SEAGATE TECHNOLOGY INC
10-K405, EX-10.21, 2000-08-23
COMPUTER STORAGE DEVICES
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                                                                   EXHIBIT 10.21

                               SEAGATE TECHNOLOGY

               DEFERRED COMPENSATION PLAN FOR CORPORATE OFFICERS
                                  PLAN SUMMARY

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PLAN PURPOSE                    To provide a tax deferred capital accumulation
                                opportunity through deferrals of salary and
                                bonus awards. To provide a competitive benefit
                                to retain highly compensated employees of
                                Seagate.

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FIRST PLAN YEAR                 July 1, 2000 through December 31, 2000.

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SUBSEQUENT PLAN YEARS           January 1 through December 31.

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ADMINISTRATION COMMITTEE        Appointed Committee (401k).

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ELIGIBILITY FOR PARTICIPATION   -  A select group of highly compensated
                                   employees including all Vice Presidents, or
                                   equivalent (other high level technical
                                   positions) and above.

                                -  Members of the Seagate Technology Board of
                                   Directors or other companies as specified.

                                -  Newly eligible employees will be notified by
                                   the company of their eligibility and have 60
                                   days to complete their deferral election for
                                   participation in the current Plan year.

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SOURCES OF DEFERRALS            -  Up to 100% of annual base salary, director
                                   fees, commissions and/or bonuses.

                                -  Minimum election - $5,000 per year of
                                   deferral. Minimum deferral can be satisfied
                                   from salary and/or variable compensation.

                                -  Minimum Deferral for Plan year 2000 is
                                   $2,500.

                                   -  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.

                                -  No deferral election shall reduce a
                                   participant's compensation below the amount
                                   necessary to satisfy the following
                                   obligations:

                                   -  Applicable employment taxes (e.g., FICA/
                                      Medicare) on amounts deferred.

                                   -  Benefit Plan withholding requirements.

                                   -  Income tax withholding for compensation
                                      that cannot be deferred.

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DEFERRAL ELECTIONS SALARY OR    -  For the 2000 Plan year, initial elections
DIRECTOR FEES:                     must be filed by June 16, 2000 to be
                                   effective beginning with the July 20, 2000
                                   pay date.

                                -  Subsequent elections to be filed by the open
                                   enrollment forms due date of the year prior
                                   to the year the salary or director fees are
                                   paid.

                                -  All deferrals are credited to the Plan year
                                   in which they are paid.

                                -  Newly eligible employees may file an election
                                   within 60 days of date of hire or being
                                   notified by the Company of their eligibility,
                                   otherwise they may elect to defer salary in a
                                   subsequent annual open enrollment.

                                -  Deferrals must be elected for each Plan year.

                                -  Salary or Director Fee deferral elections are
                                   revocable.

                                BONUS AND COMMISSION:

                                -  For the 2000 Plan year, initial elections
                                   must be filed by June 16, 2000 for bonus and
                                   commissions to be paid in 2000.

                                -  All deferrals are credited to the Plan year
                                   in which they are paid.

                                -  Subsequently, elections are to be filed by
                                   the open enrollment forms due date of the
                                   year prior to the year the bonus and/or
                                   commissions are paid.

                                -  Newly eligible employees may file an election
                                   within 60 days of being notified by the
                                   Company of their eligibility, otherwise they
                                   may elect to defer bonus and commissions in a
                                   subsequent annual open enrollment.

                                -  Deferrals must be elected for each Plan year.

                                -  Bonus and commission deferral elections are
                                   irrevocable.

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SOURCES OF                      Discretionary Company contributions may be made
COMPANY CONTRIBUTIONS           as special incentives or rewards subject to a
                                vesting schedule specified at the time of
                                contribution.

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DEFERRAL ACCOUNT                Amounts of salary and variable compensation
                                deferrals will be credited to a participant's
                                account on the day of payroll deduction.

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INVESTMENT OPTIONS              -  Participants shall specify that their
                                   Deferral Account be deemed to be invested in
                                   one or more of the benchmark funds available.

                                -  The Company has the right to change the
                                   benchmark funds from time to time.


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                                -  Each year's deferrals may have a separate
                                   investment allocation.

                                -  The net investment earnings credited to the
                                   Deferral Account is the net investment return
                                   of the applicable benchmark funds.

                                -  Investment allocations may be changed daily.

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EARNINGS (LOSSES) CREDITED      Credited using daily unit values of the
TO DEFERRAL ACCOUNT             applicable benchmark funds selected by the
                                participant.

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VESTING                         Employee Deferrals, Company contributions, if
                                any, and net investment returns credited to
                                Deferral Accounts will vest as follows:

                                -  Participants will vest immediately in their
                                   own voluntary deferrals.

                                -  Vesting schedules for any Company
                                   contributions will be established by the
                                   Company at the time the contribution is
                                   determined.

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DISTRIBUTION OF ACCOUNT         Each year's deferrals and earnings thereon may
BALANCES                        have a separate distribution schedule.

                                -  A participant may elect to receive that Plan
                                   year's deferrals and earnings thereon either
                                   at termination, January following
                                   termination, or at a specified date while
                                   employed.

                                -  The election to receive payment of a Plan
                                   year's deferrals and earnings thereon at
                                   termination is irrevocable.

