Seagate Technology Independent Board Member Compensation Policy (April 28, 2005)

Contract Categories: Human Resources › Compensation Agreements
Summary

Seagate Technology's compensation policy outlines how independent board members are paid. Upon election, each member receives an option to buy 100,000 shares of company stock, vesting over four years. Afterward, members get an annual option for 25,000 shares upon re-election, also vesting over four years. Board members receive a $50,000 annual cash retainer, paid quarterly. The Audit Committee chair gets an extra $50,000 per year, and members of the Audit and Compensation Committees receive $2,500 for each quarterly meeting attended in person. Travel and related expenses are reimbursed.

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EX-10.28 2 dex1028.htm SUMMARY DESCRIPTION OF SEAGATE TECHNOLOGY'S COMPENSATION POLICY Summary description of Seagate Technology's compensation policy

EXHIBIT 10.28

 

SEAGATE TECHNOLOGY (“ST”)

APPROVED INDEPENDENT BOARD MEMBER COMPENSATION

APRIL 28, 2005

 

· INITIAL GRANT OF AN OPTION FOR 100,000 SHARES OF ST STOCK AT FAIR MARKET VALUE AS OF THE DATE OF GRANT, WITH A FOUR-YEAR VESTING SCHEDULE, 25% CLIFF PER YEAR, UPON ELECTION TO THE BOARD, EFFECTIVE AS OF THE DATE OF ELECTION AS A BOARD MEMBER BY THE ST SHAREHOLDERS

 

· ANNUAL REFRESHMENT GRANT EACH YEAR THEREAFTER, UPON RE-ELECTION TO THE BOARD, OF AN OPTION FOR 25,000 SHARES OF ST STOCK AT FAIR MARKET VALUE AS OF THE DATE OF GRANT, WITH A FOUR YEAR VESTING SCHEDULE. GRANT TO BE MADE ON THE DAY OF RE-ELECTION TO THE BOARD EACH YEAR AT ANNUAL MEETING TO EACH BOARD MEMBER WITH SIX (6) MONTHS’ TENURE AS OF DATE OF ANNUAL MEETING

 

· CASH RETAINER OF $50,000 PER YEAR, PAYABLE IN FOUR EQUAL INSTALLMENTS OF $12,500 PER QUARTER, PAYABLE TO DIRECTORS IN GOOD STANDING AT THE DATE OF EACH REGULAR QUARTERLY BOARD MEETING

 

· AN ADDITIONAL CASH RETAINER OF $50,000 PER YEAR, PAYABLE IN FOUR EQUAL INSTALLMENTS OF $12,500 PAYABLE ON THE FIRST DAY OF EACH CALENDAR QUARTER, TO THE BOARD MEMBER SERVING AS THE CHAIRMAN OF THE AUDIT COMMITTEE

 

· CASH PAYMENT OF $2,500 PER QUARTERLY MEETING ATTENDED IN PERSON, TO MEMBERS OF THE AUDIT COMMITTEE, EFFECTIVE THE FOURTH QUARTER OF FISCAL 2004 (EXCLUDING AUDIT COMMITTEE CHAIRMAN)

 

· CASH PAYMENT OF $2,500 PER QUARTERLY MEETING ATTENDED IN PERSON, TO MEMBERS OF THE COMPENSATION COMMITTEE, EFFECTIVE WITH PAYMENT FOR THE FOURTH QUARTER OF FISCAL 2005

 

· NO PER MEETING COMPENSATION FOR BOARD OR COMMITTEE MEETINGS OTHER THAN AUDIT COMMITTEE AND COMPENSATION COMMITTEE MEETING COMPENSATION AS SET OUT ABOVE

 

· REIMBURSEMENT FOR BOARD MEETING TRAVEL AND RELATED EXPENSES