however, may terminate earlier in connection with the termination of the named executive officer's employment
with us. In the event an executive's employment terminates, stock options granted to the executive will generally
remain exercisable until the earlier to occur of three months following the executive's severance date or the
expiration date of the stock options, except that all outstanding stock options held by an executive will terminate
immediately in the event the executive's employment is terminated for cause. Subject to the earlier expiration of
the stock options, stock options granted to the named executive officer will remain exercisable for a longer
period upon the occurrence of specified events, as follows: one year in the event the executive ceases to be an
employee due to his total disability; three years in the event of the executive's death; and three years after the
executive meets the criteria of a "qualified retiree" by satisfying certain minimum service-period requirements
described below.
vesting dates of the RSU awards reported in the "Fiscal 2013 Grants of Plan-Based Awards Table" are disclosed
in the "Outstanding Equity Awards at Fiscal 2013 Year-End Table" table below. Restricted stock units are
credited to a bookkeeping account that we have established on behalf of each named executive officer.
the right to receive a dividend equivalent with respect to any unpaid RSU (whether vested or not) held as of the
record date for the dividend payment. A dividend equivalent is a credit to the named executive officer's
bookkeeping account of an additional number of RSUs equal to (i) the per-share cash dividend, multiplied by
(ii) the number of RSUs held by the named executive officer as of the record date of the dividend payment,
divided by (iii) the per-share closing market price of our common stock on the date the dividend is paid.
Dividend equivalents will be subject to the same vesting, payment and other terms and conditions as the original
stock units to which they relate (except that dividend equivalents may be paid in cash based on the closing
market price of a share of our common stock on the date of payment).
acquisition of HGST and not part of our regular annual long-term incentive award process. These PSU awards
are referred to as acquisition PSU awards to distinguish them from the LTI PSU awards. Each acquisition PSU
award granted to Messrs. Milligan, Leyden and Cordano represents a contractual right to receive a target number
of shares of our common stock based on achievement of certain performance milestones to be established by the
Compensation Committee. One-half of the target number of shares were eligible to become earned and payable
based on milestones to be established by the Compensation Committee for fiscal 2013, and, subject to the
executive's continued employment, the remaining 50% of the target number of shares are eligible to become
earned and payable based on milestones established by the Compensation Committee for fiscal 2014. The actual
number of shares of our common stock that may become earned and payable for each such fiscal year will range
from 0% to 200% of the target number of shares based on the level of achievement of the milestones. The target
number of PSUs subject to the award are credited to a bookkeeping account that we have established on behalf of
each executive officer.
officer will have the right to receive a dividend equivalent with respect to any unpaid PSUs (whether vested or
not) held as of the record date for the dividend payment. A dividend equivalent is a credit to the named executive
officer's bookkeeping account of an additional number of PSUs equal to (i) the per-share cash dividend,
multiplied by (ii) the number of PSUs held by the named executive officer as of the record date of the dividend
payment, divided by (iii) the per-share closing market price of our common stock on the date the dividend is
paid. Dividend equivalents will be subject to the same vesting, payment and other terms and conditions as the