration of the Plan.


 


In
addition, the Company reserves the right to impose other requirements on the
Award and any Shares acquired under the Plan, to the extent the Company
determines it is necessary or advisable in order to comply with local law or
facilitate the administration of the Plan, and to require you to sign any
additional agreements or undertakings that may be necessary to accomplish the
foregoing.


 


3.   Vesting and Settlement.  Subject to the limitations contained herein,
the Performance Units will vest as provided in Schedule A attached
hereto.  Upon the vesting of any
Performance Units, as promptly as is reasonably practicable, Shares (which
shall be considered to be fully paid up) shall be issued to you, and the
Company shall deliver to you appropriate documentation


 

















 


evidencing the
number of Shares issued in settlement of such vested Performance Units.  Notwithstanding anything to the contrary
herein, the settlement of the Performance Units shall be conditioned upon your
making adequate provision for Tax-Related Items, as discussed in Section 10,
below.  In addition, if on any date on
which the Performance Units would otherwise vest, the Company determines that
you would be in violation of Rule 10b-5 promulgated under the Exchange Act if
you were to sell any of the Shares underlying the Performance Units on that
date, the vesting of those Performance Units shall be delayed until the first
date on which you would no longer be in violation of Rule 10b-5, unless, prior
to the commencement of any trading blackout or closed window period in effect
on the scheduled vesting date, you established an effective Rule 10b5-1 trading
plan that provides for the sale of a sufficient number of the Shares underlying
the Performance Units scheduled to vest on such vesting date to fund the
payment of any tax withholding obligations imposed in connection with the vesting
of the Performance Units, which trading plan remains in effect on the
applicable vesting date.


 


4.   Rights as Holder of
Performance Units.  You shall have no
rights as a shareholder of the Company with respect to your Performance Units
until the date of issuance to you of evidence of ownership representing the
Shares.


 


5.   Number of Shares.  The number of Shares subject to your Award
may be adjusted from time to time for changes in capitalization, as provided in
Article XIV of the Plan.


 


6.   Seagate Technology Public
Limited Company Compensation Recovery for Fraud or Misconduct Policy.  You hereby acknowledge and agree that you and
the Award evidenced by this Agreement are subject to the Seagate Technology
Public Limited Company Compensation Recovery for Fraud and Misconduct Policy as
in effect on the Date of Grant, a current copy of which is attached hereto as Exhibit
A.  To the extent you are subject to
the policy, the terms and conditions of the policy are hereby incorporated by
reference into this Agreement.


 


7.   Securities Law Compliance.  You will not be issued any Shares under your
Award unless the Shares are either (a) then registered under the Securities Act
or (b) the Company has determined that such issuance would be exempt from the
registration requirements of the Securities Act. Your Award must also comply
with other applicable laws and regulations governing the Award and/or the
Shares, and you will not receive such Shares if the Company determines that
such receipt would not be in material compliance with such laws and
regulations.


 


8.   Transferability. 
The Performance Units may not be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by you without the prior written consent of the Company and any such
purported assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the Company or any
Affiliate; provided that the designation of a beneficiary shall not constitute
an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


 


9.   Award Not a Service Contract.  Your Award is not an employment or service
contract, and nothing in your Award shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the Company
or an Affiliate, or on the part of the Company or an Affiliate to continue your
employment. In addition, nothing in your Award shall obligate the Company or an
Affiliate, their respective shareholders, boards of directors, Officers or
Employees to continue any relationship that you might have as an Employee,
Director or Consultant for the Company or an Affiliate.


 


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10. Responsibility for Taxes.


