Ireland | 98-1597419 | |||||||
(State or other jurisdiction of | (I.R.S. Employer | |||||||
incorporation or organization) | Identification Number) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Ordinary Shares, par value $0.00001 per share | STX | The NASDAQ Global Select Market |
PAGE NO. | |||||||||||
Table of Contents | Page | |||||||||||||
April 1, 2022 | July 2, 2021 | ||||||||||
(unaudited) | |||||||||||
ASSETS | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 1,138 | $ | 1,209 | |||||||
Accounts receivable, net | 1,344 | 1,158 | |||||||||
Inventories | 1,479 | 1,204 | |||||||||
Other current assets | 298 | 208 | |||||||||
Total current assets | 4,259 | 3,779 | |||||||||
Property, equipment and leasehold improvements, net | 2,197 | 2,181 | |||||||||
Goodwill | 1,237 | 1,237 | |||||||||
Other intangible assets, net | 14 | 29 | |||||||||
Deferred income taxes | 1,121 | 1,117 | |||||||||
Other assets, net | 317 | 332 | |||||||||
Total Assets | $ | 9,145 | $ | 8,675 | |||||||
LIABILITIES AND EQUITY | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | 1,948 | $ | 1,725 | |||||||
Accrued employee compensation | 194 | 282 | |||||||||
Accrued warranty | 64 | 61 | |||||||||
Current portion of long-term debt | 30 | 245 | |||||||||
Accrued expenses | 645 | 608 | |||||||||
Total current liabilities | 2,881 | 2,921 | |||||||||
Long-term accrued warranty | 84 | 75 | |||||||||
Other non-current liabilities | 145 | 154 | |||||||||
Long-term debt, less current portion | 5,614 | 4,894 | |||||||||
Total Liabilities | 8,724 | 8,044 | |||||||||
Commitments and contingencies (See Notes 10, 12 and 13) | |||||||||||
Shareholders’ Equity: | |||||||||||
Ordinary shares and additional paid-in capital | 7,151 | 6,977 | |||||||||
Accumulated other comprehensive income (loss) | 37 | (41) | |||||||||
Accumulated deficit | (6,767) | (6,305) | |||||||||
Total Equity | 421 | 631 | |||||||||
Total Liabilities and Equity | $ | 9,145 | $ | 8,675 |
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||||||||
April 1, 2022 | April 2, 2021 | April 1, 2022 | April 2, 2021 | ||||||||||||||||||||
Revenue | $ | 2,802 | $ | 2,731 | $ | 9,033 | $ | 7,668 | |||||||||||||||
Cost of revenue | 1,996 | 1,991 | 6,323 | 5,636 | |||||||||||||||||||
Product development | 233 | 227 | 694 | 671 | |||||||||||||||||||
Marketing and administrative | 141 | 126 | 410 | 366 | |||||||||||||||||||
Amortization of intangibles | 3 | 3 | 9 | 9 | |||||||||||||||||||
Restructuring and other, net | — | (2) | 2 | 1 | |||||||||||||||||||
Total operating expenses | 2,373 | 2,345 | 7,438 | 6,683 | |||||||||||||||||||
Income from operations | 429 | 386 | 1,595 | 985 | |||||||||||||||||||
Interest income | — | 1 | 1 | 2 | |||||||||||||||||||
Interest expense | (63) | (59) | (184) | (161) | |||||||||||||||||||
Other, net | (15) | 11 | (14) | 25 | |||||||||||||||||||
Other expense, net | (78) | (47) | (197) | (134) | |||||||||||||||||||
Income before income taxes | 351 | 339 | 1,398 | 851 | |||||||||||||||||||
Provision for income taxes | 5 | 10 | 25 | 19 | |||||||||||||||||||
Net income | $ | 346 | $ | 329 | $ | 1,373 | $ | 832 | |||||||||||||||
Net income per share: | |||||||||||||||||||||||
Basic | $ | 1.59 | $ | 1.41 | $ | 6.18 | $ | 3.38 | |||||||||||||||
Diluted | 1.56 | 1.39 | 6.08 | 3.34 | |||||||||||||||||||
Number of shares used in per share calculations: | |||||||||||||||||||||||
Basic | 218 | 233 | 222 | 246 | |||||||||||||||||||
Diluted | 222 | 237 | 226 | 249 |
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||||||||
April 1, 2022 | April 2, 2021 | April 1, 2022 | April 2, 2021 | ||||||||||||||||||||
Net income | $ | 346 | $ | 329 | $ | 1,373 | $ | 832 | |||||||||||||||
Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
Change in net unrealized gains (losses) on cash flow hedges: | |||||||||||||||||||||||
Net unrealized gains arising during the period | 56 | 4 | 58 | 20 | |||||||||||||||||||
Losses (gains) reclassified into earnings | 6 | (7) | 18 | (9) | |||||||||||||||||||
Net change | 62 | (3) | 76 | 11 | |||||||||||||||||||
Change in unrealized components of post-retirement plans: | |||||||||||||||||||||||
Net unrealized gains arising during the period | — | 1 | 1 | — | |||||||||||||||||||
Losses reclassified into earnings | — | — | 1 | 2 | |||||||||||||||||||
Net change | — | 1 | 2 | 2 | |||||||||||||||||||
Foreign currency translation adjustments | — | — | — | 15 | |||||||||||||||||||
Total other comprehensive income (loss), net of tax | 62 | (2) | 78 | 28 | |||||||||||||||||||
Comprehensive income | $ | 408 | $ | 327 | $ | 1,451 | $ | 860 |
For the Nine Months Ended | |||||||||||
April 1, 2022 | April 2, 2021 | ||||||||||
OPERATING ACTIVITIES | |||||||||||
Net income | $ | 1,373 | $ | 832 | |||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | 324 | 294 | |||||||||
Share-based compensation | 106 | 87 | |||||||||
Deferred income taxes | 2 | (7) | |||||||||
Other non-cash operating activities, net | 46 | (8) | |||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable, net | (186) | 138 | |||||||||
Inventories | (275) | (141) | |||||||||
Accounts payable | 209 | 60 | |||||||||
Accrued employee compensation | (88) | (46) | |||||||||
Accrued expenses, income taxes and warranty | 19 | — | |||||||||
Other assets and liabilities | (53) | (61) | |||||||||
Net cash provided by operating activities | 1,477 | 1,148 | |||||||||
INVESTING ACTIVITIES | |||||||||||
Acquisition of property, equipment and leasehold improvements | (309) | (374) | |||||||||
Proceeds from sale of investments | 34 | 11 | |||||||||
Proceeds from the sale of assets | — | 4 | |||||||||
Purchases of investments | (18) | (4) | |||||||||
Maturities of short-term investments | — | 3 | |||||||||
Net cash used in investing activities | (293) | (360) | |||||||||
FINANCING ACTIVITIES | |||||||||||
Redemption and repurchase of debt | (701) | (27) | |||||||||
Dividends to shareholders | (458) | (495) | |||||||||
Repurchases of ordinary shares | (1,313) | (1,819) | |||||||||
Taxes paid related to net share settlement of equity awards | (45) | (33) | |||||||||
Proceeds from issuance of long-term debt | 1,200 | 1,000 | |||||||||
Proceeds from issuance of ordinary shares under employee stock plans | 68 | 95 | |||||||||
Other financing activities, net | (6) | (19) | |||||||||
Net cash used in financing activities | (1,255) | (1,298) | |||||||||
Decrease in cash, cash equivalents and restricted cash | (71) | (510) | |||||||||
Cash, cash equivalents and restricted cash at the beginning of the period | 1,211 | 1,724 | |||||||||
Cash, cash equivalents and restricted cash at the end of the period | $ | 1,140 | $ | 1,214 |
Number of Ordinary Shares | Par Value of Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total | |||||||||||||||||||||||||||||||||
