Exhibit 10.27


 


 


SEAGATE DEFERRED COMPENSATION PLAN


 


Amended and Restated as of January 1, 2010


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  I

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Account

  	
  2

  
	
  1.2

  	
  Base
  Salary

  	
  2

  
	
  1.3

  	
  Beneficiary

  	
  3

  
	
  1.4

  	
  Board
  of Directors

  	
  3

  
	
  1.5

  	
  Code

  	
  3

  
	
  1.6

  	
  Committee

  	
  3

  
	
  1.7

  	
  Company

  	
  3

  
	
  1.8

  	
  Company
  Contributions

  	
  3

  
	
  1.9

  	
  Compensation

  	
  3

  
	
  1.10

  	
  Director

  	
  3

  
	
  1.11

  	
  Directors
  Fees

  	
  3

  
	
  1.12

  	
  Disability

  	
  3

  
	
  1.13

  	
  Distributable
  Amount

  	
  3

  
	
  1.14

  	
  Distribution
  Event

  	
  4

  
	
  1.15

  	
  Election
  Period

  	
  4

  
	
  1.16

  	
  Eligible
  Employee

  	
  4

  
	
  1.17

  	
  Employee

  	
  4

  
	
  1.18

  	
  Fund

  	
  4

  
	
  1.19

  	
  Investment
  Return

  	
  4

  
	
  1.20

  	
  Maxtor
  Account

  	
  4

  
	
  1.21

  	
  Participant

  	
  5

  
	
  1.22

  	
  Participating
  Company

  	
  5

  
	
  1.23

  	
  Payment
  Commencement Date

  	
  5

  
	
  1.24

  	
  Plan

  	
  6

  
	
  1.25

  	
  Plan
  Year

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
  PARTICIPATION

  	
  6

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Participation

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  DEFERRAL
  ELECTIONS

  	
  6

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Elections
  to Defer Compensation

  	
  6

  
	
  3.2

  	
  Company
  Contributions

  	
  8

  
	
  3.3

  	
  Investment
  Elections

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
  ACCOUNTS

  	
  8

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Participant
  Accounts

  	
  8

  
	
  4.2

  	
  Maxtor
  Accounts

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
  VESTING

  	
  9

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Account

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  GENERAL DUTIES

  	
  10

  



 


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TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Trustee
  Duties

  	
  10

  
	
  6.2

  	
  Remittance
  of Contributions

  	
  10

  
	
  6.3

  	
  Department
  of Labor Determination

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  DISTRIBUTIONS

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Distribution
  Options

  	
  10

  
	
  7.2

  	
  Distribution
  due to Termination of Employment or Long-Term Disability

  	
  11

  
	
  7.3

  	
  Scheduled
  and Unscheduled In-Service Withdrawals

  	
  12

  
	
  7.4

  	
  Unforeseeable
  Emergency

  	
  14

  
	
  7.5

  	
  Section 162(m) Limitation

  	
  14

  
	
  7.6

  	
  Inability
  to Locate Participant

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
  ADMINISTRATION

  	
  15

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Committee

  	
  15

  
	
  8.2

  	
  Committee
  Action

  	
  15

  
	
  8.3

  	
  Powers
  and Duties of the Committee

  	
  15

  
	
  8.4

  	
  Additional
  Powers of the Committee

  	
  16

  
	
  8.5

  	
  Construction
  and Interpretation

  	
  17

  
	
  8.6

  	
  Information

  	
  17

  
	
  8.7

  	
  Compensation,
  Expenses and Indemnity

  	
  17

  
	
  8.8

  	
  Quarterly
  Statements

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
  CLAIMS
  PROCEDURE

  	
  17

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Claim
  for Benefits

  	
  17

  
	
  9.2

  	
  Notice
  of Denial

  	
  18

  
	
  9.3

  	
  Review
  of Claim

  	
  18

  
	
  9.4

  	
  Decision
  After Review

  	
  18

  
	
  9.5

  	
  Legal
  Action

  	
  19

  
	
  9.6

  	
  Discretion
  of the Committee

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  X

  	
  MISCELLANEOUS

  	
  19

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Unsecured
  General Creditor

  	
  19

  
	
  10.2

  	
  Restriction
  Against Assignment

  	
  19

  
	
  10.3

  	
  Withholding

  	
  19

  
	
  10.4

  	
  Amendment,
  Modification, Suspension or Termination

  	
  19

  
	
  10.5

  	
  Governing
  Law

  	
  20

  
	
  10.6

  	
  Receipt
  or Release

  	
  20

  
	
  10.7

  	
  Payments
  on Behalf of Persons under Incapacity

  	
  20

  
	
  10.8

  	
  No
  Employment Rights

  	
  20

  
	
  10.9

  	
  Headings,
  etc.

  	
  21

  
	
  10.10

  	
  Liability
  Between Company and Participating Companies

  	
  21

  
	
   

  	
   

  	
   

  
	
  EXHIBIT “A”  PARTICIPATING COMPANIES

  	
  i

  



 


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TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  “B” MAXTOR CORPORATION EXECUTIVE DEFERRED

  	
   

  
	
  COMPENSATION
  PLAN

  	
  ii

  



 


iii

















 


SEAGATE DEFERRED
COMPENSATION PLAN


 


This Seagate Deferred
Compensation Plan (the “Plan”), is hereby amended and restated effective as of January 1,
2010 (the “Effective Date”) by Seagate US LLC, (the “Company”) and the
Participating Companies (see Sections 1.7 and 1.22) for the purpose of
providing supplemental retirement benefits.


 


RECITALS


 


1.             The Company previously established the Plan for the
benefit of the members of the Board of Directors of the Company or
Participating Companies, and for a select group of management or highly
compensated employees of the Company and Participating Companies.


 


2.             Under the Plan, the Company and each Participating
Company is obligated to pay vested accrued benefits to the Plan participants
and their beneficiaries, to the extent applicable, from the general assets of
the Company and each Participating Company.


 


3.             The Company established an irrevocable trust (hereinafer
called the “Trust”) by entering into a trust agreement (the “Trust Agreement”)
with Wells Fargo Bank, N.A., as trustee (the “Trustee”).


 


4.             The Company and each Participating Company contribute to
the Trust assets that shall be held therein and invested, reinvested and
distributed, all in accordance with the provisions of this Plan and the Trust
Agreement.


 


5.             The Company and each Participating Company intend that
amounts contributed to the Trust (and the earnings thereon) shall be used by
the Trustee to satisfy the respective liabilities of the Company and each
Participating Company under the Plan with respect to each Plan participant for
whom an Account has been established and such utilization shall be in
accordance with the procedures set forth herein.


 


6.             The Company intends that the Trust be a “grantor trust”
with the principal and income of the Trust treated as assets and income of the
Company and each Participating Company, as applicable, for federal and state
income tax purposes.


 


7.             The Company and each Participating Company intend that
their respective share of the assets of the Trust shall at all times be subject
to the claims of the general creditors of the Company and each Participating
Company, as applicable, as provided in the Trust Agreement.


 


8.             The Company and each Participating Company intend that
the existence of the Trust shall not alter the characterization of the Plan as “unfunded”
for purposes of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), and shall not be construed to provide income to Plan participants
under the Plan prior to actual payment of the vested accrued benefits
thereunder.


