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.
11. The general purpose of this amendment and restatement is to comply with the provisions of Section 409A of the Code, and this amended and restated Plan will be interpreted accordingly. The Company intends to amend and restate the Plan, effective as of January 1, 2009 as applied to amounts deferred under the Plan that were earned or vested on or after January 1, 2005, and any earnings attributable thereto. Amounts deferred under the Plan that were both earned and vested on or prior to December 31, 2004, and any earnings attributable thereto, shall continue to be governed by the terms of the Seagate Deferred Compensation Plan, Amended and Restated as in effect on December 31, 2004. No such amounts are subject to Section 409A of the Code. For periods prior to January 1, 2009, the Plan was operated in reasonable, good faith compliance with the requirements of Section 409A of the Code..
NOW THEREFORE, the Company hereby establishes the Plan as follows:
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 Participants Compensation that he or she elects to defer, (b) Company Contributions, if any, made to the Plan for the Participants benefit, and (c) adjustments to reflect deemed earnings pursuant to Subsection 4.1(c).
1.2. Base Salary. Base Salary means the Employees base salary for the Plan Year. Base Salary excludes any other form of compensation such as Bonuses, Commissions, restricted stock, proceeds from stock options or stock appreciation rights, expatriate premiums, hypothetical tax payments for expatriates, severance payments, moving expenses, car or other special allowance, non-monetary awards, after-tax withholdings for accident, death and disability, life insurance premiums, amounts that would be cash compensation for services to the Employer includible in the Employees gross income for the calendar year but for a compensation reduction election under Code Sections 125, including deductions for medical and dental premiums and health and dependent care flexible spending accounts, and other special compensation, and reduced by the Social Security and Medicare withholding obligations imposed on the Employer and any other withholding requirements imposed by law with respect to such amounts, or any other amounts included in an Eligible Employees 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 Participants death. No Beneficiary designation shall become effective unless and until it is filed with the Committee during the Participants lifetime.