Balance at December 31, 2021 | 219 | $ | — | $ | 7,084 | $ | (25) | $ | (6,533) | $ | 526 | |||||||||||||||||||||||||||
Net income | 346 | 346 | ||||||||||||||||||||||||||||||||||||
Other comprehensive income | 62 | 62 | ||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares under employee share plans | 1 | 31 | 31 | |||||||||||||||||||||||||||||||||||
Repurchases of ordinary shares | (4) | (428) | (428) | |||||||||||||||||||||||||||||||||||
Dividends to shareholders ($0.70 per ordinary share) | (152) | (152) | ||||||||||||||||||||||||||||||||||||
Share-based compensation | 36 | 36 | ||||||||||||||||||||||||||||||||||||
Balance at April 1, 2022 | 216 | $ | — | $ | 7,151 | $ | 37 | $ | (6,767) | $ | 421 |
Number of Ordinary Shares | Par Value of Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total | |||||||||||||||||||||||||||||||||
Balance at January 1, 2021 | 240 | $ | — | $ | 6,855 | $ | (36) | $ | (5,829) | $ | 990 | |||||||||||||||||||||||||||
Net income | 329 | 329 | ||||||||||||||||||||||||||||||||||||
Other comprehensive loss | (2) | (2) | ||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares under employee share plans | 1 | 55 | 55 | |||||||||||||||||||||||||||||||||||
Repurchases of ordinary shares | (11) | (762) | (762) | |||||||||||||||||||||||||||||||||||
Tax withholding related to vesting of restricted share units | — | (1) | (1) | |||||||||||||||||||||||||||||||||||
Dividends to shareholders ($0.67 per ordinary share) | (154) | (154) | ||||||||||||||||||||||||||||||||||||
Share-based compensation | 29 | 29 | ||||||||||||||||||||||||||||||||||||
Balance at April 2, 2021 | 230 | $ | — | $ | 6,939 | $ | (38) | $ | (6,417) | $ | 484 |
Number of Ordinary Shares | Par Value of Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total | |||||||||||||||||||||||||||||||||
Balance at July 2, 2021 | 227 | $ | — | $ | 6,977 | $ | (41) | $ | (6,305) | $ | 631 | |||||||||||||||||||||||||||
Net income | 1,373 | 1,373 | ||||||||||||||||||||||||||||||||||||
Other comprehensive income | 78 | 78 | ||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares under employee share plans | 4 | 68 | 68 | |||||||||||||||||||||||||||||||||||
Repurchases of ordinary shares | (14) | (1,333) | (1,333) | |||||||||||||||||||||||||||||||||||
Tax withholding related to vesting of restricted share units | (1) | (45) | (45) | |||||||||||||||||||||||||||||||||||
Dividends to shareholders ($2.07 per ordinary share) | (457) | (457) | ||||||||||||||||||||||||||||||||||||
Share-based compensation | 106 | 106 | ||||||||||||||||||||||||||||||||||||
Balance at April 1, 2022 | 216 | $ | — | $ | 7,151 | $ | 37 | $ | (6,767) | $ | 421 |
Number of Ordinary Shares | Par Value of Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total | |||||||||||||||||||||||||||||||||
Balance at July 3, 2020 | 257 | $ | — | $ | 6,757 | $ | (66) | $ | (4,904) | $ | 1,787 | |||||||||||||||||||||||||||
Net income | 832 | 832 | ||||||||||||||||||||||||||||||||||||
Other comprehensive income | 28 | 28 | ||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares under employee share plans | 4 | 95 | 95 | |||||||||||||||||||||||||||||||||||
Repurchases of ordinary shares | (30) | (1,830) | (1,830) | |||||||||||||||||||||||||||||||||||
Tax withholding related to vesting of restricted share units | (1) | (33) | (33) | |||||||||||||||||||||||||||||||||||
Dividends to shareholders ($1.99 per ordinary share) | (482) | (482) | ||||||||||||||||||||||||||||||||||||
Share-based compensation | 87 | 87 | ||||||||||||||||||||||||||||||||||||
Balance at April 2, 2021 | 230 | $ | — | $ | 6,939 | $ | (38) | $ | (6,417) | $ | 484 |
April 1, 2022 | July 2, 2021 | |||||||||||||||||||||||||||||||||||||
(Dollars in millions) | Amortized Cost | Unrealized Gain/(Loss) | Fair Value | Amortized Cost | Unrealized Gain/(Loss) | Fair Value | ||||||||||||||||||||||||||||||||
Available-for-sale debt securities: | ||||||||||||||||||||||||||||||||||||||
Money market funds | $ | 176 | $ | — | $ | 176 | $ | 552 | $ | — | $ | 552 | ||||||||||||||||||||||||||
Time deposits and certificates of deposit | 1 | — | 1 | 1 | — | 1 | ||||||||||||||||||||||||||||||||
Other debt securities | 36 | (13) | 23 | 18 | — | 18 | ||||||||||||||||||||||||||||||||
Total | $ | 213 | $ | (13) | $ | 200 | $ | 571 | $ | — | $ | 571 | ||||||||||||||||||||||||||
Included in Cash and cash equivalents | $ | 176 | $ | 551 | ||||||||||||||||||||||||||||||||||
Included in Other current assets | 1 | 2 | ||||||||||||||||||||||||||||||||||||
Included in Other assets, net | 23 | 18 | ||||||||||||||||||||||||||||||||||||
Total | $ | 200 | $ | 571 | ||||||||||||||||||||||||||||||||||
(Dollars in millions) | Amortized Cost | Fair Value | ||||||||||||
Due in less than 1 year | $ | 190 | $ | 177 | ||||||||||
Due in 1 to 5 years | 15 | 15 | ||||||||||||
Due in 6 to 10 years | — | — | ||||||||||||
Thereafter | 8 | 8 | ||||||||||||
Total | $ | 213 | $ | 200 |
(Dollars in millions) | April 1, 2022 | July 2, 2021 | April 2, 2021 | July 3, 2020 | ||||||||||||||||||||||
Cash and cash equivalents | $ | 1,138 | $ | 1,209 | $ | 1,212 | $ | 1,722 | ||||||||||||||||||
Restricted cash included in Other current assets | 2 | 2 | 2 | 2 | ||||||||||||||||||||||
Total cash, cash equivalents and restricted cash shown in the Statements of Cash Flows | $ | 1,140 | $ | 1,211 | $ | 1,214 | $ | 1,724 |
(Dollars in millions) | April 1, 2022 | July 2, 2021 | ||||||||||||
Raw materials and components | $ | 536 | $ | 375 | ||||||||||
Work-in-process | 456 | 443 | ||||||||||||
Finished goods | 487 | 386 | ||||||||||||
Total inventories | $ | 1,479 | $ | 1,204 |
(Dollars in millions) | April 1, 2022 | July 2, 2021 | ||||||||||||
Property, equipment and leasehold improvements | $ | 10,571 | $ | 10,378 | ||||||||||
Accumulated depreciation and amortization | (8,374) | (8,197) | ||||||||||||
Property, equipment and leasehold improvements, net | $ | 2,197 | $ | 2,181 |
(Dollars in millions) | April 1, 2022 | July 2, 2021 | ||||||||||||
Dividends payable | $ | 152 | $ | 153 | ||||||||||
Other accrued expenses | 493 | 455 | ||||||||||||
Total | $ | 645 | $ | 608 |
(Dollars in millions) | Unrealized Gains/(Losses) on Cash Flow Hedges | Unrealized Gains/(Losses) on Post-Retirement Plans | Foreign Currency Translation Adjustments | Total | ||||||||||||||||||||||
Balance at July 2, 2021 | $ | (18) | $ | (22) | $ | (1) | $ | (41) | ||||||||||||||||||
Other comprehensive income before reclassifications | 58 | 1 | — | 59 | ||||||||||||||||||||||
Amounts reclassified from AOCI | 18 | 1 | — | 19 | ||||||||||||||||||||||
Other comprehensive income | 76 | 2 | — | 78 | ||||||||||||||||||||||
Balance at April 1, 2022 | $ | 58 | $ | (20) | $ | (1) | $ | 37 | ||||||||||||||||||
Balance at July 3, 2020 | $ | (24) | $ | (26) | $ | (16) | $ | (66) | ||||||||||||||||||