 


9.             The Company acquired Maxtor Corporation (“Maxtor”) on May 19,
2006. In furtherance of this acquisition the Company amended and restated the
Plan on September 17, 2007 for the sole purpose of incorporating the terms
of the Maxtor Corporation Executive 


 

















 


Deferred
Compensation Plan (the “Maxtor Plan”), attached hereto as Exhibit B, with
and into the Plan. The Plan shall maintain separate accounts on behalf of
members of the Maxtor Plan who transfer to and participate in this Plan. The
Committee shall maintain and credit amounts deferred under this Plan and the
Maxtor Plan, respectively, and amounts payable thereunder shall be governed by
their respective plans. No contributions made pursuant to the terms of the Plan
shall be allocated to any of the separate accounts set up as a result of the
combination of the Maxtor Plan with the Plan.


 


10.           The Company bifurcated the Plan terms into two documents
when the Company amended and restated the Plan to comply with the provisions of
Section 409A of the Code (“Code Section 409A”).  This document contains the Plan terms for
deferral amounts that are not subject to Code Section 409A (the “Grandfathered
Terms”).  The Plan terms as amended and
restated to comply with the Code Section 409A (the “409A Terms”) are
provided in a separate document.  The
Grandfathered Terms apply to amounts deferred under the Plan (including the
Maxtor Plan) that were both earned and vested prior to January 1, 2005 and
any earnings attributable thereto.  The
409A Terms apply to amounts deferred under the Plan (including the Maxtor Plan)
that were earned or vested after December 31, 2004 and any earnings
attributable thereto.  In addition, the
Committee maintains separate accounts for amounts subject to the Grandfathered
Terms and the 409A Terms, and amounts credited to those accounts will be governed
by the Grandfathered Terms and the 409A Terms as appropriate.  In no event shall amounts subject to the
Grandfathered Terms be aggregated with amounts subject to the 409A Terms,
except to the extent permitted by Code Section 409A.


 


11.           The Company wishes to amend and restate the Grandfathered
Terms of the Plan to accurately reflect the Company’s consistent interpretation
and administration of the Grandfathered Terms.


 


NOW
THEREFORE, the Company hereby amends and restates the
Grandfathered Terms of the Plan as follows:


 


ARTICLE I


 


DEFINITIONS


 


Whenever the following words
and phrases are used in this Plan, with the first letter capitalized, they
shall have the meanings specified below:


 


1.1           Account. “Account” means, for
each Participant, the bookkeeping account maintained by the Committee that is
credited with amounts equal to (a) the portion of the Participant’s
Compensation that he or she elects to defer, (b) Company Contributions, if
any, made to the Plan for the Participant’s benefit, and (c) adjustments
to reflect deemed earnings pursuant to Subsection 4.1(c). “Account” does not
include a Participant’s Maxtor Account.


 


1.2           Base Salary. “Base Salary”
means the Employee’s base salary for the Plan Year. Base Salary excludes any
other form of compensation such as restricted stock, proceeds from stock
options or stock appreciation rights, severance payments, moving expenses, car
or other 


 


2

















 


special allowance, or any
other amounts included in an Eligible Employee’s taxable income that is not
compensation for services.


 


1.3           Beneficiary. “Beneficiary” or “Beneficiaries”
means the beneficiary or beneficiaries last designated in writing by a
Participant in accordance with procedures established by the Committee from
time to time to receive the benefits specified hereunder in the event of the
Participant’s death. No Beneficiary designation shall become effective unless
and until it is filed with the Committee during the Participant’s lifetime.


 


1.4           Board of Directors. “Board of
Directors” or “Board” means the Board of Directors of the Company and each
Participating Company.


 


1.5           Code. “Code” means the
Internal Revenue Code of 1986, as amended. Reference to a section of the Code
includes such section and any comparable section or sections of any future
legislation that amends, supplements or supersedes such section.


 


1.6           Committee. “Committee” means
the Committee appointed by the Board of Directors of the Company to administer
the Plan in accordance with Article VIII.


 


1.7           Company. “Company,” on and
until July 16, 2000, means Seagate Technology, Inc., any successor
corporation, any entity that is directly or indirectly controlled by Seagate
Technology, Inc., or any entity in which Seagate Technology, Inc.,
has a significant equity or investment interest, as determined by the Committee
from time to time, in its sole and absolute discretion. After July 16,
2000, “Company” means Seagate US LLC, any successor corporation, any entity
that is directly or indirectly controlled by Seagate US LLC, or any entity in
which Seagate US LLC has a significant equity or investment interest, as
determined by the Committee from time to time, in its sole and absolute
discretion.


 


1.8           Company Contributions. “Company
Contributions” is defined in Section 3.2.


 


1.9           Compensation. “Compensation”
means the Base Salary, Commissions, Bonuses and/or Directors Fees that the
Participant earns for services rendered to the Company or a Participating
Company.


 


1.10         Director. “Director” means a
member of the Board.


 


1.11         Directors Fees. “Directors Fees”
means the annual cash fees paid by the Company or a Participating Company,
including retainer fees, committee fees and meeting fees, to Directors as
compensation for serving on a Board.


 


1.12         Disability. “Disability” means
total and permanent disability within the meaning of the Company’s long-term
disability plan.


 


1.13         Distributable Amount. “Distributable
Amount” means the amount credited to a Participant’s Account less any amounts
previously distributed (or deemed distributed or forfeited) to that
Participant. Such amount shall be valued on the last day of the calendar
quarter immediately preceding the date on which the Participant is to receive a
distribution under Article 


 


3

















 


VII or as soon as
administratively practicable thereafter, as determined in the sole and absolute
discretion of the Committee.


 


1.14         Distribution Event. “Distribution
Event” means, with respect to each Participant, (a) the Participant’s
termination of employment with the Company or a Participating Company or
termination of service on the Board of the Company or a Participating Company,
in the case of a Director (if the Director is also an employee, then such
termination shall be the later of termination of employment or service on a
Board) for any reason, including Retirement, death or Disability, or (b) a
specific date, if specified by the Participant pursuant to Article VII. A
Participant’s Distribution Event election shall be made in writing at such
time, on such form and subject to such procedures as the Committee may, in its
sole and absolute discretion, specify from time to time. Notwithstanding the
foregoing, a Distribution Event will not be deemed to have occurred if a Participant
transfers employment from one Participating Company and becomes employed by
another Participating Company without any intervening employment. For purposes
of this Plan, on and after November 4, 2002, a Participant who is an
employee of XIOtech Corporation, or any successor employer (“XIOtech”) shall be
considered to have had a termination of employment only upon his or her
termination from employment with XIOtech (and all other Companies and
Participating Companies), and shall not be considered to have had a termination
of employment solely as a result of XIOtech Corporation’s ceasing to be a
Company, or effective as of December 31, 2002, a Participating Company.


 


1.15         Election Period. “Election
Period” means (a) for Employees who are Eligible Employees as of July 1,
2000, the period ending June 16, 2000; (b) for Employees who
initially become Eligible Employees or Directors after June 16, 2000,
within sixty (60) days after being notified by the Committee of their
eligibility; otherwise (c) no later than the due date for the enrollment
forms of the year prior to the year the Compensation is paid.


