Item 5. OTHER INFORMATION

Executive Performance Bonus Plan

On April 25, 2022, the Compensation Committee of STX’s Board of Directors adopted the Seagate Technology Holdings plc Executive Performance Bonus Plan (the “EPB”), which will replace our existing executive annual incentive plan, the Executive Officer Performance Bonus Plan (the “EOPB”), effective July 2, 2022. Like the EOPB, the EPB is intended to motivate and reward the Company’s executive officers and other eligible executives to produce results that increase shareholder value and to encourage individual and team behavior that helps the Company achieve short and long-term corporate objectives. Annual incentive bonuses under the EPB, like the EOPB, will be based on achievement of pre-established performance goals, including annual financial and operating-performance metrics set by the Compensation Committee. The EPB is similar to the EOPB except that under the EPB, any annual incentive bonus to be awarded to an executive officer of STX or other EPB participant (the “Base Bonus”) will generally be paid in the form of restricted share units (“EPB RSUs”) granted under the Seagate Technology Holdings plc 2022 Equity Incentive Plan. Such EPB RSUs will have a value at grant equal to approximately 130% of the Base Bonus and will be subject to a one-year vesting period. In the event of an EPB participant’s termination of employment prior to vesting of the EPB RSUs, the EPB RSUs will generally be forfeited, other than on an eligible executive’s termination without cause or resignation for good reason in connection with a change in control of STX under the Eighth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan (the “Severance Plan”), when vesting will accelerate. Under the EPB, provided that an executive’s termination of employment prior to vesting of the EPB RSUs is not for cause, then upon and subject to forfeiture of the EPB RSUs, the Base Bonus will be paid to the EPB participant in cash. This summary is qualified in its entirety by reference to the full text of each of the EPB and the Severance Plan, which are filed as Exhibits 10.2 and 10.3 to this Quarterly Report on Form 10-Q and which are incorporated by reference herein.