 


(a)  Regardless
of any action the Company or your employer (the “Employer”) takes with respect
to any or all income tax, social insurance, payroll tax, payment on account or
other tax-related items related to your participation in the Plan and legally
applicable to you (“Tax-Related Items”), you acknowledge that the ultimate
liability for all Tax-Related Items is and remains your responsibility and may
exceed the amount actually withheld by the Company or the Employer.  You further acknowledge that the Company
and/or the Employer (1) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the Award,
including, but not limited to, the grant, vesting or settlement of the
Performance Units, the issuance of Shares, the subsequent sale of Shares acquired
pursuant to such issuance and the receipt of any dividends; and (2) do not
commit to and are under no obligation to structure the terms of the grant or
any aspect of the Award to reduce or eliminate your liability for Tax-Related
Items or achieve any particular tax result. 
Further, if you have become subject to Tax-Related Items in more than
one jurisdiction between the Date of Grant and the date of any relevant taxable
event or tax withholding event, as applicable, you acknowledge that the Company  and/or the Employer (or former employer,
as applicable) may be required to withhold or account for Tax-Related Items in
more than one jurisdiction.


 


(b)  Unless
the Company, in its sole discretion, chooses to satisfy any withholding
obligation on the part of the Company and/or the Employer with respect to the
Tax-Related Items by some other means in accordance with clause (c) below, your
acceptance of this Agreement constitutes your instruction and authorization to
the Company and any brokerage firm determined acceptable to the Company for
such purpose to sell on your behalf a whole number of Shares from those Shares
issuable to you upon settlement of the Performance Units as the Company
determines to be appropriate to generate cash proceeds sufficient to satisfy
any such applicable withholding obligation. 
Such Shares will be sold on the day the Tax-Related Items are to be
determined or as soon thereafter as practicable.  You will be responsible for all brokers’ fees
and other costs of sale, which fees and costs may be deducted from the proceeds
of the foregoing sale of Shares, and you agree to indemnify and hold the
Company and any brokerage firm selling such Shares harmless from any losses,
costs, damages, or expenses relating to any such sale.  To the extent the proceeds of such sale
exceed your Tax-Related Items, such excess cash will be deposited into the
securities account established with the brokerage service provider for the
settlement of your Performance Units. 
You acknowledge that the Company or its designee is under no obligation
to arrange for such sale at any particular price, and that the proceeds of any
such sale may not be sufficient to satisfy your Tax-Related Items.  Accordingly, you agree to pay to the Company
as soon as practicable, including through additional payroll withholding, any
amount of the Tax-Related Items that is not satisfied by the sale of Shares
described above.


 


(c)  At any
time before any taxable event or tax withholding event, the Company may, in its
sole discretion, including in the event that the Company determines that you would be in violation of Rule 10b-5
promulgated under the Exchange Act if any of the Shares underlying the
Performance Units were to be sold at that time, elect to satisfy any
withholding obligation with respect to the Tax-Related Items through Share withholding pursuant to this
clause (c).  As such, to the extent the
Company makes such an election, you hereby authorize the Company to withhold
Shares otherwise deliverable upon settlement of the Performance Units having a
Fair Market Value on the date of settlement equal to the amount sufficient to
satisfy the Tax-Related Items. 
Alternatively, or in addition, the Company may, in its sole discretion,
elect to satisfy any


 


3

















 


withholding obligation with respect to the Tax-Related Items by
withholding from your wages or other cash compensation to be paid to you by the
Employer, the Company or any Affiliate.


 


(d)  To
avoid negative accounting treatment, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates. 
If the obligation for Tax-Related Items is satisfied by withholding in
Shares, for tax purposes, you will be deemed to have been issued the full
number of Shares subject to the vested Performance Units, notwithstanding that
a number of the Shares are held back solely for the purpose of paying the
Tax-Related Items due as a result of any aspect of your participation in the
Plan.


 


(e)  Finally,
you shall pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold or account for as
a result of your participation in the Plan that cannot be satisfied by the
means previously described.  The Company
may refuse to issue or deliver the Shares or the proceeds of the sale of
Shares, if you fail to comply with your obligations in connection with the
Tax-Related Items.