 


1.16         Eligible Employee. “Eligible
Employee” means an Employee who is in a select group of management or highly
compensated Employees including, without limitations, (i) all vice
presidents or equivalent positions (or other high-level technical positions)
and above, and (ii) effective as of January 1, 2003, all Employees
whose rate of base pay is $125,000 or more at the commencement of the relevant
Election Period, as determined by the Committee, in its sole and absolute
discretion.


 


1.17         Employee. “Employee” means a
common-law employee of the Company or a Participating Company regularly
performing services in the United States.


 


1.18         Fund. “Fund” or “Funds” means one
or more of the investment funds selected by the Committee pursuant to Section 3.3.


 


1.19         Investment Return. “Investment
Return” means, for each Fund, an amount equal to the pre-tax rate of gain or
loss on the assets of such Fund (net of applicable fund and investment charges)
during each valuation period, but not less frequently than monthly.


 


1.20         Maxtor Account. “Maxtor Account”
means, consistent with the terms of the Maxtor Plan, attached hereto as Exhibit B,
for each Participant who previously participated in the Maxtor Plan, the
bookkeeping account maintained by the Committee that is credited with 


 


4

















 


amounts equal to (a) the
portion of the Participant’s compensation that he or she elected to defer thereunder,
(b) contributions, if any, made by Maxtor to the Plan for the Participant’s
benefit under the Maxtor Plan, and (c) adjustments to reflect deemed
earnings under the Maxtor Plan.


 


1.21                           Participant. “Participant” means any Eligible
Employee or Director who elects to defer Compensation in accordance with Section 3.1,
and any other individual with respect to whom an Account is maintained under
this Plan.


 


1.22                           Participating Company. “Participating Company” means each
unrelated employer that the Committee and such employer agree shall be a
participating employer in the Plan. Specifically, as a result of that certain
Stock Purchase Agreement by and among Suez Acquisition Company (Cayman)
Limited, Seagate Technology, Inc. and Seagate Software Holdings, Inc.,
dated as of March 29, 2000 (the “Stock Purchase Agreement”), and that
certain Agreement and Plan of Merger and Reorganization by and among Veritas
Software Corporation, Victory Merger Sub, Inc., and Seagate Technology, Inc.,
dated as of March 29, 2000 (the “Merger Agreement”), portions of the
business of the Company may be owned by entities unrelated to the Company. In
such case, it is the intention of the Company that such unrelated employers may
continue to participate in this Plan and the related Trust and own a pro rata
interest in the assets of the Trust and be responsible for the related
liabilities of the Plan (as determined on the books of the respective
employers); provided, however, that both the Committee and the unrelated
employer agree to such participation in this Plan and the related Trust. The
Committee has sole and absolute discretion to discontinue a Participating
Company’s eligibility to participate in the Plan. In accordance with Section 1
of Schedule 1.3 of that certain Transitional Services Agreement (the “TSA”)
between Seagate Technology LLC, and XIOtech Corporation, a Minnesota
corporation (“XIOtech”), and dated November 4, 2002, “Participating
Company” shall include XIOtech for the period beginning November 4, 2002
and ending on December 31, 2002.


 


1.23                           Payment Commencement Date. “Payment Commencement Date” means as
soon as administratively possible after either:


 


(i)            the
first day of the month following the end of the calendar quarter in which the
Participant has a Distribution Event, or


 


(ii)           the
January 1st most closely following the date on which the Participant has a
Distribution Event.


 


A Participant’s Payment Commencement Date under this Section 1.23
with respect to any amounts distributed to such Participant under this Plan shall
be the date referred to in either Section 1.23(i) or (ii) above,
based on the Participant’s initial distribution election under Section 7.1
with respect to such amounts, or as subsequently changed by the Participant
pursuant to an election that occurs at least one year prior to the date on
which the Participant has a Distribution Event.


 


If a Participant has not elected a Payment
Commencement Date under this Section 1.23, the Payment Commencement Date
shall be as soon as administratively possible after the first day of the month
following the end of the calendar quarter in which the Participant has a
Distribution Event.


 


5

















 


1.24                           Plan. “Plan” means the Seagate Deferred Compensation Plan,
as set forth herein, now in effect, or as amended from time to time.


 


1.25                           Plan Year. “Plan Year” means (a) July 1, 2000 through
December 31, 2000, and (b) each subsequent calendar year.


 


ARTICLE II


 


PARTICIPATION


 


2.1                                 Participation. An Eligible Employee or Director shall
become a Participant in the Plan by electing to defer a portion of his or her
Compensation in accordance with Section 3.1.


 


ARTICLE III


 


DEFERRAL ELECTIONS


 


3.1                                 Elections to Defer Compensation.


 


(a)                                  Election Period. Each Eligible Employee or Director may
elect to defer Compensation by filing an election with the Committee that
conforms to the requirements of this Section, on a form approved by the
Committee, no later than the last day of his or her Election Period.


 


(b)                                 General Rule. The amount of Compensation that an
Eligible Employee or Director may elect to defer is as follows:


 


(1)           Any
whole percentage of Base Salary up to seventy-five percent (75%);


 


(2)           Any
whole percentage of Bonuses up to one hundred percent (100%);


 


(3)           Any
whole percentage of Commissions up to one hundred percent (100%); and/or


 


(4)           Any
whole percentage of Directors Fees up to one hundred percent (100%);


 


provided, however, that no election shall be effective
to reduce the Compensation paid to an Eligible Employee for a calendar year to
an amount that is less than the amount necessary to pay (i) applicable
employment taxes (e.g., FICA,
hospital insurance) payable with respect to amounts deferred hereunder, (ii) amounts
necessary to satisfy any other benefit plan withholding obligations, (iii) any
resulting income taxes payable with respect to Compensation that cannot be so
deferred, and (iv) any amounts necessary to satisfy any wage garnishment
or similar type obligations.


 


6
















 


(c)           Minimum
Deferrals. For each Plan Year during which the Eligible Employee or
Director is a Participant, the minimum Compensation that may be deferred shall
be Five Thousand Dollars ($5,000). The minimum deferral requirement for
Participants joining the Plan mid-year will be pro-rated based upon the number
of months remaining in the Plan Year.


 


(d)           Effect
of Initial Election to Defer Base Salary, Bonuses, Commissions and/or Directors
Fees. An election to defer Base Salary, Bonuses, Commissions and/or Directors
Fees made during an initial Election Period shall be effective as to Base
Salary, Bonuses, Commissions and/or Directors Fees paid beginning with the
first pay period beginning after July 1, 2000 (or such later date for
Employees who first become eligible to participate in the Plan after June 16,
2000), and for each subsequent Election Period, the first pay period of the
following calendar year.


