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Proxy
Statement
Base Salary and Bonus Target: In the first quarter of fiscal 2013, while serving as the Interim Chief Financial
Officer, the Committee temporarily increased Mr. Barker's base salary to $600,000, while his bonus target
percentage remained unchanged at 60% of his annual base salary. In September, when Mr. Barker resumed his
role as Chief Accounting Officer, his former base salary was restored with a 3% increase; the increase was in line
with the base salary increases of other employees in the US.
Cash Bonus Award: Mr. Barker's fiscal 2013 cash bonus award was $206,228, which corresponds to 67% of his
target bonus opportunity. To determine Mr. Barker's cash bonus, the Committee took into account the
Company's performance against our non-GAAP revenue and non-GAAP earnings per share targets, as well as an
overall evaluation of Mr. Barker's strategic and operational achievements. Some of Mr. Barker's achievements
the Committee considered included Mr. Barker's assumption of the Chief Financial Officer's responsibilities for
part of the fiscal year while also performing his role as the Company's Chief Accounting Officer, his support of
our new Chief Financial Officer, and oversight of the Company's stock repurchase programs.
Equity Awards: In June 2012, the Committee granted Mr. Barker a fiscal 2013 annual equity award comprised
of 37,500 time-based RSUs.
As a result of these decisions, Mr. Barker's fiscal 2013 compensation declined by 49% as compared to fiscal
2012.
Mr. Riccitiello
Mr. Riccitiello served as our CEO from April 2007 through March 2013. He resigned from his role as CEO and
as a member of the Board, effective March 29, 2013.
Upon his resignation, we entered into a Separation Agreement with Mr. Riccitiello dated March 25, 2013, which
has been filed as an exhibit to the Company's Form 10-K Annual Report for the fiscal year ended March 31,
2013 and the material terms of which were disclosed on the Form 8-K Current Report announcing
Mr. Riccitiello's resignation filed on March 18, 2013. Mr. Riccitiello's severance package was approved by the
Board after consultation with Compensia and Fenwick & West LLP, acting as legal counsel to the Board. The
Board determined that the severance provided to Mr. Riccitiello contained terms aligned with market practice
and was appropriate given his role in driving key strategic initiatives during his tenure, including the Company's
digital revenue growth and transition to next-generation consoles. In this context, the Board recognized that
Mr. Riccitiello's efforts have positioned the Company to take advantage of future opportunities beyond fiscal
2013 and therefore, agreed to modify certain of his equity awards to allow for continued vesting beyond his
separation with the Company.
Mr. Riccitiello's severance package consists of the following elements:
Two hundred percent (200%) of current base salary, payable in equal installments for a period of 24
months in accordance with the Company's standard payroll practices;
A lump sum payment of $28,840, determined based on the expected cost of continued health benefits for
Mr. Riccitiello and his dependents for 18 months under the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended;
Continued vesting of his unvested stock options until November 30, 2013, as though he remained
employed by the Company through such date. All of Mr. Riccitiello's vested options will remain
exercisable until the later of (A) February 28, 2014 or (B) the date provided in the applicable stock option
agreement. In accordance with SEC rules, $98,340, representing the incremental fair value of this
modification for accounting purposes, is reported in the "Fiscal 2013 Summary Compensation Table";
Continued vesting of all RSUs with time-based vesting that would vest on or before June 19, 2014 as
though he remained employed by the Company through such date. In accordance with SEC rules,
$4,097,345, representing the incremental fair value of this modification for accounting purposes, is
reported in the "Fiscal 2013 Summary Compensation Table";
All performance-based RSUs that are based on the Company's TSR relative to the companies in the
Nasdaq-100 Index at the end of the applicable performance periods that would vest on or before June 19,
2014 will vest to the extent that the TSR performance metrics are attained for the relevant performance
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