Other comprehensive income before reclassifications | 20 | — | — | 20 | ||||||||||||||||||||||
Amounts reclassified from AOCI | (9) | 2 | 15 | 8 | ||||||||||||||||||||||
Other comprehensive income | 11 | 2 | 15 | 28 | ||||||||||||||||||||||
Balance at April 2, 2021 | $ | (13) | $ | (24) | $ | (1) | $ | (38) |
(Dollars in millions) | April 1, 2022 | July 2, 2021 | ||||||||||||
Unsecured Senior Notes(1) | ||||||||||||||
$750 issued on February 3, 2017 at 4.25% due on March 1, 2022 (the “2022 Notes”), interest payable semi-annually on March 1 and September 1 of each year, fully repaid on February 1, 2022. | $ | — | $ | 220 | ||||||||||
$1,000 issued on May 22, 2013 at 4.75% due June 1, 2023 (the “2023 Notes”), interest payable semi-annually on June 1 and December 1 of each year. | 541 | 541 | ||||||||||||
$500 issued on February 3, 2017 at 4.875% due March 1, 2024 (the “2024 Notes”), interest payable semi-annually on March 1 and September 1 of each year. | 499 | 499 | ||||||||||||
$1,000 issued on May 28, 2014 at 4.75% due January 1, 2025 (the “2025 Notes”), interest payable semi-annually on January 1 and July 1 of each year. | 479 | 479 | ||||||||||||
$700 issued on May 14, 2015 at 4.875% due June 1, 2027 (the “2027 Notes”), interest payable semi-annually on June 1 and December 1 of each year. | 504 | 504 | ||||||||||||
$500 issued on June 18, 2020 at 4.091% due June 1, 2029 (the “June 2029 Notes”), interest payable semi-annually on June 1 and December 1 of each year. | 464 | 461 | ||||||||||||
$500 issued on December 8, 2020 at 3.125% due July 15, 2029 (the “July 2029 Notes”), interest payable semi-annually on January 15 and July 15 of each year. | 500 | 500 | ||||||||||||
$500 issued on June 10, 2020 at 4.125% due January 15, 2031 (the “January 2031 Notes”), interest payable semi-annually on January 15 and July 15 of each year. | 500 | 499 | ||||||||||||
$500 issued on December 8, 2020 at 3.375% due July 15, 2031 (the “July 2031 Notes”), interest payable semi-annually on January 15 and July 15 of each year. | 500 | 500 | ||||||||||||
$500 issued on December 2, 2014 at 5.75% due December 1, 2034 (the “2034 Notes”), interest payable semi-annually on June 1 and December 1 of each year. | 489 | 489 | ||||||||||||
Term Loan | ||||||||||||||
$600 borrowed on October 14, 2021 at London Interbank Offered Rate (“LIBOR”) plus a variable margin ranging from 1.125% to 2.375%, (the “Term Loan A1”), repayable in quarterly installments beginning on December 31, 2022, with a final maturity date of September 16, 2025. | 600 | — | ||||||||||||
$600 borrowed on October 14, 2021 at LIBOR plus a variable margin ranging from 1.25% to 2.5%, (the “Term Loan A2”), repayable in quarterly installments beginning on December 31, 2022, with a final maturity date of July 30, 2027. | 600 | — | ||||||||||||
$500 borrowed on September 17, 2019 at LIBOR, (the “September 2019 Term Loan”), repayable in quarterly installments of 1.25% of the original principal amount beginning on December 31, 2020, with a final maturity date of September 16, 2025, fully repaid on October 14, 2021. | — | 481 | ||||||||||||
5,676 | 5,173 | |||||||||||||
Less: unamortized debt issuance costs | (32) | (34) | ||||||||||||
Debt, net of debt issuance costs | 5,644 | 5,139 | ||||||||||||
Less: current portion of long-term debt | (30) | (245) | ||||||||||||
Long-term debt, less current portion | $ | 5,614 | $ | 4,894 |
Fiscal Year | Amount | |||||||
Remainder of 2022 | $ | — | ||||||
2023 | 585 | |||||||
2024 | 560 | |||||||
2025 | 562 | |||||||
2026 | 563 | |||||||
Thereafter | 3,445 | |||||||
Total | $ | 5,715 |
(Dollars in millions) | Workforce Reduction Costs | Facilities and Other Exit Costs | Total | |||||||||||||||||
Accrual balances at July 2, 2021 | $ | 2 | $ | 6 | $ | 8 | ||||||||||||||
Restructuring charges | 2 | — | 2 | |||||||||||||||||
Cash payments | (3) | (2) | (5) | |||||||||||||||||
Accrual balances at April 1, 2022 | $ | 1 | $ | 4 | $ | 5 | ||||||||||||||
Total costs incurred inception to date as of April 1, 2022 | $ | 65 | $ | 23 | $ | 88 | ||||||||||||||
Total expected charges to be incurred as of April 1, 2022 | $ | — | $ | 1 | $ | 1 | ||||||||||||||
As of April 1, 2022 | ||||||||||||||
(Dollars in millions) | Contracts Designated as Hedges | Contracts Not Designated as Hedges | ||||||||||||
Singapore Dollar | $ | 178 | $ | 62 | ||||||||||
Thai Baht | 143 | 41 | ||||||||||||
Chinese Renminbi | 92 | 23 | ||||||||||||
British Pound Sterling | 61 | 19 | ||||||||||||
$ | 474 | $ | 145 |
As of July 2, 2021 | ||||||||||||||
(Dollars in millions) | Contracts Designated as Hedges | Contracts Not Designated as Hedges | ||||||||||||
Singapore Dollar | $ | 172 | $ | 43 | ||||||||||
Thai Baht | 131 | 46 | ||||||||||||
Chinese Renminbi | 73 | 21 | ||||||||||||
British Pound Sterling | 54 | 16 | ||||||||||||
$ | 430 | $ | 126 |
As of April 1, 2022 | ||||||||||||||||||||||||||
Derivative Assets | Derivative Liabilities | |||||||||||||||||||||||||
(Dollars in millions) | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | ||||||||||||||||||||||
Derivatives designated as hedging instruments: | ||||||||||||||||||||||||||
Foreign currency forward exchange contracts | Other current assets | $ | 2 | Accrued expenses | $ | (1) | ||||||||||||||||||||
Interest rate swap | Other current assets | 57 | Accrued expenses | — | ||||||||||||||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||||||||||||||||
Foreign currency forward exchange contracts | Other current assets | 1 | Accrued expenses | (1) | ||||||||||||||||||||||
Total return swap | Other current assets | — | Accrued expenses | (2) | ||||||||||||||||||||||
Total derivatives | $ | 60 | $ | (4) |
As of July 2, 2021 | ||||||||||||||||||||||||||
Derivative Assets | Derivative Liabilities | |||||||||||||||||||||||||
(Dollars in millions) | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | ||||||||||||||||||||||
Derivatives designated as hedging instruments: | ||||||||||||||||||||||||||
Foreign currency forward exchange contracts | Other current assets | $ | 1 | Accrued expenses | $ | (5) | ||||||||||||||||||||
Interest rate swap | Other current assets | — | Accrued expenses | (14) | ||||||||||||||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||||||||||||||||
Foreign currency forward exchange contracts | Other current assets | 1 | Accrued expenses | (2) | ||||||||||||||||||||||
Total return swap | Other current assets | 2 | Accrued expenses | — | ||||||||||||||||||||||
Total derivatives | $ | 4 | $ | (21) |
Amount of Gain/(Loss) Recognized in Income on Derivatives | ||||||||||||||||||||
(Dollars in millions) Derivatives Not Designated as Hedging Instruments | Location of Gain/(Loss) Recognized in Income on Derivatives | For the Three Months | For the Nine Months | |||||||||||||||||
