I. COMPOSITION:

1. The Compensation Committee (the “Committee”) of the Board of Directors of Seagate Technology plc (the “Company”) shall consist of three (3) or more members of the Board of Directors, each of whom shall meet the independence standards set forth in The NASDAQ Stock Market LLC (“NASDAQ”) listing standards, as determined by the Board of Directors, and each of whom shall be selected by and serve at the pleasure of the Board of Directors.


2. The Committee shall elect a Chairman from among their members to serve in that capacity until a new Chairman is elected.


3. A majority of the members of the Committee shall be necessary to constitute a quorum, and in every case the affirmative vote of a majority of the members present and voting (excluding abstentions) shall be necessary for the taking of any action.


4. At least two (2) members of the Committee shall generally satisfy the requirements for a “non-employee director” for purposes of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and for an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (Section “162(m)”).


5. The Committee shall meet at least four times each year and at such other times as it deems necessary to fulfill its responsibilities. Attendance may be in person or by telephone or other form of electronic communication by which each member may communicate with each other member in attendance. The Committee may also act by written consent.


6. In fulfilling its responsibilities, the Committee shall have the authority to delegate some or all of its authority to subcommittees or other committees or persons, in each case to the extent not in violation of applicable law or the rules and regulations of NASDAQ.


7. Subject to the provisions of this Charter and applicable law, the Committee shall establish the terms and conditions under which it shall discharge its designated functions and duties.

II. GENERAL FUNCTION AND DUTIES:

Until such time that the Board of Directors revokes or modifies the responsibilities and authority granted to the Committee pursuant to this Charter:

1. The Committee shall review the policies and procedures of the Company on attracting, retaining, developing and motivating our senior executives, including continuity and succession planning, for senior executive positions (Senior Vice President level and above), in the interests of assuring an uninterrupted stream of superior executive talent to meet continuing and emerging needs of the Company.


2. With respect to matters of compensation, except as provided in the following paragraphs, the Committee shall have the authority to develop, approve and authorize all compensation plans in which the Board of Directors, the Chief Executive Officer of the Company, and other employees of the Company may participate.


3. The Committee shall recommend to the independent directors of the Board of Directors any material change to compensation, compensation plans and equity grants specific to the Chief Executive Officer. The approval of a majority of the independent directors of the Board, adjusted as described below, shall be required to approve such compensation, plans and equity grants.
   
   (a) With respect to any element of the Chief Executive Officer’s compensation that is intended to qualify as performance-based compensation under Section 162(m), only those independent directors who qualify as “outside directors” (within the meaning of Section 162(m)) shall be entitled to approve such compensation and the approval of a majority of those independent directors shall be required.
   
   (b) With respect to any element of the Chief Executive Officer’s compensation involving a grant of the Company’s securities, only those independent directors who qualify as “non-employee directors” (as defined in Rule 16b-3) shall be entitled to approve such grant and the approval of a majority of those independent directors shall be required.


4. In the event that any approval by the entire Committee that is otherwise authorized or permitted by this Charter would not satisfy relevant requirements for either tax deductibility under Section 162(m) or an otherwise available exclusion from potential short-swing trading profits liability under Section 16(b) of the Exchange Act pursuant to Rule 16b-3, then any such action may only be taken by those independent directors on the Committee who qualify as “outside directors” (within the meaning of Section 162(m)) and/or “non-employee directors” (as defined in Rule 16b-3), as applicable.


5. The Committee shall recommend to the full Board of Directors any new or successor stock compensation plans or executive cash incentive plans which require shareholder approval. The approval of a majority of the full Board of Directors shall be required to approve such plans and to solicit the related shareholder consent.


6. The Committee shall recommend the compensation program, including cash payments and equity grants, for the non-employee Directors to the full Board of Directors. The approval of a majority of the full Board of Directors shall be required to approve such programs.

III. SPECIFIC FUNCTION AND DUTIES:

The Committee is charged with:

1. Discharging the responsibilities of the Board of Directors to the shareholders of the Company and the investment community with respect to the Company’s long-term incentive plans and the compensation of the Company’s senior executives and directors.