 


(e)           Duration
of Base Salary and/or Directors Fees Deferral Election. An election to
defer Base Salary and/or Directors Fees made under Subsection 3.1(a) or
3.1(g) shall remain in effect for the entire Plan Year for which the
election is effective, notwithstanding any change in the Participant’s Base
Salary or Directors Fees, until modified or terminated as provided in this
Subsection 3.1(e) or 3.1(h) below. Subject to the minimum deferral
requirement of Subsection 3.1(c), the percentage of Base Salary and/or
Directors Fees designated by the Participant for deferral may only be
increased, decreased or terminated by filing a new election, in accordance with
the terms of this Section, with the Committee during the Participant’s Election
Period. A Participant’s deferral election shall terminate with respect to
future Base Salary and/or Directors Fees as provided in Subsection 3.1(h) below
or, if earlier, upon the Participant ceasing to be an Eligible Employee and/or
Director.


 


(f)            Duration
of Bonuses and/or Commissions Deferral Election. An election to defer
Bonuses and/or Commissions made under Subsection 3.1(a) or 3.1(g) shall
remain in effect for the entire Plan Year for which that election is made,
notwithstanding any change in the Participant’s Bonuses or Commissions, until
modified or terminated as provided in this Subsection 3.1(f) or 3.1(h) below.
Subject to the minimum deferral requirement of Subsection 3.1(c), the
percentage of Bonuses and/or Commissions designated by the Participant for
deferral may only be increased, decreased or terminated by filing a new
election, in accordance with the terms of this Section, with the Committee
during the Participant’s Election Period. A Participant’s deferral election
shall terminate with respect to future Bonuses and/or Commissions as provided
in Subsection 3.1(h) below or, if earlier, upon the Participant ceasing to
be an Eligible Employee or Director.


 


(g)           Elections
Other than Elections During the Initial Election Period. Any Eligible
Employee or Director who fails to elect to defer Compensation during his or her
initial Election Period may subsequently become a Participant, and any Eligible
Employee or Director who has terminated a prior deferral election may again
elect to defer Compensation, by filing an election, on a form and in a manner
approved by the Committee, to defer Compensation as described in Subsection 3.1(b)
above during the Election Period. An election to defer Compensation will be
effective for Base Salary, 


 


7

















 


Bonuses, Commissions and/or Directors Fees paid beginning with the
first pay period beginning on and after the next succeeding Plan Year.


 


(h)           Termination
of Deferral Election. Notwithstanding the foregoing, a Participant may, at
any time, terminate his or her deferral election with respect to Base Salary
and/or Directors Fees not yet paid; Deferral elections for deferral of Bonuses
and Commissions may not be terminated during the Plan Year for that Plan Year.
A Participant who so terminates his or her deferral election may again defer
Base Salary and/or Bonuses (as applicable) by timely filing an election for a
subsequent Plan Year; provided, however, that a Participant who terminates his
or her deferral election for a Plan Year and who has not, with respect to such
Plan Year, met the minimum deferral requirement of Subsection 3.1(c), shall
receive a refund of any amounts deferred for such Plan Year (adjusted for gains
or losses) after the end of such Plan Year.


 


3.2                                 Company Contributions. The Company and each Participating
Company may make discretionary contributions to the Accounts of one or more Participants
at such times and in such amounts as each such Board may determine; subject to
approval by the Company, in its sole and absolute discretion.


 


3.3                                 Investment Elections. The Committee may, in its sole and
absolute discretion, provide each Participant with a list of investment funds
available for hypothetical investment, and the Participant may designate, in a
manner specified by the Committee, one or more Funds that his or her Account
will be deemed to be invested in for purposes of determining the amount of
earnings to be credited to that Account. The Committee may, from time to time,
in its sole and absolute discretion, change the investment funds. The
Investment Return of each such commercially available fund shall be used to
determine the amount of earnings to be credited to Participants’ Accounts under
Subsection 4.1(c). In making the designation pursuant to this Section, the
Participant may specify that all or any one percent (1%) multiple of his or her
Account be deemed to be invested in one or more of the Funds offered by the
Committee. Subject to such limitations and conditions as the Committee may
specify, a Participant may change the designation made under this Section each
business day, in such manner and at such time or times as the Committee shall
specify from time to time. If a Participant fails to elect a Fund under this Section or
if the Committee does not provide such Participant with a List of Funds
pursuant to this Section, then the Participant shall be deemed to have elected
a money market or similar fund. The Company may, but need not, acquire
investments corresponding to those designated by the Participants hereunder,
and it is not under any obligation to maintain any investment it may make. Any
such investments, if made, shall be Company (or if applicable, each
Participating Company) property in which no Participant shall have any
interest.


 


ARTICLE IV


 


ACCOUNTS


 


4.1                                 Participant Accounts. The Committee shall establish and
maintain an Account for each Participant under the Plan. Each Participant’s
Account may be further divided into separate subaccounts (“investment fund
subaccounts”), corresponding to investment Funds elected by the Participant
pursuant to Section 3.3 or as otherwise determined by the Committee to be
necessary 


 


8

















 


or appropriate for proper
Plan administration. A Participant’s Account shall be credited as follows:


 


(a)           As
of the date on which a payroll withholding is made for a Participant, or as
soon as administratively practicable thereafter, the Committee shall credit the
investment fund subaccounts of that Participant’s Account with an amount equal
to Base Salary and/or Directors Fees deferred by the Participant during each
such pay period in accordance with the Participant’s election; that is, the
portion of the Participant’s deferred Base Salary and/or Directors Fees that
the Participant has elected to be deemed to be invested in a certain type of
investment Fund shall be credited to the investment fund subaccount
corresponding to that investment Fund.


 


(b)           As
of the date on which each Bonus and/or Commission would have been paid, or as
soon as administratively practicable thereafter, the Committee shall credit the
investment fund subaccounts of the Participant’s Account with an amount equal
to the portion of the Bonus and/or Commission deferred by the Participant’s
election; that is, the portion of the Participant’s deferred Bonus and/or
Commission that the Participant has elected to be deemed to be invested in a certain
type of investment Fund shall be credited to the investment fund subaccount
corresponding to that investment Fund.


 


(c)           As
soon as administratively practicable after the last day of the Plan Year or
such earlier time or times as the Committee may determine, the Committee shall
credit the investment fund subaccounts of the Participant’s Account with an
amount equal to the portion, if any, of any Company Contribution made to or for
the Participant’s benefit in accordance with Section 3.3; that is, the
portion of the Participant’s Company Contribution, if any, that the Participant
has elected to be deemed to be invested in a certain type of investment Fund
shall be credited to the investment fund subaccount corresponding to that
investment Fund.


 


(d)           At
such time or times as the Committee may determine, but not less frequently than
monthly, each investment fund subaccount of a Participant’s Account shall be
credited with earnings in an amount equal to that determined by multiplying the
balance credited to such investment fund subaccount as of the last day of the
preceding valuation period by the Investment Return for the corresponding Fund
selected by the Committee.


 


4.2                                 Maxtor Accounts. The Committee shall maintain and credit
Maxtor Accounts separately from Accounts established under this Section 4.1.
The Committee shall maintain and credit Maxtor Accounts consistent with the
Maxtor Plan, attached hereto as Exhibit B.


 


ARTICLE
V


 


VESTING


 


5.1                                 Account.


 


(a)           Compensation
Deferrals. A Participant’s Account attributable to Compensation deferred by
a Participant pursuant to the terms of this Plan, together with 


 


9

















 


any amounts credited to the Participant’s Account under Section 4.1
with respect to such deferrals, shall be one hundred percent (100%) vested at
all times.