Foreign currency forward exchange contracts | Other, net | $ | 1 | $ | (1) | |||||||||||||||
Total return swap | Operating expenses | (7) | (1) | |||||||||||||||||
(Dollars in millions) Derivatives Designated as Hedging Instruments | Amount of Gain/(Loss) Recognized in OCI on Derivatives (Effective Portion) | Location of Gain/(Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | Location of Gain/(Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) | Amount of Gain/(Loss) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) | |||||||||||||||||||||||||||||||||||||||||||||
For the Three Months | For the Nine Months | For the Three Months | For the Nine Months | For the Three Months | For the Nine Months | |||||||||||||||||||||||||||||||||||||||||||||
Foreign currency forward exchange contracts | $ | (1) | $ | (6) | Cost of revenue | $ | (2) | $ | (10) | Other, net | $ | — | $ | 1 | ||||||||||||||||||||||||||||||||||||
Interest rate swap | 57 | 64 | Interest expense | (4) | (8) | Interest expense | — | — |
(Dollars in millions) Derivatives Not Designated as Hedging Instruments | Location of Gain/(Loss) Recognized in Income on Derivatives | Amount of Gain/(Loss) Recognized in Income on Derivatives | ||||||||||||||||||
For the Three Months | For the Nine Months | |||||||||||||||||||
Foreign currency forward exchange contracts | Other, net | $ | (3) | $ | 11 | |||||||||||||||
Total return swap | Operating expenses | $ | 6 | $ | 22 |
(Dollars in millions) Derivatives Designated as Hedging Instruments | Amount of Gain/(Loss) Recognized in OCI on Derivatives (Effective Portion) | Location of Gain/(Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | Amount of Gain/(Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | Location of Gain/(Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) | Amount of Gain/(Loss) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) | |||||||||||||||||||||||||||||||||||||||||||||
For the Three Months | For the Nine Months | For the Three Months | For the Nine Months | For the Three Months | For the Nine Months | |||||||||||||||||||||||||||||||||||||||||||||
Foreign currency forward exchange contracts | $ | (5) | $ | 10 | Cost of revenue | $ | 8 | $ | 12 | Other, net | $ | (1) | $ | — | ||||||||||||||||||||||||||||||||||||
Interest rate swap | 9 | 10 | Interest expense | (1) | (5) | Interest expense | — | — |
April 1, 2022 | July 2, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements at Reporting Date Using | Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||||||||||||||||||||||||||||
(Dollars in millions) | Quoted Prices in Active Markets for Identical Instruments (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total Balance | Quoted Prices in Active Markets for Identical Instruments (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total Balance | ||||||||||||||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Money market funds | $ | 175 | $ | — | $ | — | $ | 175 | $ | 551 | $ | — | $ | — | $ | 551 | ||||||||||||||||||||||||||||||||||
Total cash equivalents | 175 | — | — | 175 | 551 | — | — | 551 | ||||||||||||||||||||||||||||||||||||||||||
Restricted cash and investments: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Money market funds | 1 | — | — | 1 | 1 | — | — | 1 | ||||||||||||||||||||||||||||||||||||||||||
Time deposits and certificates of deposit | — | 1 | — | 1 | — | 1 | — | 1 | ||||||||||||||||||||||||||||||||||||||||||
Other debt securities | — | — | 23 | 23 | — | — | 18 | 18 | ||||||||||||||||||||||||||||||||||||||||||
Derivative assets | — | 60 | — | 60 | — | 4 | — | 4 | ||||||||||||||||||||||||||||||||||||||||||
Total assets | $ | 176 | $ | 61 | $ | 23 | $ | 260 | $ | 552 | $ | 5 | $ | 18 | $ | 575 | ||||||||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | $ | — | $ | 4 | $ | — | $ | 4 | $ | — | $ | 21 | $ | — | $ | 21 | ||||||||||||||||||||||||||||||||||
Total liabilities | $ | — | $ | 4 | $ | — | $ | 4 | $ | — | $ | 21 | $ | — | $ | 21 |
April 1, 2022 | July 2, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements at Reporting Date Using | Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||||||||||||||||||||||||||||
(Dollars in millions) | Quoted Prices in Active Markets for Identical Instruments (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total Balance | Quoted Prices in Active Markets for Identical Instruments (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total Balance | ||||||||||||||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 175 | $ | — | $ | — | $ | 175 | $ | 551 | $ | — | $ | — | $ | 551 | ||||||||||||||||||||||||||||||||||
Other current assets | 1 | 61 | — | 62 | 1 | 5 | — | 6 | ||||||||||||||||||||||||||||||||||||||||||
Other assets, net | — | — | 23 | 23 | — | — | 18 | 18 | ||||||||||||||||||||||||||||||||||||||||||
Total assets | $ | 176 | $ | 61 | $ | 23 | $ | 260 | $ | 552 | $ | 5 | $ | 18 | $ | 575 | ||||||||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued expenses | $ | — | $ | 4 | $ | — | $ | 4 | $ | — | $ | 21 | $ | — | $ | 21 | ||||||||||||||||||||||||||||||||||
Total liabilities | $ | — | $ | 4 | $ | — | $ | 4 | $ | — | $ | 21 | $ | — | $ | 21 |
April 1, 2022 | July 2, 2021 | |||||||||||||||||||||||||
(Dollars in millions) | Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | ||||||||||||||||||||||
4.25% Senior Notes due March 2022 | $ | — | $ | — | $ | 220 | $ | 224 | ||||||||||||||||||
4.75% Senior Notes due June 2023 | 541 | 551 | 541 | 578 | ||||||||||||||||||||||
4.875% Senior Notes due March 2024 | 499 | 513 | 499 | 544 | ||||||||||||||||||||||
4.75% Senior Notes due January 2025 | 479 | 491 | 479 | 529 | ||||||||||||||||||||||
4.875% Senior Notes due June 2027 | 504 | 517 | 504 | 561 | ||||||||||||||||||||||
4.091% Senior Notes due June 2029 | 464 | 484 | 461 | 519 | ||||||||||||||||||||||
3.125% Senior Notes due July 2029 | 500 | 446 | 500 | 488 | ||||||||||||||||||||||
4.125% Senior Notes due January 2031 | 500 | 473 | 499 | 513 | ||||||||||||||||||||||
3.375% Senior Notes due July 2031 | 500 | 444 | 500 | 487 | ||||||||||||||||||||||
5.75% Senior Notes due December 2034 | 489 | 501 | 489 | 566 | ||||||||||||||||||||||
LIBOR Based Term Loan A1 due September 2025 | 600 | 589 | — | — | ||||||||||||||||||||||
LIBOR Based Term Loan A2 due July 2027 | 600 | 591 | — | — | ||||||||||||||||||||||
LIBOR Based Term Loan due September 2025 | — | — | 481 | 478 | ||||||||||||||||||||||
5,676 | 5,600 | 5,173 | 5,487 | |||||||||||||||||||||||
Less: unamortized debt issuance costs | (32) | — | (34) | — | ||||||||||||||||||||||
Debt, net of debt issuance costs | 5,644 | 5,600 | 5,139 | 5,487 | ||||||||||||||||||||||
Less: current portion of debt | (30) | (30) | (245) | (249) | ||||||||||||||||||||||