                                TERMINATION/LONG-TERM DISABILITY

                                In the event of a termination of employment, or
                                long-term disability (as defined in the
                                Company's Long-term disability plan), the normal
                                form of distribution will be a single lump sum.
                                Participants may elect an optional form of
                                distribution. The optional forms of distribution
                                include quarterly installments spanning 5, 10,
                                or 15 years. The form of distribution (lump sum
                                or quarterly installments) or commencement date
                                may be modified with at least one years' advance
                                notice.

DISTRIBUTION OF ACCOUNT         -  The form of distribution and commencement
BALANCES (CONTINUED)               date elected for termination will apply to
                                   all Plan year's deferrals, except for any
                                   Plan year's election to receive the Plan
                                   year's deferrals and earnings thereon as a
                                   Scheduled In-Service Withdrawal. At the time
                                   of termination, the most recent effective
                                   election (on file for



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                                   one year or longer) will supercede all other
                                   elections and govern the form of termination
                                   distribution payment.

                                Distributions commence as soon as practicable
                                after the first day of the month following the
                                end of the quarter in which the termination
                                occurs or January following termination as
                                elected by the participant. Distributions are
                                taxable when received. Notwithstanding any of
                                the above, if no election is on file for a
                                participant or if a participant's Account
                                balance is $50,000 or less, then the account
                                will be distributed in a single lump sum.

                                SCHEDULED IN-SERVICE WITHDRAWALS

                                -  A participant may elect to receive a
                                   distribution from the Plan while still
                                   employed. Each year of deferrals and earnings
                                   thereon may have a separate distribution
                                   schedule.

                                -  A specific distribution commencement year can
                                   be elected, at the time of the deferral
                                   election, as long as the distribution
                                   commencement year elected is a minimum of two
                                   years beyond the end of the deferral Plan
                                   year to which the Scheduled In-Service
                                   Withdrawal election is attached.

                                -  A participant may elect to receive the
                                   distribution in a lump sum payment or in
                                   annual installments over a 2-, 3-, 4-, or
                                   5-year period.

                                   -  The form of distribution (lump sum or
                                      annual installments) may be amended up to
                                      one year prior to the elected distribution
                                      commencement date by providing the Company
                                      with written notice on a form to be
                                      provided by TBG Financial.

                                   -  Lump sum distributions will be paid in
                                      January of the year specified on the
                                      election form. Annual installment
                                      distributions will commence in January of
                                      the year specified on the election form.

DISTRIBUTION OF ACCOUNT            -  Notwithstanding the above, if a
BALANCES (CONTINUED)                  participant's total distribution for a
                                      specific Scheduled In-Service Withdrawal
                                      year is $25,000 or less, payment will be
                                      in the form of a single lump sum.

                                -  The specific distribution commencement year
                                   elected can be changed or postponed to a
                                   later future year with at least one year's
                                   advance notice.

                                -  If a participant terminates employment prior
                                   to the Scheduled Withdrawal Date, that
                                   portion of the participant's Deferral Account
                                   will be distributed on termination of
                                   employment in the form of distribution
                                   previously selected and qualified to receive.


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                                -  If a participant terminates employment in the
                                   midst of receiving scheduled withdrawal
                                   installments, the remaining installments will
                                   be accelerated and paid out according to the
                                   effective termination distribution election
                                   on file.

                                NONSCHEDULED IN-SERVICE WITHDRAWALS

                                -  These are unplanned distributions.

                                   -  Participants may request a Nonscheduled
                                      In-Service Withdrawal of up to 100% of his
                                      or her vested Account balance. 10% of the
                                      requested amount will be forfeited; and

                                   -  Participants electing such a distribution
                                      will be ineligible to participate in the
                                      Plan for the balance of the Plan year and
                                      the following Plan year.

                                   -  Nonscheduled In-Service Withdrawals must
                                      be approved by Administrative Committee.

                                HARDSHIP WITHDRAWALS are permitted without
                                penalty subject to approval by the
                                Administration Committee but can be granted only
                                for the following reasons:

                                -  Participant's or dependent's illness or
                                   accident;

                                -  Casualty loss of participant's property;

                                -  Other similar circumstances arising out of
                                   events beyond the control of the participant;
                                   and

                                Participants electing such a distribution will
                                be ineligible to participate in the Plan for the
                                balance of the Plan year and the following Plan
                                year.

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RABBI TRUST                     -  A Rabbi Trust provides security of the
                                   Deferred Compensation Plan benefits from the
                                   risk of change in control and repudiation.

                                -  The Rabbi Trust receives the participant's
                                   deferrals and invests the cash.

                                -  The Rabbi Trust owns all assets.

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DEATH BENEFIT                   -  If an active participant dies, the Account
                                   balance, including any remaining In-Service
                                   Withdrawal installments and all vested and
                                   unvested Company contributions, will be paid
                                   in a lump sum to named beneficiaries, subject
                                   to ordinary income taxes.

                                -  If a terminated participant receiving
                                   installment distributions dies, the
                                   beneficiary will be paid the remaining
                                   balance as a lump sum.

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RISK OF LOSS                    All amounts deferred under the Plan and earnings
                                on these amounts are Company assets. In the
                                event of the Company's bankruptcy or insolvency,
                                the rights of Plan participants would be no
                                greater than those of general unsecured
                                creditors of the Company.

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PLAN AMENDMENT                  The Plan may be amended or terminated
                                at any time, except that no such modification or
                                termination shall reduce any amounts then
                                credited to a participant's Account.

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