 


(b)           Company
Contributions. The value of a Participant’s Account attributable to any
Company Contributions pursuant to Section 3.2 shall vest at such time or
times as the Company (or each Participating Company with the approval of the
Company), shall specify in connection with any such contributions. Unless
otherwise specified, Participants shall be one hundred percent (100%) vested in
such amounts together with any amounts credited to the Participants.


 


(c)           Maxtor
Accounts. All amounts credited to a Maxtor Account shall be one hundred
percent (100%) vested at all time, together with any earnings credited thereon.


 


ARTICLE VI


 


GENERAL DUTIES


 


6.1                                 Trustee Duties. The Trustee shall manage, invest and reinvest
the Trust Fund as provided in the Trust Agreement. The Trustee shall collect
the income on the Trust Fund, and make distributions therefrom, all as provided
in this Plan and in the Trust Agreement.


 


6.2                                 Remittance of Contributions. While the Plan remains in effect, the
Company and each Participating Company shall make contributions to the Trust
Fund at least once each quarter. As soon as administratively practicable after
the close of each Plan quarter, the Company and each Participating Company shall
make an additional contribution constituting their respective share to the
Trust Fund to the extent that previous contributions to the Trust Fund for the
current Plan quarter are less than the total of the Compensation deferrals made
by each Participant plus Company Contributions, if any, accrued as of the close
of the current Plan quarter.


 


6.3                                 Department of Labor Determination. In the event that any Participants are
found to be ineligible, that is, not members of a select group of management or
highly compensated employees, according to a determination made by the
Department of Labor, the Committee may take whatever steps it deems necessary,
in its sole and absolute discretion, to equitably protect the interests of the
affected Participants.


 


ARTICLE VII


 


DISTRIBUTIONS


 


7.1                                 Distribution Options. Each Participant may elect to receive
his or her deferrals (and earnings thereon either at termination, Disability or
at a specified date while employed (““Scheduled In-Service Withdrawals”),
subject to the provisions of this Article VII, provided, however, that
distributions of the Maxtor Accounts shall be paid pursuant to the terms of the
Maxtor Plan as set forth in Exhibit B. The Participant may make separate
distribution elections for each Plan Year’s deferrals (and earnings thereon).
The election to receive payment of a Plan Year’s deferrals (and earnings
thereon) at termination is irrevocable.


 


10

















 


7.2                                 Distribution due to Termination of
Employment or Long-Term Disability.


 


(a)                                  Normal Form of Distribution. Subject to Subsection 7.3(b) below,
in the event that a Participant’s employment terminates for any reason or the
Participant has a Disability, then the Participant’s Distributable Amount shall
normally be paid to the Participant (and after the Participant’s death to his
or her Beneficiary or Beneficiaries) in a cash lump sum payment payable on his
or her Payment Commencement Date.


 


(b)                                 Optional Forms of Distribution.


 


(1)           A
Participant may, in lieu of a lump sum distribution specified in Subsection 7.2(a) above,
elect any of the following optional forms of distribution (subject to
Subsection 7.2(c) below):


 


Form(s) of Distribution


 


12 quarterly installments


20 quarterly installments


40 quarterly installments


60 quarterly installments


 


If a Participant is eligible for and elects
installment payments, then the substantially equal quarterly installments shall
begin on the Participant’s Payment Commencement Date. Notwithstanding the
foregoing, if the Participant’s Distributable Amount becomes Five Thousand
Dollars ($5,000) or less, the Distributable Amount shall automatically be
distributed in the form of a cash lump sum as soon as reasonably practicable.


 


(2)           Upon
a Participant’s termination of employment for any reason, all of his or her
distribution elections for a Plan Year will be cancelled in favor of the most
recent termination distribution election for that Plan Year, provided that such
election was made at least one (1) year prior to the Participant’s
termination; otherwise, the most recent distribution election made by the
Participant one (1) or more years prior to the date of his or her
termination shall govern.


 


(c)                                  Distribution Elections.


 


(1)           A
Participant may make such distribution election by completing a form approved
by and filed with the Committee by the established enrollment deadline (or such
other period as the Committee may establish from time to time) of the date the
Eligible Employee first becomes a Participant. A Participant may change his or
her form of distribution under this Section provided that he or she files
the change with the Committee at least one (1) year prior to his or her
Payment Commencement Date.


 


(2)           Notwithstanding
the foregoing, if the Participant’s total Distributable Amount is Fifty
Thousand Dollars ($50,000) or less as of the Payment Commencement Date, the
Distributable Amount shall automatically be distributed in the form of a cash
lump sum on the Participant’s Payment Commencement Date.


 


11

















 


(3)           If
the Participant’s Distributable Amount is paid in installments, then the
Participant’s Account shall continue to be credited with earnings pursuant to
Subsection 4.1(c) and the installment amount shall be adjusted annually to
reflect gains and losses until all amounts credited to his or her Account under
the Plan have been distributed.


 


(4)           Amounts
payable pursuant to this Section shall be subject to the limitation on
payout under Section 7.5.


 


(d)                                 Death while Receiving Benefits. If the Participant dies prior to
receiving any or all of his or her Account, such Participant’s Distributable
Amount shall be paid to his or her Beneficiary or Beneficiaries in a cash lump
sum payment including all vested and unvested Company Contributions.


 


7.3                                 Scheduled and Unscheduled In-Service
Withdrawals.


 


(a)                                  Scheduled In-Service Withdrawals. A Participant may, in connection with
his or her Compensation deferral election for a Plan Year, specify a withdrawal
(a “Scheduled In-Service Withdrawal”) of all of his or her Account attributable
to Compensation deferred for such Plan Year, including any amounts credited
with respect to such deferrals pursuant to Subsection 4.1(d), subject to the
following restrictions:


 


(1)           A
Participant’s Scheduled In-Service Withdrawal election must specify a Scheduled
In-Service Withdrawal date that is at least two (2) years beyond the end
of the deferral Plan Year to which such election applies. A Participant may
amend or postpone to a later future year his or her Scheduled In-Service
Withdrawal election (including, without limitation, the form and/or timing of
the distribution); provided, however, such amendment or postponement (i) occurs
with at least one (1) year’s advance notice thereof, and (ii) the
newly elected In-Service Withdrawal date is at least two (2) years from
the date of such amendment or postponement and at least two (2) years
beyond the end of the deferral Plan Year to which the original election
applied.


 


(2)           The
election to take a Scheduled In-Service Withdrawal shall be made by completing
a form approved by and flied with the Committee.


 


(3)           The
amount payable to a Participant in connection with a Scheduled In-Service
Withdrawal shall in all cases be one hundred percent (100%) of the Compensation
deferred for the Plan Year with respect to which the election applies, together
with any earnings credited to such amount pursuant to Subsection 4.1(c),
determined as of the end of the calendar month preceding the month of the
Scheduled In-Service Withdrawal date.