Long-term debt, less current portion, net of debt issuance costs | $ | 5,614 | $ | 5,570 | $ | 4,894 | $ | 5,238 |
(In millions) | Number of Shares Repurchased | Dollar Value of Shares Repurchased | ||||||||||||
Repurchases of ordinary shares (1) | 14 | $ | 1,333 | |||||||||||
Tax withholding related to vesting of equity awards | 1 | 45 | ||||||||||||
Total | 15 | $ | 1,378 |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||
(Dollars in millions) | April 1, 2022 | April 2, 2021 | April 1, 2022 | April 2, 2021 | ||||||||||||||||||||||
Revenues by Channel | ||||||||||||||||||||||||||
Original equipment manufacturers | $ | 2,149 | $ | 1,950 | $ | 6,615 | $ | 5,299 | ||||||||||||||||||
Distributors | 349 | 455 | 1,418 | 1,297 | ||||||||||||||||||||||
Retailers | 304 | 326 | 1,000 | 1,072 | ||||||||||||||||||||||
Total | $ | 2,802 | $ | 2,731 | $ | 9,033 | $ | 7,668 | ||||||||||||||||||
Revenues by Geography (1) | ||||||||||||||||||||||||||
Asia Pacific | $ | 1,292 | $ | 1,268 | $ | 4,308 | $ | 3,680 | ||||||||||||||||||
Americas | 1,171 | 939 | 3,436 | 2,582 | ||||||||||||||||||||||
EMEA | 339 | 524 | 1,289 | 1,406 | ||||||||||||||||||||||
Total | $ | 2,802 | $ | 2,731 | $ | 9,033 | $ | 7,668 |
For the Nine Months Ended | ||||||||||||||
(Dollars in millions) | April 1, 2022 | April 2, 2021 | ||||||||||||
Balance, beginning of period | $ | 136 | $ | 151 | ||||||||||
Warranties issued | 62 | 56 | ||||||||||||
Repairs and replacements | (65) | (62) | ||||||||||||
Changes in liability for pre-existing warranties, including expirations | 15 | (11) | ||||||||||||
Balance, end of period | $ | 148 | $ | 134 |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||
(In millions, except per share data) | April 1, 2022 | April 2, 2021 | April 1, 2022 | April 2, 2021 | ||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||
Net income | $ | 346 | $ | 329 | $ | 1,373 | $ | 832 | ||||||||||||||||||
Number of shares used in per share calculations: | ||||||||||||||||||||||||||
Total shares for purposes of calculating basic net income per share | 218 | 233 | 222 | 246 | ||||||||||||||||||||||
Weighted-average effect of dilutive securities: | ||||||||||||||||||||||||||
Employee equity award plans | 4 | 4 | 4 | 3 | ||||||||||||||||||||||
Total shares for purpose of calculating diluted net income per share | 222 | 237 | 226 | 249 | ||||||||||||||||||||||
Net income per share: | ||||||||||||||||||||||||||
Basic | $ | 1.59 | $ | 1.41 | $ | 6.18 | $ | 3.38 | ||||||||||||||||||
Diluted | 1.56 | 1.39 | 6.08 | 3.34 |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||||||||
(Dollars in millions) | April 1, 2022 | December 31, 2021 | April 2, 2021 | April 1, 2022 | April 2, 2021 | |||||||||||||||||||||||||||
Revenue | $ | 2,802 | $ | 3,116 | $ | 2,731 | $ | 9,033 | $ | 7,668 | ||||||||||||||||||||||
Cost of revenue | 1,996 | 2,168 | 1,991 | 6,323 | 5,636 | |||||||||||||||||||||||||||
Gross profit | 806 | 948 | 740 | 2,710 | 2,032 | |||||||||||||||||||||||||||
Product development | 233 | 228 | 227 | 694 | 671 | |||||||||||||||||||||||||||
Marketing and administrative | 141 | 136 | 126 | 410 | 366 | |||||||||||||||||||||||||||
Amortization of intangibles | 3 | 3 | 3 | 9 | 9 | |||||||||||||||||||||||||||
Restructuring and other, net | — | 1 | (2) | 2 | 1 | |||||||||||||||||||||||||||
Income from operations | 429 | 580 | 386 | 1,595 | 985 | |||||||||||||||||||||||||||
Other expense, net | (78) | (66) | (47) | (197) | (134) | |||||||||||||||||||||||||||
Income before income taxes | 351 | 514 | 339 | 1,398 | 851 | |||||||||||||||||||||||||||
Provision for income taxes | 5 | 13 | 10 | 25 | 19 | |||||||||||||||||||||||||||
Net income | $ | 346 | $ | 501 | $ | 329 | $ | 1,373 | $ | 832 |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||||||||
April 1, 2022 | December 31, 2021 | April 2, 2021 | April 1, 2022 | April 2, 2021 | ||||||||||||||||||||||||||||
Revenue | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||||||||||||
Cost of revenue | 71 | 70 | 73 | 70 | 73 | |||||||||||||||||||||||||||
Gross margin | 29 | 30 | 27 | 30 | 27 | |||||||||||||||||||||||||||
Product development | 8 | 7 | 9 | 9 | 9 | |||||||||||||||||||||||||||
Marketing and administrative | 5 | 4 | 5 | 5 | 5 | |||||||||||||||||||||||||||
Amortization of intangibles | — | — | — | — | — | |||||||||||||||||||||||||||
Restructuring and other, net | — | — | — | — | — | |||||||||||||||||||||||||||
Operating margin | 16 | 19 | 14 | 16 | 13 | |||||||||||||||||||||||||||
Other expense, net | (4) | (3) | (2) | (2) | (2) | |||||||||||||||||||||||||||
Income before income taxes | 12 | 16 | 12 | 14 | 11 | |||||||||||||||||||||||||||
Provision for income taxes | — | — | — | — | — | |||||||||||||||||||||||||||
Net income | 12 | % | 16 | % | 12 | % | 16 | % | 11 | % |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||||||||
April 1, 2022 | December 31, 2021 | April 2, 2021 | April 1, 2022 | April 2, 2021 | ||||||||||||||||||||||||||||
Revenues by Channel (%) | ||||||||||||||||||||||||||||||||
OEMs | 77 | % | 70 | % | 71 | % | 73 | % | 69 | % | ||||||||||||||||||||||
Distributors | 12 | % | 18 | % | 17 | % | 16 | % | 17 | % | ||||||||||||||||||||||
Retailers | 11 | % | 12 | % | 12 | % | 11 | % | 14 | % | ||||||||||||||||||||||
Revenues by Geography (%) (1) | ||||||||||||||||||||||||||||||||
Asia Pacific | 46 | % | 46 | % | 47 | % | 48 | % | 48 | % | ||||||||||||||||||||||
Americas | 42 | % | 38 | % | 34 | % | 38 | % | 34 | % | ||||||||||||||||||||||
EMEA | 12 | % | 16 | % | 19 | % | 14 | % | 18 | % | ||||||||||||||||||||||
Revenues by Market (%) | ||||||||||||||||||||||||||||||||
Mass capacity | 69 | % | 66 | % | 60 | % | 66 | % | 59 | % | ||||||||||||||||||||||
Legacy | 23 | % | 25 | % | 32 | % | 25 | % | 33 | % | ||||||||||||||||||||||
Other | 8 | % | 9 | % | 8 | % | 9 | % | 8 | % | ||||||||||||||||||||||
HDD Exabytes Shipped by Market | ||||||||||||||||||||||||||||||||
Mass capacity | 133 | 137 | 111 | 402 | 294 | |||||||||||||||||||||||||||
Legacy | 21 | 26 | 29 | 74 | 89 | |||||||||||||||||||||||||||
Total | 154 | 163 | 140 | 476 | 383 | |||||||||||||||||||||||||||
HDD Price per Terabyte | $ | 17 | $ | 17 | $ | 18 | $ | 17 | $ | 18 |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||||||||
(Dollars in millions) | April 1, 2022 | December 31, 2021 | April 2, 2021 | April 1, 2022 | April 2, 2021 | |||||||||||||||||||||||||||
Cost of revenue | $ | 1,996 | $ | 2,168 | $ | 1,991 | $ | 6,323 | $ | 5,636 | ||||||||||||||||||||||
Gross profit | 806 | 948 | 740 | 2,710 | 2,032 | |||||||||||||||||||||||||||
Gross margin | 29 | % | 30 | % | 27 | % | 30 | % | 27 | % | ||||||||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||||||||
(Dollars in millions) | April 1, 2022 | December 31, 2021 | April 2, 2021 | April 1, 2022 | April 2, 2021 | |||||||||||||||||||||||||||