 


11. Nature of the Award.  In accepting the Award, you acknowledge,
understand and agree that:


 


(a)  the
Plan is established voluntarily by the Company, it is discretionary in nature
and it may be modified, amended, suspended or terminated by the Company at any
time;


 


(b)  the
Award is voluntary and occasional and does not create any contractual or other
right to receive future awards of Performance Units, or benefits in lieu of
Performance Units, even if Performance Units have been awarded repeatedly in
the past;


 


(c)  all
decisions with respect to future Performance Unit awards, if any, will be at
the sole discretion of the Company;


 


(d)  You
are voluntarily participating in the Plan;


 


(e)  the
Award and any Shares subject to the Award are an extraordinary item that does
not constitute compensation of any kind for services of any kind rendered to
the Company or the Employer, and which is outside the scope of your employment
or service contract, if any;


 


(f)   the
Award and any Shares subject to the Award are not intended to replace any
pension rights or other compensation that you may receive from the Employer,
the Company or any Affiliate;


 


(g)  the
Award and any Shares subject to the Award are not part of normal or expected
compensation or salary for any purposes, including, but not limited to, calculating
any severance, resignation, termination, redundancy, dismissal, end of service
payments, bonuses, long-service awards, pension or retirement or welfare
benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Company, the
Employer or any Affiliate;


 


(h)  the
Award and your participation in the Plan will not be interpreted to form an
employment or service contract or relationship with the Company or any
Affiliate;


 


4

















 


(i)   the
future value of the underlying Shares is unknown and cannot be predicted with
certainty;


 


(j)   no
claim or entitlement to compensation or damages shall arise from forfeiture of
the Award resulting from termination of your employment by or with the Company
or the Employer (for any reason whatsoever and whether or not in breach of
local labor laws), and in consideration of the Award to which you are otherwise
not entitled, you irrevocably agree never to institute any claim against the
Company or the Employer, waive your ability, if any, to bring any such claim,
and release the Company and the Employer from any such claim; if,
notwithstanding the foregoing, any such claim is allowed by a court of
competent jurisdiction, then, by participating in the Plan, you shall be deemed
irrevocably to have agreed not to pursue such claim and agree to execute any
and all documents necessary to request dismissal or withdrawal of such claims;


 


(k)  in
the event of the termination of your Continuous Service (whether or not in
breach of local labor laws), your right to vest in the Performance Units under
the Plan, if any, will terminate effective as of the date that you are no
longer actively employed and will not be extended by any notice period mandated
under local law (e.g., active
employment would not include a period of “garden leave” or similar period
pursuant to local law); the Committee shall have the exclusive discretion to
determine when you are no longer actively employed for purposes of the Award;
and


 


(l)   the
Award and the benefits under the Plan, if any, will not necessarily transfer to
another company in the case of a merger, take-over or transfer of liability.


 


12. No Advice Regarding Grant. 
The Company neither is providing any tax, legal or financial advice, nor
is the Company making any recommendations regarding your participation in the
Plan, or your acquisition or sale of the underlying Shares.  You are hereby advised to consult with your
own personal tax, legal and financial advisors regarding your participation in
the Plan before taking any action related to the Plan.


 


13. Data Privacy.  You
hereby explicitly and unambiguously consent to the collection, use, processing
and transfer, in electronic or other form, of your personal data as described
in this Agreement and any other Award materials by and among, as applicable,
the Employer, the Company and its Affiliates (whether inside or outside the
European Economic Area) for the exclusive purpose of implementing, administering
and managing your participation in the Plan.


 


You understand that the Company and the Employer may hold
certain personal information about you, including, but not limited to, your
name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, compensation from the Company and its
Affiliates, nationality, job title, any shares or directorships held in the
Company, details of all Performance Units or any other entitlement to Shares
awarded, canceled, exercised, vested, unvested or outstanding in your favor,
for the exclusive purpose of implementing, administering and managing the Plan
(“Data”).


 


You
understand that Data will be transferred to a brokerage firm or share plan
service provider designated by the Company which is assisting the Company with
the implementation, administration and management of the Plan.  You understand that the recipients of Data
may


 


5

















 


be
located in the United States or elsewhere, and that the recipients’ country
(e.g., the United States) may have different data privacy laws and protections
than your country.  You understand that
you may request a list with the names and addresses of any potential recipients
of Data by contacting your local human resources representative.  You authorize the Company, any
Company-designated brokerage firm or share plan service provider and any other
possible recipients which may assist the Company (presently or in the future)
with implementing, administering and managing the Plan to receive, possess,
use, retain, process and transfer Data, in electronic or other form, for the
sole purpose of implementing, administering and managing your participation in
the Plan.  You understand that Data will
be held only as long as is necessary to implement, administer and manage your
participation in the Plan.  You
understand that you may, at any time, view Data, request additional information
about the storage and processing of Data, require any necessary amendments to
Data or refuse or withdraw the consents herein, in any case without cost, by
contacting in writing your local human resources representative.  You understand, however, that refusing or
withdrawing your consent may affect your ability to participate in the
Plan.  For more information on the
consequences of your refusal to consent or withdrawal of consent, you
understand that you may contact your local human resources representative.


 


14. Notices.  Any notices provided for in your Award or the
Plan shall be given in writing and shall be deemed effectively given upon
receipt or, in the case of notices delivered by the Company to you, five (5) days
after deposit in the United States mail, postage prepaid, addressed to you at
the last address you provided to the Company.  
Any such notices from the Company to you may also be delivered to you
through the Company’s electronic mail system (during your Continuous Service)
or at the last email address you provided to the Company (after termination of
your Continuous Service).


 


15. Miscellaneous.


 


(a)  The
rights and obligations of the Company under your Award shall be transferable by
the Company to any one or more persons or entities, and all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by the
Company’s successors and assignees.


 


(b)  You
agree upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Company to carry out the purposes or
intent of your Award.


 


(c)  You
acknowledge and agree that you have reviewed your Award in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing and
acknowledging your Award and fully understand all provisions of your Award.


 


16. Governing Plan Document.  Your Award is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your Award, and
is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan. In
the event of any conflict between the provisions of your Award and those of the
Plan, the provisions of the Plan shall control.


 


17. Choice of Law and Venue.  The Award is governed by, and subject to, the
laws of the State of California, without regard to such state’s conflict of
laws rules, as provided in the Plan.


 


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For purposes of
litigating any dispute that arises directly or indirectly from the relationship
of the parties evidenced by this Award, the parties hereby submit to and
consent to the exclusive jurisdiction of the State of California  and agree
that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal courts for the
United States for the Northern District of California, and no other courts, where this Award is
made and/or to be performed.


 


18. Language.  If you have received this Agreement or any
other document related to the Plan translated into a language other than
English and if the meaning of the translated version is different than the
English version, the English version will control.


 


19. Severability.  The provisions of this Agreement are
severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.


 


20. Additional
Terms/Acknowledgements.  You
acknowledge receipt of, and understand and agree to the terms of, this
Agreement and the Plan (including any exhibits to each document).  You further acknowledge that this Agreement
and the Plan (including any exhibits to each document) set forth the entire
understanding between you and the Company regarding the acquisition of the
Shares subject to this Award and supersede all prior oral and written
agreements with respect thereto, including, but not limited to, any other
agreement or understanding between you and the Company or an Affiliate relating
to your Continuous Service and any termination thereof, compensation, or
rights, claims or interests in or to the Shares.


 


You also acknowledge
that, unless you specifically request (or have in the past specifically
requested) to receive communications regarding the Plan and this Award in paper
form, you agree to receive all communications regarding the Plan and this Award
(including but not limited to the Plan Prospectus) by electronic delivery
through an online or electronic system established and maintained by the
Company or a third party designated by the Company (currently through the
Morgan Stanley Smith Barney Corporate Benefits website at www.benefitaccess.com,
which you may easily access and understand how to access, review and print the
communications posted thereon).  Further,
if requested, you agree to participate in the Plan through such an online or
electronic system.  In addition, you
understand that it is your responsibility to notify the Company of any changes
to your mailing address so that you may receive any shareholder information to
be delivered by regular mail.


 


7






 












 


SCHEDULE
A

VESTING SCHEDULE


 


1.   Standard Vesting Provisions.


 


(a)  Subject
to the Participant’s Continuous Service through the date that is three (3) years
following the Date of Grant and subject to Section 2, below, Performance
Units shall vest, based on the achievement of Company performance goals
measured over the 3-fiscal year performance period beginning on the first day
of the first fiscal year of the Fiscal Years in Performance Period (such three (3) year
period shall be defined as the “Performance Period”), as follows:


 




	
   

  	
   

  	
   

  	
   

  	
  Relative TSR Percentile(3)

  
	
   

  	
   

  	
   

  	
   

  	
  Below Median

  	
   

  	
  Median Up to 75th

  Percentile

  	
   

  	
  Equal to or Above 75th

  Percentile

  
	
   

  	
   

  	
   

  	
   

  	
  75% of ROIC Payout

  	
   

  	
  100% of ROIC Payout

  	
   

  	
  125% of ROIC Payout

  
	
  3-Year Average Annual Return on Invested Capital (ROIC)(1)(2)

  	
   

  	
  [·]

  	
   

  	
  0%

  	
   

  	
  0%

  	
   

  	
  0%

  
	
   

  	
  [·]

  	
   

  	
  30%

  	
   

  	
  40%

  	
   

  	
  50%

  
	
   

  	
  [·]

  	
   

  	
  41%

  	
   

  	
  55%

  	
   

  	
  69%

  
	
   

  	
  [·]

  	
   

  	
  53%

  	
   

  	
  70%

  	
   

  	
  88%

  
	
   

  	
  [·]

  	
   

  	
  64%

  	
   

  	
  85%

  	
   

  	
  106%

  
	
   

  	
  [·]

  	
   

  	
  75%

  	
   

  	
  100%

  	
   

  	
  125%

  
	
   

  	
  [·]

  	
   

  	
  86%

  	
   

  	
  115%

  	
   

  	
  144%

  
	
   

  	
  [·]

  	
   

  	
  98%

  	
   

  	
  130%

  	
   

  	
  163%

  
	
   

  	
  [·]

  	
   

  	
  109%

  	
   

  	
  145%

  	
   

  	
  181%

  
	
   

  	
  [·]

  	
   

  	
  120%

  	
   

  	
  160%

  	
   

  	
  200%

  






 


(1) [The ROIC goals and related footnote have
not been included to protect confidential Company information].


 


(2) ROIC shall be calculated on a single fiscal
year basis and shall mean (i) Adjusted Operating Income multiplied by 1
minus the Average Tax Rate, divided by (ii) (x) Net Plant, Property &
Equipment plus Total Current Assets minus Cash, minus (y) Total Current
Liabilities.  Final ROIC for vesting is
the average annual ROIC over the prior 3 fiscal years.


 


“Adjusted Operating Income” is defined as Generally
Accepted Accounting Principles in the United States (GAAP) Operating Income
adjusted to exclude the impact of non-operating activities and material,
unusual or nonrecurring gains and losses, accounting charges or other
extraordinary events which were not budgeted and were not foreseen at the time
the applicable target was established. 
Each year, in evaluating the performance against the applicable
performance target, the Committee shall, fairly and appropriately, and to the
extent consistent with Section 162(m) of the Code, interpret the
calculation of the applicable target to reflect non-operating activities such
as unforeseen, unbudgeted gains, losses, charges or events, including:


 


(A) Non-operating adjustments.  These adjustments would generally be the same
as those items the Company would adjust in its non-GAAP financial results in
its quarterly press releases and would include such items as merger or
acquisition related charges, legal claims, legal judgments or settlements. In
addition, these nonoperating adjustments would also include the effects of
charges for restructuring & reorganization plans, discontinued
operations, asset write downs, extraordinary items (as defined under GAAP) and
all items of gain, loss or expense determined to be extraordinary or unusual in
nature or related to divestitures or disposal of a segment or significant part
of a business;


 


(B) Changes in accounting principles or
standards.  These adjustments would
include those related to a change in accounting principle (including the
cumulative effect of accounting changes) as determined in accordance with
Accounting Standards Codification 250, Accounting Changes and
Error Corrections, or other applicable or successor accounting
provisions. These adjustments would also include those that the Committee in
good faith determines require adjustment because of changes in accounting
standards promulgated by accounting standard setters, such as future potential
voluntary or mandatory adoption of International Financial Reporting Standards
(IFRS). In each case these adjustments will be determined in accordance with
GAAP or as identified in the Company’s financial statements or notes to the
financial statements; and


 


(C) Tax related adjustments.  These adjustments would include those related
to the effect of changes in tax law or other such law as well as tax
adjustments directly attributable to mergers & acquisitions or other
non-operating adjustments listed in (A) or (B) above.


 

















 


The above list of adjustments is not meant to be
comprehensive, but rather to provide examples of those adjustments appropriate
to make in order to carry out the Committee’s intent of mitigating the
unbudgeted impact of material, unusual or nonrecurring gains and losses,
accounting charges or other extraordinary events not foreseen at the time the
Committee established the original target.


 


“Average Tax Rate” is defined as the provision for
income taxes as a percent of Income Before Income Taxes.


 


All
other values used in the calculation of ROIC are quantified in the Company’s
GAAP Balance Sheet, and have the same meaning as used for purposes of preparing
the Company’s Consolidated Balance Sheet for the relevant fiscal year in
accordance with GAAP.


 


(3) Total Shareholder Return (TSR) is equal to:
(i) Ending Price minus Beginning Price, divided by (ii) Beginning
Price.  Beginning Price is the average
closing price over the 30-day trading period from July 26, 2010 to September 3,
2010, including reinvestment of dividends during the 30-day trading
period.  Ending Price is the average
closing price over the 30-day trading period beginning 3 trading days after the
date of the release of the Company’s fiscal year 2013 earnings, including
reinvestment of dividends during the 30-day trading period and accounting for
reinvestment of dividends over the 3-year period; provided, however, that if
the date of the release of the Company’s fiscal year 2013 earnings is more than
10 trading days after July 20, 2013, then the Ending Price will be equal
to the average price over the 30-trading day period beginning on July 22,
2013.  Relative TSR Percentile is
measured relative to the TSR of each of the peer companies listed on Schedule
B, attached hereto that have a class of equity securities which are both
actively traded on a public securities market and are registered under the
Exchange Act during each of the periods used to calculate the Beginning Price
and the Ending Price.  The group of peer
companies is a closed group; a peer company that is in bankruptcy is included
as the lowest TSR (i.e. the 1st percentile) and a peer company that is
involved in a transaction, the result of which is that the company is no longer
publicly traded, is excluded.


 


(b)  The
achievement of the performance goals set forth above (or lack thereof) shall be
evidenced by the Committee’s written certification.


 


2.   Other Vesting Provisions.


 


(a)  Termination
due to death or Disability.  The
Award shall vest pro-rata, based on the number of days from the beginning of
the Performance Period until the termination of Continuous Service (“Termination”),
and based on actual Company performance, to be settled after the end of the
Performance Period.


 


(b)  Termination
for any reason, other than death or Disability, not during a Change in Control
Period (as defined in the Company’s Third Amended and Restated Executive
Severance and Change in Control Plan (the “Severance Plan”)).  All of the Performance Units that have not
vested as of the date of Termination will be forfeited.