 


(4)           Subject
to Section 7.5, payment of a Scheduled In-Service Withdrawal shall be made
in either a single lump sum or in annual installments over a two (2), three
(3), four (4) or five (5)-year period (as elected by the Participant);
provided, however, that if a Participant’s total Distributable Amount for a
Scheduled In-Service Withdrawal is Twenty-Five Thousand Dollars ($25,000) or
less as of the Payment Commencement Date, the Distributable Amount will be in
the form of a single 


 


12

















 


lump sum. Lump sum distributions shall be paid in January of the
year specified on the election form. Annual installment distributions shall
commence in January of the year specified on the election form, and shall
continue to be paid as soon as administratively practicable following the end
of the calendar year for the duration elected on the election form.


 


(5)           A
Participant’s Scheduled In-Service Withdrawal election shall become void and of
no effect upon termination of the Participant’s employment with the Company or
a Participating Company for any reason before the Participant’s Scheduled
In-Service Withdrawal date. In such event, the distribution provisions of Section 7.2
shall apply. A Participant shall not be deemed to have terminated employment
with the Company if the Participant transfers employment from one Participating
Company and becomes employed by another Participating Company without any
intervening employment.


 


(b)                                 Unscheduled In-Service Withdrawals. Participants may submit a request to
withdraw amounts from their Accounts attributable to Compensation deferrals
prior to termination of employment with the Company or a Participating Company
(an “Unscheduled In-Service Withdrawal”). A Participant shall not be deemed to
have terminated employment with the Company if the Participant transfers
employment from one Participating Company and becomes employed by another
Participating Company without any intervening employment. Upon receiving an
Unscheduled In-Service Withdrawal request, the Committee shall authorize such
Unscheduled In-Service Withdrawal subject to the following restrictions:


 


(1)           The
election to take an Unscheduled In-Service Withdrawal shall be made by
submitting the appropriate documents in a form satisfactory to the Committee.


 


(2)           The
amount payable to a Participant in connection with an Unscheduled In-Service
Withdrawal shall equal ninety percent (90%) of the requested amount and,
accordingly, shall not exceed ninety percent (90%) of the Distributable Amount.
An Unscheduled In-Service Withdrawal amount (the “In-Service Withdrawal Amount”)
shall be a minimum of the lesser of (i) $5,000 or (ii) 90% of the
Participant’s Distributable Amount. Notwithstanding the foregoing, the
Unscheduled In-Service Withdrawal Amount and the amount forfeited as a result
of such withdrawal shall not include any amounts attributable to Company
Contributions (and earnings thereon). The Unscheduled In-Service Withdrawal
Amount shall be calculated as of the end of the calendar month immediately
preceding the month in which the Unscheduled In-Service Withdrawal is made. The
Unscheduled In-Service Withdrawal Amount (and not the forfeited amount) shall
be subject to all applicable federal and state income taxes.


 


(3)           If
a Participant receives an Unscheduled In-Service Withdrawal, the remaining
portion of the requested Amount, as applicable (i.e., ten percent (10%) of such
amount), shall be permanently forfeited and the Company shall have no
obligation to the Participant or his or her Beneficiary or Beneficiaries with
respect to such forfeited amount.


 


13

















 


(4)           If
a Participant receives an Unscheduled In-Service Withdrawal, the Participant
shall be ineligible to participate in the Plan for the balance of the Plan Year
in which the Unscheduled In-Service Withdrawal occurs and all of the following
Plan Year.


 


(5)           An
Unscheduled In-Service Withdrawal of the Participant’s Distributable Amount
pursuant to this Section shall be made pro rata from his or her assumed
investments according to the balances in such investments. Subject to the
foregoing and subject to the Committee’s approval, payment of any amount with
respect to which a Participant has filed a request under this Section shall
be made in a single cash lump sum as soon as administratively practicable after
the Unscheduled In-Service Withdrawal election is approved.


 


7.4                                 Unforeseeable Emergency.


 


(a)                                  Triggering an Unforeseeable Emergency. The Committee may, in its sole and
absolute discretion, accelerate the date of distribution of a Participant’s
Account due to an unforeseeable emergency at any time without penalty. An
unforeseeable emergency withdrawal may be granted only for an unforeseeable,
severe financial condition resulting from (1) a sudden and unexpected illness
or accident of the Participant or his or her dependent (as defined in Code Section 152(a));
(2) loss of the Participant’s property due to casualty; or (3) other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant, but which may not be relieved
through other available resources of the Participant, as determined by the
Committee, in its sole and absolute discretion. If a Participant receives a
distribution pursuant to this Section, the Participant shall be ineligible to
participate in the Plan for the balance of the Plan Year in which the
distribution occurs and all of the following Plan Year.


 


(b)                                 Distribution Attributable to an
Unforeseeable Emergency. Unless the Committee, in its sole and absolute discretion, determines
otherwise, distribution pursuant to this Section of less than the
Participant’s entire interest in the Plan shall be made pro rata from his or
her assumed investments according to the balances in such investments. Subject
to the foregoing, payment of any amount with respect to which a Participant has
filed a request under this Section shall be made in a single cash lump sum
as soon as administratively practicable after the Committee approves the Participant’s
request.


 


7.5                                 Section 162(m) Limitation. If the Committee determines in good
faith that there is a reasonable likelihood that all or any portion of any
payment of benefits under this Article VII to a Participant would not be
deductible for federal income tax purposes by the Company or a Participating
Company, as applicable, because of a limitation on the total amount of the
Participant’s deductible compensation from the Company or a Participating
Company, as applicable, including any other such compensation already paid to
the Participant earlier in the same fiscal year of the Company or a
Participating Company, as applicable, the following shall apply:


 


14

















 


(a)           Payment
of the non-deductible amount shall be deferred until the first day of the
following fiscal year of the Company or a Participating Company, as applicable;


 


(b)           If
the amount deferred under Subsection 7.5(a) above would exceed the
limitation of the total amount of the Participant’s deductible compensation
from the Company or a Participating Company, as applicable, for the following
fiscal year, the excess shall be deferred to the first day of the succeeding
fiscal year in which the deductibility of compensation paid or payable to the
Participant will not be so limited, subject to Subsection 7.5(c) below;


 


(c)           In
no event shall any payment be deferred under this Section more than three (3) years
from the date scheduled for payment under this Article VII; and


 


(d)           Adjustment
for earnings shall continue to be applied under Subsection 4.1(d) during
the period of deferral under this Section.


 


7.6                                 Inability to Locate Participant. In the event that the Committee is
unable to locate a Participant or Beneficiary within two (2) years
following the Participant’s Distribution Event, the amount allocated to the
Participant’s Deferral Account shall be forfeited. If, after such forfeiture,
the Participant or Beneficiary later claims such benefit, such benefit
(calculated immediately prior to the forfeiture) shall be reinstated without
interest or earnings.


 


ARTICLE VIII


 


ADMINISTRATION


 


8.1                                 Committee. A Committee shall be appointed by, and serve at the
pleasure of, the Board of the Company. The number of members comprising the
Committee shall be determined by the Board of the Company, which may from time
to time vary the number of members. A member of the Committee may resign by
delivering a written notice of resignation to the Board of the Company. The
Board of the Company may remove any member by delivering a certified copy of
its resolution of removal to such member. Vacancies in the membership of the
Committee shall be filled promptly by the Board of the Company.


 


8.2                                 Committee Action. The Committee shall act at meetings by
affirmative vote of a majority of the members of the Committee. Any action
permitted to be taken at a meeting may be taken without a meeting if a written
consent to the action is signed by all members of the Committee and such
written consent is filed with the minutes of the proceedings of the Committee.
A member of the Committee shall not vote or act upon any matter that relates
solely to himself or herself as a Participant. The chairman or any other member
or members of the Committee designated by the chairman may execute any certificate
or other written direction on behalf of the Committee.


 


8.3                                 Powers and Duties of the Committee.


 


(a)           The
Committee, on behalf of the Participants and their Beneficiaries, shall enforce
the Plan in accordance with its terms, shall be charged with the general 


 


15

















 


administration of the Plan and shall have all powers necessary to
accomplish its purposes, including, but not by way of limitation, the
following:


 


(1)           To
select the funds to be the Funds in accordance with Section 3.3 hereof;


 


(2)           To
construe and interpret the terms and provisions of this Plan;


 


(3)           To
amend, modify, suspend or terminate the Plan in accordance with Section 9.4;


 


(4)           To
compute and certify the amount and kind of benefits payable to Participants and
their Beneficiaries and to direct the Trustee as to the distribution of Plan
assets;


 


(5)           To
maintain all records that may be necessary for the administration of the Plan;


 


(6)           To
provide for the disclosure of all information, and the filing or provision of
all reports and statements to Participants, Beneficiaries or governmental
agencies as shall be required by law;


 


(7)           To
make and publish such rules for the regulation of the Plan and procedures
for the administration of the Plan as are not inconsistent with the terms
hereof;


 


(8)           To
appoint a plan administrator or any other agent, and to delegate to them such
powers and duties in connection with the administration of the Plan as the
Committee may from time to time prescribe;


 


(9)           To
designate the subsidiaries and/or Participating Companies that will participate
in the Plan; and


 


(10)         To
amend, modify or suspend the Trust, subject to the terms and conditions of the
Trust Agreement.


 


8.4                                 Additional Powers of the Committee. Effective January 1, 2001, in
addition to the powers enumerated in Section 8.3, the Committee shall have
the following powers:


 


(a)                                  To establish and revise, from time to
time, the Charter governing the operation of the Committee, subject to the same
restrictions under Section 9.4 applicable to the Committee’s authority to
amend the Plan;


 


(b)                                 To elect successor members to the
Committee, when any other individual ceases to be a member of the Committee;
and


 


(c)                                  To perform all other acts deemed by the
members of the Committee to be necessary or appropriate for the execution of
their duties as members of the Committee.


 


16
















 


8.5                                 Construction and Interpretation. The Committee shall have full
discretion to construe and interpret the terms and provisions of this Plan,
which interpretation or construction shall be final and binding on all parties,
including but not limited to the Company, any Participating Company, and any
Participant or Beneficiary.


 


8.6                                 Information. To enable the Committee to perform its
functions, the Company and each Participating Company, as applicable, shall
supply full and timely information to the Committee on all matters relating to
the Compensation of all Participants, their death or other cause of
termination, and such other pertinent facts as the Committee may reasonably
require.


 


8.7                                 Compensation, Expenses and Indemnity.


 


(a)           The
members of the Committee shall serve without compensation for their services
hereunder.


 


(b)           The
Committee is authorized at the expense of the Company and each Participating
Company, on a pro rata basis based on the total number of Participants (if
elected by the Company) to employ such legal counsel as it may deem advisable
to assist in the performance of its duties hereunder. Expenses and fees in
connection with the administration of the Plan shall be paid by the Company and
each Participating Company.


 


(c)           To
the extent permitted by applicable state law, the Company and each
Participating Company, on a pro rata basis, based on the total number of
Participants shall indemnify and save harmless the Committee and each member
thereof, the Boards and any delegate of the Committee who is an employee of the
Company and each Participating Company based on total number of Participants
against any and all expenses, liabilities and claims, including legal fees to
defend against such liabilities and claims arising out of their discharge in
good faith of responsibilities under or incident to the Plan, other than
expenses and liabilities arising out of willful misconduct or gross negligence.
This indemnity shall not preclude such further indemnities as may be available
under insurance purchased by the Company or a Participating Company or provided
by the Company or a Participating Company under any bylaw, agreement or
otherwise, as such indemnities are permitted under state law.


 


8.8                                 Quarterly Statements. Under procedures established by the Committee,
a Participant shall receive a statement with respect to such Participant’s
Account at least quarterly.


 


ARTICLE IX


 


CLAIMS PROCEDURE


 


9.1                                 Claim for
Benefits.  Any claim
for benefits under this Plan must be submitted in writing to the Committee no later
than 90 days after the date on which the event that caused the claim to arise
occurred .  If a claim for benefits is
wholly or partially denied, the Committee, or its delegate, shall so notify the
claimant within 90 days after receipt of the claim.  If the Committee determines that an extension
is necessary, the Committee will notify the claimant within the initial 90-day
period that the Committee needs up to an additional 90 days to review 


 


17

















 


the
claim.  In the case of a claim for
disability benefits, the Committee shall notify the claimant within 45 days
after the claim is received unless the Committee determines that an extension
of time for processing is required due to matters beyond the control of the
Plan, in which case written notice of the extension shall be furnished to the
claimant prior to termination of the original 45-day period.  Such extension shall not exceed 30 days from
the end of the initial period.  If, prior
to the end of the first 30-day extension period, the Committee determines that,
due to matters beyond the control of the Plan, an additional extension of time
for processing is required, written notice of a second 30-day extension shall
be furnished to the claimant prior to termination of the first 30-day
extension.


 


9.2           Notice of Denial.  The notice of denial shall be written in a
manner calculated to be understood by the claimant and shall contain (a) the
specific reason or reasons for denial of the claim, (b) specific references
to the pertinent Plan provisions upon which the denial is based, (c) a
description of any additional material or information necessary to perfect the
claim together with an explanation of why such material or information is
necessary and (d) an explanation of the claims review procedure and time
limits, including a statement of the claimant’s right to bring a civil action
under section 502(a) of ERISA following an adverse benefit determination
on review.  In the case of a claim for
disability benefits, the notification shall also advise the claimant whether
the Committee’s denial relied upon any specific rule, guideline, protocol or
scientific or clinical judgment.  The
decision or action of the Committee shall be final, conclusive and binding on
all persons having any interest in the Plan, unless a written appeal is filed
as provided in Section 10.3 hereof.


 


9.3           Review of Claim.  Within 60 days after the receipt by the
claimant of notice of denial of a claim, the claimant may (a) file a request
with the Committee that it conduct a full and fair review of the denial of the
claim, (b) receive, upon request and free of charge, reasonable access to,
and copies of, all documents, records, and other information relevant to the
claim for benefits, and (c) submit questions and comments to the Committee in
writing.