Product development | $ | 233 | $ | 228 | $ | 227 | $ | 694 | $ | 671 | ||||||||||||||||||||||
Marketing and administrative | 141 | 136 | 126 | 410 | 366 | |||||||||||||||||||||||||||
Amortization of intangibles | 3 | 3 | 3 | 9 | 9 | |||||||||||||||||||||||||||
Restructuring and other, net | — | 1 | (2) | 2 | 1 | |||||||||||||||||||||||||||
Operating expenses | $ | 377 | $ | 368 | $ | 354 | $ | 1,115 | $ | 1,047 | ||||||||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||||||||
(Dollars in millions) | April 1, 2022 | December 31, 2021 | April 2, 2021 | April 1, 2022 | April 2, 2021 | |||||||||||||||||||||||||||
Other expense, net | $ | (78) | $ | (66) | $ | (47) | $ | (197) | $ | (134) | ||||||||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||||||||
(Dollars in millions) | April 1, 2022 | December 31, 2021 | April 2, 2021 | April 1, 2022 | April 2, 2021 | |||||||||||||||||||||||||||
Provision for income taxes | $ | 5 | $ | 13 | $ | 10 | $ | 25 | $ | 19 |
(Dollars in millions) | April 1, 2022 | July 2, 2021 | Change | |||||||||||||||||
Cash and cash equivalents | $ | 1,138 | $ | 1,209 | $ | (71) | ||||||||||||||
Fiscal Year(s) | ||||||||||||||||||||||||||||||||
(Dollars in millions) | Total | 2022 | 2023-2024 | 2025-2026 | Thereafter | |||||||||||||||||||||||||||
Contractual Cash Obligations: | ||||||||||||||||||||||||||||||||
Long-term debt | $ | 5,715 | $ | — | $ | 1,145 | $ | 1,125 | $ | 3,445 | ||||||||||||||||||||||
Interest payments on debt | 1,414 | 70 | 430 | 325 | 589 | |||||||||||||||||||||||||||
Purchase obligations (1) | 1,831 | 1,062 | 525 | 148 | 96 | |||||||||||||||||||||||||||
Operating leases, including imputed interest (2) | 63 | 4 | 25 | 13 | 21 | |||||||||||||||||||||||||||
Capital expenditures | 257 | 80 | 176 | 1 | — | |||||||||||||||||||||||||||
Subtotal | 9,280 | 1,216 | 2,301 | 1,612 | 4,151 | |||||||||||||||||||||||||||
Commitments: | ||||||||||||||||||||||||||||||||
Letters of credit or bank guarantees | 38 | 9 | 20 | — | 9 | |||||||||||||||||||||||||||
Total | $ | 9,318 | $ | 1,225 | $ | 2,321 | $ | 1,612 | $ | 4,160 |
Fiscal Years Ended | Total | Fair Value at April 1, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||
(Dollars in millions, except percentages) | 2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | ||||||||||||||||||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||||||||||||||||||||
Money market funds, time deposits and certificates of deposit | ||||||||||||||||||||||||||||||||||||||||||||||||||
Floating rate | $ | 177 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 177 | $ | 177 | ||||||||||||||||||||||||||||||||||
Average interest rate | 0.14 | % | 0.14 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Other debt securities | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fixed rate | $ | — | $ | — | $ | — | $ | — | $ | 15 | $ | 8 | $ | 23 | $ | 23 | ||||||||||||||||||||||||||||||||||
Debt | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fixed rate | $ | — | $ | 541 | $ | 500 | $ | 479 | $ | — | $ | 2,995 | $ | 4,515 | $ | 4,420 | ||||||||||||||||||||||||||||||||||
Average interest rate | — | % | 4.75 | % | 4.88 | % | 4.75 | % | — | % | 4.22 | % | 4.41 | % | ||||||||||||||||||||||||||||||||||||
Variable rate | $ | — | $ | 44 | $ | 60 | $ | 83 | $ | 563 | $ | 450 | $ | 1,200 | $ | 1,180 | ||||||||||||||||||||||||||||||||||
Average interest rate | — | % | 2.92 | % | 2.92 | % | 2.92 | % | 2.94 | % | 2.90 | % | 2.92 | % |
(Dollars in millions, except weighted-average contract rate) | Notional Amount | Weighted-Average Contract Rate | Estimated Fair Value(1) | |||||||||||||||||
Foreign currency forward exchange contracts: | ||||||||||||||||||||
Singapore Dollar | $ | 240 | $ | 1.36 | $ | 1 | ||||||||||||||
Thai Baht | 184 | $ | 33.07 | — | ||||||||||||||||
Chinese Renminbi | 115 | $ | 6.49 | 2 | ||||||||||||||||
British Pound Sterling | 80 | $ | 0.74 | (2) | ||||||||||||||||
Total | $ | 619 | $ | 1 |
Period | Total Number of Shares Repurchased(1) | Average Price Paid Per Share(1) | Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1) | ||||||||||||||||||||||
January 1, 2022 through January 28, 2022 | 1 | $ | 104.07 | 1 | $ | 3,169 | ||||||||||||||||||||
January 29, 2022 through February 25, 2022 | 1 | 108.78 | 1 | 3,082 | ||||||||||||||||||||||
February 26, 2022 through April 1, 2022 | 2 | 92.83 | 2 | 2,844 | ||||||||||||||||||||||
Total | 4 | 4 |
Incorporated by Reference | |||||||||||||||||||||||
Exhibit No. | Description of Exhibit | Form | File No. | Exhibit | Filing Date | Filed Herewith | |||||||||||||||||
3.1 | 10-K | 001-31560 | 3.1 | 8/6/2021 | |||||||||||||||||||
3.2 | S-8 | 001-31560 | 4.1 | 10/20/2021 | |||||||||||||||||||
10.1+ | X | ||||||||||||||||||||||
10.2+ | X | ||||||||||||||||||||||
10.3+ | X | ||||||||||||||||||||||
31.1 | X | ||||||||||||||||||||||
31.2 | X | ||||||||||||||||||||||
32.1† | X | ||||||||||||||||||||||
101.INS | Inline XBRL Instance Document. | ||||||||||||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema | ||||||||||||||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||||||||||||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||||||||||||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||||||||||||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase. | ||||||||||||||||||||||
104 | Inline XBRL Cover page and contained in Exhibit 101. |
SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY | ||||||||||||||
DATE: | April 28, 2022 | BY: | /s/ Gianluca Romano | |||||||||||
Gianluca Romano | ||||||||||||||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
Mix | Vehicle | Estimated Grant Amount | Vesting Period | ||||||||
80.0% | RSU | $2,000,000 | 1-yr vest from date of grant | ||||||||
$6,000,000 | Annual vesting over 4-yr period from date of grant | ||||||||||
20.0% | PSU | $2,000,000 | Based on performance over 3-yr period from date of grant | ||||||||
100.0% | Total | $10,000,000 |
/s/ Dr. William D. Mosley | 2/3/2022 | |||||||
Dave Mosley | Date | |||||||
CEO |
/s/ Gianluca Romano | 2/3/2022 | |||||||
Gianluca Romano | Date | |||||||
EVP & CFO |
Tier: 1 Pay Level: E6 (CEO) Location: U.S. |
WITHOUT A CHANGE IN CONTROL | |||||
Base | 24 months of Pay | ||||
Bonus | Prior Year Bonus, if applicable, and Pro Rata Bonus, if applicable | ||||
Other | Outplacement services for two years following Termination Date | ||||
Payout Schedule | The lesser of (i) 50% of the U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder payable 12 months following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | 36 months of Pay | ||||
Bonus | 36 months of Target Bonus (less any Pro Rata Bonus already paid, if applicable) | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | |||||
Payout Schedule |
Tier: 2 Pay Level: E5 (EVP) Location: U.S. |
WITHOUT A CHANGE IN CONTROL | |||||