2. Reviewing and discussing with management the Company's Compensation Discussion and Analysis ("CD&A") and related disclosures that Securities and Exchange Commission ("SEC") rules require be included in the Company's annual report and proxy statement, recommending to the Board based on the review and discussions whether the CD&A should be included in the annual report and proxy statement, and preparing the compensation committee report required by SEC rules for inclusion in the Company's annual report and proxy statement.


3. Performing an annual review of senior executive resources, development plans, and continuity and succession plans.


4. With the Chief Executive Officer, conducting an annual review of the performance of the Company’s senior executives (Executive Vice President level and above) other than the Chief Executive Officer.


5. Considering the Chief Executive Officer’s recommendations for compensation, including base salary, short term incentives and long term incentives, for all senior executives other than the Chief Executive Officer.


6. Reviewing and approving corporate goals and objectives relevant to the senior executives (other than the Chief Executive Officer), which establish criteria for assessing the performance of such executives annually, approving the annual salaries, bonuses, stock grants and other benefits, direct and indirect, of the senior executives, and reporting the benefits so approved to the full Board of Directors.


7. Reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer, which establish criteria for assessing the performance of the Chief Executive Officer, and assessing the performance of the Chief Executive Officer annually. Based on such review, recommending the annual salary, bonus, stock grants and other benefits, direct and indirect, specific to the Chief Executive Officer to the independent directors of the Board for their approval.


8. Reviewing and recommending to the Board, the compensation, including equity awards, of Directors for service on the Board.


9. Reviewing management proposals regarding compensation philosophy, and compensation plans and guidelines for the Board of Directors and the senior executives of the Company (which review shall include plans and administration of plans, base salaries, short term incentives, long term incentives and all executive benefits and perquisites), and reporting conclusions to the Board of Directors.


10. Serving as the Plan Committee designated in the various short-term incentive plans and long-term incentive plans of the Company.


11. Reviewing management proposals and approving additions, deletions or changes in benefit plans, or, if necessary making recommendations to the Board of Directors concerning such additions, deletions or changes in benefit plans that require the approval of the Board of Directors.


12. Reviewing and approving all equity compensation plans of the Company that are not otherwise subject to the approval of the Company’s shareholders.


13. Unless otherwise expressly provided by the Board, administering the Company’s stock compensation plans, including the review and grant of options and other stock awards.


14. Overseeing the Company’s share ownership guidelines for senior executives, annually measuring progress against the guidelines and considering this progress in determining future equity grants and updating the guidelines as necessary and appropriate.


15. Overseeing the design and administration of the Company’s compensation policies and benefit programs for employees generally in regard to material business risk associated with the operation of these programs. Determining whether risks arising from any of the policies or programs are reasonably likely to have a material adverse effect on the Company.


16. Reviewing and approving various other compensation policies and matters brought to the attention of the Committee, including compensation programs for new senior executives and termination packages for senior executives.


17. Selecting and approving, to the extent deemed appropriate, compensation and benefits consultants and other outside consultants, attorneys or other advisors to provide independent advice or other assistance to the Committee, in which case the Committee shall have sole authority to approve the fees, other retention terms and other terms of service for any such consultants, attorneys or other advisors.
    
    Establishing policies and procedures for the pre-approval of compensation-related or other services to be provided by the independent compensation consultant retained by the Committee, and approving in advance any compensation or non-compensation engagement or relationship between the Company and such independent compensation consultant.


18. Reviewing and making recommendations with respect to shareholder proposals related to compensation matters.


19. Discharging its functions and duties hereunder in accordance with the applicable rules and guidelines established by NASDAQ and in accordance with applicable law.

These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time.

IV. REPORTS

The Committee shall

1. Produce the annual report addressing its review of management's CD&A for inclusion in the Company’s annual report and proxy statement, in accordance with the applicable SEC rules.


2. Regularly report to the full Board of Directors (i) the results of each meeting of the Committee following such meeting, (ii) such other matters as are relevant to the Committee’s discharge of its duties, and (iii) such recommendations as the Committee shall deem appropriate.


3. Perform a review and evaluation, at least annually, of the performance of the Committee and its members, including review of the Committee’s compliance with this Charter.

As amended and restated by the Board of Directors on April 28, 2010, with an effective date of July 3, 2010.