 


9.4           Decision After
Review.  Within 60 days after the
receipt of a request for review under Section 10.3, the Committee, or its
delegate, shall deliver to the claimant a written decision with respect to the
claim, except that if there are special circumstances which require more time
for processing, the 60-day period shall be extended to 120 days upon notice to
that effect to the claimant.  The
decision shall be written in a manner calculated to be understood by the
claimant and shall (a) include the specific reason or reasons for the
decision, (b) contain a specific reference to the pertinent Plan
provisions upon which the decision is based, (c) a statement that the
claimant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records, and other information
relevant to the claim for benefits, and (d) a statement of the claimant’s
right to bring a civil action under section 502(a) of ERISA.  In the case of a claim for disability
benefits, the notice shall set forth:  (1) whether
the Committee’s denial relied upon any specific rule, guideline, protocol or
scientific or clinical judgment; and (2) the following statement: “You and
your Plan may have other voluntary alternative dispute resolution options, such
as mediation.  One way to find out what
may be available is to contact your local U.S. Department of Labor Office and
your State insurance regulatory agency.”


 


18

















 


9.5           Legal Action.  A claimant may not bring any legal action
relating to a claim for benefits under the Plan unless and until the claimant
has followed the claims procedures under the Plan and exhausted his or her
administrative remedies under such claims procedures.


 


9.6           Discretion of the
Committee.  All interpretations,
determinations and decisions of the Committee, or its delegate, with respect to
any claim shall be made in its sole discretion, and shall be final and
conclusive.


 


ARTICLE X


 


MISCELLANEOUS


 


10.1         Unsecured General Creditor.
Participants and their Beneficiaries, heirs, successors, and assigns shall have
no legal or equitable rights, claims, or interests in any specific property or
assets of the Company or a Participating Company. No assets of the Company or a
Participating Company shall be held in any way as collateral security for the
fulfilling of the obligations of the Company or a Participating Company under
this Plan. Any and all of the assets of the Company and the Participating
Companies shall be, and remain, the general unpledged, unrestricted assets of
the Company and the Participating Companies. The obligation of the Company and
each Participating Company under the Plan shall be merely that of an unfunded
and unsecured promise to pay money in the future, and the rights of the
Participants and Beneficiaries shall be no greater than those of unsecured
general creditors.


 


10.2         Restriction Against Assignment.
The Company and each Participating Company shall pay all amounts payable
hereunder only to the person or persons designated by the Plan and not to any
other person or corporation. No part of a Participant’s Account shall be liable
for the debts, contracts, or engagements of any Participant, his or her
Beneficiary, or successors in interest, nor shall a Participant’s Account be
subject to execution by levy, attachment, or garnishment or by any other legal
or equitable proceeding, nor shall any such person have any right to alienate,
anticipate, commute, pledge, encumber, or assign any benefits or payments
hereunder in any manner whatsoever. If any Participant, Beneficiary or
successor in interest is adjudicated bankrupt or purports to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge any distribution or
payment from the Plan, voluntarily or involuntarily, the Committee, in its sole
and absolute discretion, may cancel such distribution or payment (or any part
thereof) to or for the benefit of such Participant, Beneficiary or successor in
interest in such manner as the Committee shall direct.


 


10.3         Withholding. There shall be
deducted from each payment made under the Plan, all taxes that are required to
be withheld by the Company or each Participating Company, as applicable, in
respect to such payment. The Company or each Participating Company, as
applicable, shall have the right to reduce any payment by the amount of cash
sufficient to provide the amount of said taxes.


 


10.4         Amendment, Modification, Suspension
or Termination. The Plan was amended so that notwithstanding any other
provision of this Plan to the contrary, on and after February 2, 


 


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2001, Seagate US LLC
shall continue to be the sponsor of the Plan, but the Board of Directors of New
SAC, a Cayman Islands Limited Company (“New SAC”) shall replace Seagate US LLC
as the entity that has the power to amend and terminate the Plan and appoint
members of the Committee. Furthermore, the Board of Directors hereby delegates
to the Committee the authority to adopt and execute any amendment to the Plan
that the Board of New SAC could otherwise adopt under the provisions of this Section 9.4;
provided that any such amendment (1) does not abridge the power of the
Board of Directors of New SAC to amend the Plan or the Charter of the Committee
(including any amendment of the Plan or Charter that such Board intends to
supersede any amendment of the Committee) or to appoint or remove members of
the Committee, and (2) does not significantly increase the benefits payable
to members of the Committee, except in their capacity as members of a broad
class of employees for whom benefits are being increased. Any such amendment
shall be stated in an instrument in writing, executed in the same manner as the
Plan.


 


The Committee may amend, modify, suspend or terminate
the Plan in whole or in part, except that no amendment, modification,
suspension or termination shall have any retroactive effect to reduce any
amounts allocated to a Participant’s Account, provided that a termination or
suspension of the Plan or any Plan amendment or modification that will
significantly increase costs to the Company shall be approved by the Board. In
the event that this Plan is terminated, the timing of the disposition of the
amounts credited to a Participant’s Account shall occur in accordance with Section 7.2,
subject to earlier distribution at the discretion of the Committee.


 


10.5         Governing Law. This Plan shall
be construed, governed and administered in accordance with the internal
substantive laws of the State of California (other than the choice of law
principles) to the extent not pre-empted by applicable federal law (such as the
applicable provisions of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”)).


 


10.6         Receipt or Release. Any payment
to a Participant or the Participant’s Beneficiary in accordance with the
provisions of the Plan shall, to the extent thereof, be in full satisfaction of
all claims against the Committee, the Company and each Participating Company.
The Committee may require such Participant or Beneficiary, as a condition
precedent to such payment, to execute a receipt and release to such effect.


 


10.7         Payments on Behalf of Persons under
Incapacity. In the event that any amount becomes payable under the Plan to
a person who, in the sole judgment of the Committee, is considered by reason of
physical or mental condition to be unable to give a valid receipt therefor, the
Committee may direct that such payment be made to any person found by the
Committee, in its sole judgment, to have assumed the care of such person. Any
payment made pursuant to such determination shall constitute a full release and
discharge of the Committee, the Company and each Participating Company.


 


10.8         No Employment Rights.
Participation in this Plan shall not confer upon any person any right to be
employed by the Company or any Participating Company or any other right not
expressly provided hereunder.


 


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10.9         Headings, etc. Not Part of Agreement.
Headings and subheadings in this Plan are inserted for convenience of reference
only and are not to be considered in the construction of the provisions hereof.


 


10.10       Liability Between Company and
Participating Companies. The Company and each Participating Company shall
each be solely liable for liabilities relating to, resulting from and arising
out of its own Employees’ or Directors’ participation in the Plan.


 


IN WITNESS
WHEREOF, the Seagate Benefits Administrative Committee, by
its duly authorized officer, has executed this restated Plan as of December 21,
2009.


 


	
   

  	
  SEAGATE BENEFITS ADMINISTRATIVE COMMITTEE

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JOY NYBERG

  
	
   

  	
  Title:
  Vice President Compensation and Benefits

  



 


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EXHIBIT “A” 

PARTICIPATING COMPANIES


 


Seagate
Technology (US) Holdings, Inc.


 


XIOtech
Corporation, until December 31, 2002


 


Seagate
Technology LLC


 


Seagate
Technology Investment Holdings LLC


 


Seagate
RSS LLC


 


Seagate
Removable Storage Solutions (US) Holdings, Inc.


 


Seagate
Removable Storage Solutions LLC


 


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EXHIBIT “B”


 


MAXTOR CORPORATION EXECUTIVE

DEFERRED COMPENSATION PLAN


 


ii