Base | 20 months of Pay | ||||
Bonus | Prior Year Bonus, if applicable, and Pro Rata Bonus, if applicable | ||||
Other | Outplacement services for two years following the Termination Date | ||||
Payout Schedule | The lesser of (i) 50% of the U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder payable 12 months following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | 24 months of Pay | ||||
Bonus | 24 months of Target Bonus (less any Pro Rata Bonus already paid, if applicable) | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control.. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Continued Coverage Payment, if applicable, and Outplacement services for two years following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: 3 Pay Level: E3-E4 (SVP) Location: U.S. |
WITHOUT A CHANGE IN CONTROL | |||||
Base | 16 months of Pay | ||||
Bonus | Prior Year Bonus, if applicable, and Pro Rata Bonus, if applicable | ||||
Other | Outplacement services for 18 months following Termination Date | ||||
Payout Schedule | The lesser of (i) 50% of the U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | 18 months of Pay | ||||
Bonus | 18 months of Target Bonus (less any Pro Rata Bonus already paid, if applicable) | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Continued Coverage Payment, if applicable, and Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: 4 Pay Level: E1-E2 (VP) Location: U.S. |
WITHOUT A CHANGE IN CONTROL | |||||
Base | 12 months of Pay | ||||
Bonus | Prior Year Bonus, if applicable, and Pro Rata Bonus, if applicable | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | 12 months of Pay | ||||
Bonus | 12 months of Target Bonus (less any Pro Rata Bonus already paid, if applicable) | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Continued Coverage Payment, if applicable, and Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E3-E4 (SVP) Location: Canada |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 12 months (“Canada Severance Pay Amount”). | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for 18 months following Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | Canada Severance Pay Amount (as defined above) | ||||
Bonus | 18 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E1-E2 (VP) Location: Canada |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 12 months (“Canada Severance Pay Amount”). | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | Canada Severance Pay Amount (as defined above) | ||||
Bonus | 12 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E3-E4 (SVP) Location: Thailand |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) either (A) six months, for those Non-U.S. Eligible Executives with less than six years of service with the Group prior to the Termination Event or (B) eight months for those Non-U.S. Eligible Executives with six or more years of service with the Group prior to the Termination Event, plus, (ii) one additional month for each year of service over eight years, with the total of (i) and (ii) subject to an aggregate maximum of 24 months (“Thailand Severance Pay Amount”). | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | Thailand Severance Pay Amount (as defined above) | ||||
Bonus | 18 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E1-E2 (VP) Location: Thailand |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) either (A) six months, for those Non-U.S. Eligible Executives with less than six years of service with the Group prior to the Termination Event or (B) eight months for those Non-U.S. Eligible Executives with six or more years of service with the Group prior to the Termination Event, plus, (ii) one additional month for each year of service over eight years, with the total of (i) and (ii) subject to an aggregate maximum of 24 months (“Thailand Severance Pay Amount”). | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | Thailand Severance Pay Amount (as defined above) | ||||
Bonus | 12 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E3-E4 (SVP) Location: Malaysia |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service with the Group over six years, with the total of (i) and (ii) subject to an aggregate maximum of 24 months (“Malaysia Severance Pay Amount”). | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | Malaysia Severance Pay Amount (as defined above) | ||||
Bonus | 18 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E1-E2 (VP) Location: Malaysia |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 24 months (“Malaysia Severance Pay Amount”). | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | Malaysia Severance Pay Amount (as defined above) | ||||
Bonus | 12 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E5 (EVP) Location: Singapore |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 24 months (“Singapore Severance Pay Amount”). | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for 24 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | Singapore Severance Pay Amount (as defined above) | ||||
Bonus | 24 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for 24 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E3-E4 (SVP) Location: Singapore |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 24 months (“Singapore Severance Pay Amount”). | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | Singapore Severance Pay Amount (as defined above) | ||||
Bonus | 18 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E1-2 (VP) Location: Singapore |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 24 months (“Singapore Severance Pay Amount”). | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | Singapore Severance Pay Amount (as defined above) | ||||
Bonus | 12 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E3-E4 (SVP) Location: China |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay (“China Severance Pay Amount”) equal to the sum of: (i) for service periods prior to January 1, 2008: one month for each year of service, plus (ii) for service periods on or after January 1, 2008: one month for each year of service, provided the monthly salary is equal to or less than three times the local average salary, up to a maximum of 12 months. If the service period is from six months to one year, the employee shall be entitled to Pay which will be equal to one month’s salary. If the service period is less than six months, Pay will be equal to half month’s salary | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder of the China Severance Pay Amount, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | China Severance Pay Amount (as defined above) | ||||
