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Annual
Report
Restricted Stock Rights
We grant restricted stock rights under our Equity Plan to employees worldwide. Restricted stock units entitle
holders to receive shares of common stock at the end of a specified period of time. Upon vesting, the equivalent
number of common shares is typically issued net of required tax withholdings, if any. Restricted stock is issued
and outstanding upon grant; however, restricted stock award holders are restricted from selling the shares until
they vest. Upon granting or vesting of restricted stock, as the case may be, we will typically withhold shares to
satisfy tax withholding requirements. Restricted stock rights are subject to forfeiture and transfer restrictions.
Vesting for restricted stock rights is based on the holders' continued employment with us. If the vesting
conditions are not met, unvested restricted stock rights will be forfeited. Generally, our restricted stock rights
vest according to one of the following vesting schedules:
Three-year vesting with
1
/
3
cliff vesting at the end of each year;
Four-year vesting with
1
/
4
cliff vesting at the end of each year;
Five-year vesting with
1
/
9
,
2
/
9
,
3
/
9
,
2
/
9
and
1
/
9
of the shares cliff vesting respectively at the end of each of
the 1
st
, 2
nd
, 3
rd
, 4
th
, and 5
th
years;
Two-year vesting with
1
/
2
cliff vesting at the end of each year;
35 month vesting with
1
/
3
cliff vesting after 11, 23 and 35 months or;
One-year vesting with 100% cliff vesting at the end of one year.
Each restricted stock right granted reduces the number of shares available for grant by 1.43 shares under our
Equity Plan. The following table summarizes our restricted stock rights activity, excluding performance-based
restricted stock unit activity which is discussed below, for the fiscal year ended March 31, 2013:
Restricted
Stock Rights
(in thousands)
Weighted-
Average Grant
Date Fair Values
Balance as of March 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,323
$20.73
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,151
12.85
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7,020)
20.32
Forfeited or cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,536)
17.77
Balance as of March 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,918
16.85
The weighted-average grant date fair value of restricted stock rights is based on the quoted market price of our
common stock on the date of grant. The weighted-average grant date fair values of restricted stock rights granted
during fiscal years 2013, 2012, and 2011 were $12.85, $21.38 and $17.38, respectively. The total grant date fair
values of restricted stock rights that vested during fiscal years 2013, 2012, and 2011 were $143 million, $165
million and $142 million, respectively.
Performance-Based Restricted Stock Units
Our performance-based restricted stock units vest contingent upon the achievement of pre-determined
performance-based milestones. If these performance-based milestones are not met, the restricted stock units will
not vest, in which case, any compensation expense we have recognized to date will be reversed.
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