 


(c)  Occurrence
of a Termination Event (as defined in the Severance Plan) during a Change in
Control Period (as defined in the Severance Plan).  The Award shall vest in full on the later of (i) the
closing date of the Change in Control (as defined in the Severance Plan) and (ii) the
date of the Termination Event (as defined in the Severance Plan), based on
Company performance through the closing date of the Change in Control (as
defined in the Severance Plan).  The TSR
performance of the Company and its peers in connection with a Termination Event
during a Change in Control Period shall be determined using the average closing
price over the 30-day trading period prior to the closing date of the Change in
Control for the Company and its peers.


 

















 


SCHEDULE
B

PEER GROUP


 


ADV SEMICONDUCTOR ENGR -ADR


ADVANCED MICRO DEVICES


ALCATEL-LUCENT -ADR


AMPHENOL CORP


ANALOG DEVICES


APPLE INC


AU OPTRONICS CORP -ADR


BROADCOM CORP -CL A


CANON INC -ADR


CELESTICA INC


CISCO SYSTEMS INC


CORNING INC


DELL INC


EMC CORP/MA


ERICSSON (L M) TEL –ADR


FIRST SOLAR INC


FLEXTRONICS INTERNATIONAL


HARRIS CORP


HEWLETT-PACKARD CO


HITACHI LTD -ADR


INTEL CORP


JABIL CIRCUIT INC


JUNIPER NETWORKS INC


KYOCERA CORP -ADR


LEXMARK INTL INC -CL A


LG DISPLAY CO LTD –ADR


LSI CORP


MARVELL TECHNOLOGY GROUP LTD


MICRON TECHNOLOGY INC


MOLEX INC


MOTOROLA INC


NCR CORP


NETAPP INC


NOKIA CORP –ADR


NVIDIA CORP


QUALCOMM INC


RESEARCH IN MOTION LTD


SANDISK CORP


STMICROELECTRONICS NV -ADR


TAIWAN SEMICONDUCTOR –ADR


TEXAS INSTRUMENTS INC


TYCO ELECTRONICS LTD


UTD MICROELECTRONICS –ADR


WESTERN DIGITAL CORP


XEROX CORP


 

















 


EXHIBIT A


 


SEAGATE
TECHNOLOGY PUBLIC LIMITED COMPANY COMPENSATION RECOVERY FOR FRAUD OR MISCONDUCT
POLICY


Effective
January 29, 2009


 


The Seagate Technology Public Limited Company
Compensation Recovery for Fraud or Misconduct Policy is intended to support
accurate disclosure by recovering compensation paid to an executive covered by
this policy where such compensation was based on incorrectly reported financial
results due to the fraud or willful misconduct of the executive who received
such compensation.


 


Employees Covered:


 


“Executive” is defined as U.S. employees of Seagate
Technology plc, a public company incorporated under the laws of the Republic of
Ireland with limited liability, or one of its subsidiaries (the “Company”) at
the Senior Vice President level or above and any other officers subject to Section 16
of the Securities Exchange Act of 1934, as amended.


 


Compensation Covered:


 


The repayment and other obligations of an Executive
described in this policy apply to any bonus paid, share grant issued (whether
or not vested) and/or vested during the covered period, or share option
exercised during the covered period, defined as the period commencing with the
later of the effective date of this policy or the date that is four years prior
to beginning of the fiscal year in which a restatement is announced and ending
on the date recovery is sought pursuant to this policy; provided, however, that
in no event shall this policy apply to any share or option award granted before
the effective date of this policy.


 


Fraud or Misconduct:


 


For the purposes of this policy, “Fraud” or “Misconduct”
shall mean any of the following events that are significant contributing
factors to a restatement of the Company’s financial results, as determined
pursuant to “Determination of Fraud or Misconduct”, below: (A) embezzlement
or theft by the Executive, (B) the commission of any act or acts on the
Executive’s part resulting in the conviction (or plea of guilty or nolo
contendere) of such Executive of a felony under the laws of the United States
or any state (or equivalent law of any jurisdiction outside of the United
States), (C) Executive’s willful malfeasance or willful misconduct in
connection with Executive’s financial reporting obligations for the Company, or
(D) Executive’s other misrepresentation, act, or omission which is
materially injurious to the Company’s financial reporting obligations.


 


Recovery Event:


 


A recovery event occurs when:


 


·                The
Company issues a restatement of financial results, and


 


·                The
independent members of the Board of Directors determine in good faith that the
Fraud or Misconduct of an Executive covered by this policy was a significant
contributing factor to such restatement, and


 

















 


·                During the covered
period, (i) some or all of a bonus previously paid or performance-based share
grant that vested prior to such restatement, in either case, having a value of
at least $100,000, would not have been paid or become vested, as applicable,
based upon the restated financial results, (ii) the Executive exercised
one or more share options, sold the Company’s shares acquired upon such
exercises and in the aggregate realized proceeds of at least $100,000 or (iii) the
Executive sold the Company’s shares attributable to one or more
non-performance-based share grants and in the aggregate realized proceeds of at
least $100,000.


 


Determination of Fraud or Misconduct:


 


The determination of whether an Executive’s Fraud or
Misconduct was a significant contributing factor to the Company’s restatement
of financial results shall only be made by the affirmative vote of a majority
of all of the independent members of the Board at an in-person meeting of the
independent members of the Board called and held for such purpose (after
reasonable notice is provided to the Executive and the Executive, with or without
legal counsel, is given an opportunity to be heard at such meeting).  Any determination by the Board pursuant to
this policy shall be subject to the Executive’s right to review by an
arbitrator pursuant to procedures set forth in the Seagate Executive Severance
and Change of Control Plan, a copy of which is attached hereto.


 


Repayment Obligation:


 


Upon receiving from the Company the revised
calculations and determination of the independent members of the Board of
Directors setting forth the amount of a previously paid bonus or bonuses that
would not have been paid and/or a performance-based share grant or grants that
would not have vested, in all cases based upon the restated financial results,
and/or the proceeds of sales of shares acquired upon the exercise of share
options or following the vesting of any non-performance-based share grants, the
affected Executive will be required to deliver, within 30 days of such written
notification of the amount due, to the Company an amount in equal to: (i) the
bonus payments that would not have been made during the covered period had the
restated financial results been used to determine such bonus awards; (ii) with
respect to a performance-based share grant that was issued and/or vested during
the covered period, an amount in cash or equivalent value in the Company’s
shares (or a combination of the two) equal to the net proceeds realized by the
Executive upon the issuance and, if applicable, subsequent sale of any shares
that would not have been issued or vested based upon the restated financial
results; (iii) with respect to any share option that was exercised during
the covered period, an amount in cash equal to the net proceeds realized by the
Executive upon the sale during the covered period of some or all of the shares
acquired upon the exercise of such share option; and (iv) with respect to
the sale of shares following the vesting of any non-performance-based share
grant, an amount in cash determined by the independent members of the Board of
Directors to be attributable to the Executive’s Fraud or Misconduct.  The Executive shall also immediately comply
with any instructions delivered by the Company with respect to any of the
Company’s shares that have not yet been sold or otherwise disposed of and would
not have been issued or vested based upon the restated financial results.  For this purpose, “net proceeds” shall be net
of any brokerage commissions and amounts paid to the Company to satisfy the
aggregate exercise price and/or tax withholding obligations paid in respect of
the award.  With respect to amounts to be
paid in cash, the form of payment may be a certified cashier check, money
transfer, or other method as approved by the Board of Directors.


 


Other Terms:


 


The Company shall be able to enforce the repayment
obligation described in this policy by all legal means available, including,
without limitation, by withholding such amount from other sums owed to the
affected Executive.