Bonus | 18 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E1-E2 (VP) Location: China |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay (“China Severance Pay Amount”) equal to the sum of: (i) for service periods prior to January 1, 2008: one month for each year of service, plus (ii) for service periods on or after January 1, 2008: one month for each year of service, provided the monthly salary is equal to or less than three times the local average salary, up to a maximum of 12 months. If the service period is from six months to one year, the employee shall be entitled to Pay which will be equal to one month’s salary. If the service period is less than six months, Pay will be equal to half month’s salary. | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder of the China Severance Pay Amount, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | China Severance Pay Amount (as defined above) | ||||
Bonus | 12 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E3-E4 (SVP) Location: United Kingdom |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 18 months (“U.K. Severance Pay Amount”). | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | U.K. Severance Pay Amount (as defined above) | ||||
Bonus | 18 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E1-E2 (VP) Location: United Kingdom |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 18 months (“U.K. Severance Pay Amount”) | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | U.K. Severance Pay Amount (as defined above) | ||||
Bonus | 12 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E3-E4 (SVP) Location: France |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 18 months (“France Severance Pay Amount”). | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | France Severance Pay Amount (as defined above) | ||||
Bonus | 18 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E1-E2 (VP) Location: France |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 18 months (“France Severance Pay Amount”) | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | France Severance Pay Amount (as defined above) | ||||
Bonus | 12 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E3-E4 (SVP) Location: Israel |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 18 months (“Israel Severance Pay Amount”). | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | Israel Severance Pay Amount (as defined above) | ||||
Bonus | 18 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E1-E2 (VP) Location: Israel |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 18 months (“Israel Severance Pay Amount”) | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | Israel Severance Pay Amount (as defined above) | ||||
Bonus | 12 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E3-E4 (SVP) Location: Ireland |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 18 months (“Ireland Severance Pay Amount”). | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | Ireland Severance Pay Amount (as defined above) | ||||
Bonus | 18 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E1-E2 (VP) Location: Ireland |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 18 months (“Ireland Severance Pay Amount”) | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | Ireland Severance Pay Amount (as defined above) | ||||
Bonus | 12 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E3-E4 (SVP) Location: Netherlands |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 18 months (“Netherlands Severance Pay Amount”). | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | Netherlands Severance Pay Amount (as defined above) | ||||
Bonus | 18 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for 18 months following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Tier: Non-US Pay Level: E1-E2 (VP) Location: Netherlands |
WITHOUT A CHANGE IN CONTROL | |||||
Base | The number of months of Pay equal to the sum of (i) six months plus, (ii) one additional month for each year of service over six years, with the total of (i) and (ii) subject to an aggregate maximum of 18 months (“Netherlands Severance Pay Amount”) | ||||
Bonus | Prior Year Bonus, if applicable | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
DURING A CHANGE IN CONTROL PERIOD Note: No enhanced benefits due to a Termination Event occurring within a Change in Control Period shall be paid prior to the effective date of a Change in Control. | |||||
Base | Netherlands Severance Pay Amount (as defined above) | ||||
Bonus | 12 months of Target Bonus | ||||
Equity | Except as otherwise provided herein, in the event of a Termination Event during a Change in Control Period, there shall be full vesting of all unvested equity-based awards (whether or not granted prior to or following the adoption of this Plan) effective as of the later of the (i) Termination Date and (ii) immediately prior to the effective date of the Change in Control. Notwithstanding the applicable provisions of the Eligible Executive’s award agreements or the relevant share compensation plan governing such equity-based awards, if a Termination Event occurs during a Change in Control Period but prior to the effective date of the Change in Control, no unvested awards shall lapse or be forfeited solely on account of such Termination Event; provided, however, if the Change in Control has not occurred within the 6-month period following the Termination Event, all such unvested awards shall automatically lapse at the end of such 6-month period. In addition, if an award agreement specifies the manner and extent to which such award shall become accelerated in connection with a Change in Control, the terms of such award agreement will govern for purposes of determining the number of shares that will become vested in connection with a Termination Event during a Change in Control Period. | ||||
Other | Outplacement services for one year following the Termination Date | ||||
Payout Schedule | The lesser of (i) 100% of the Non-U.S. Benefit or (ii) twice the compensation limit then in effect under Section 401(a)(17) of the Code, payable within 20 business days following the Payment Confirmation Date, with the remainder, if any, payable 6 months and 1 day following the Termination Date. |
Date: | April 28, 2022 | /s/ Dr. William D. Mosley | |||||||||
Name: | Dr. William D. Mosley | ||||||||||
Title: | Chief Executive Officer and Director (Principal Executive Officer) | ||||||||||
Date: | April 28, 2022 | /s/ Gianluca Romano | |||||||||
Name: | Gianluca Romano | ||||||||||
Title: | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
Date: | April 28, 2022 | /s/ Dr. William D. Mosley | |||||||||
Name: | Dr. William D. Mosley | ||||||||||
Title: | Chief Executive Officer and Director (Principal Executive Officer) | ||||||||||
Date: | April 28, 2022 | /s/ Gianluca Romano | |||||||||
Name: | Gianluca Romano | ||||||||||
Title: | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |