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measurement periods ending on or before June 19, 2014. In accordance with SEC rules, $2,531,670,
representing the incremental fair value of this modification for accounting purposes, is reported in the
"Fiscal 2013 Summary Compensation Table".
In exchange for these severance payments, Mr. Riccitiello agreed to release the Company from all claims (other
than for his existing rights to indemnification as a director and officer of the Company) and certain other
covenants, including confidentiality, non-solicitation, non-disparagement and consulting services. The cash and
equity portion of the severance package will continue to be paid or become exercisable or vest over time, and his
outstanding performance-based RSUs will continue to vest during the relevant periods, based solely on the
performance of the Company.
Mr. Riccitiello's fiscal 2013 compensation (disregarding values reported in the "Fiscal 2013 Summary
Compensation Table" for the relevant severance components discussed above) was $9,085,112 a decline of 3%
from his fiscal 2012 compensation. The aggregate value reported in the "Fiscal 2013 Summary Compensation
Table" for Mr. Riccitiello, including reportable severance components, was $15,841,307.
For Mr. Riccitiello there is significant difference in: (1) the values reported in the "Fiscal 2013 Summary
Compensation Table" (the "Accounting Value"); and (2) the value of the compensation he actually received (the
"Realized Value"). In fiscal 2011 and fiscal 2012, the primary differences in these values was largely attributed
to the design of our equity programs and the Company's stock price performance. In fiscal 2013, an additional
factor is the Accounting Value of Mr. Riccitiello's severance arrangement, including the incremental fair value
of equity award modifications reportable for fiscal 2013 even though value from these awards will not be
realized by Mr. Riccitiello until fiscal 2014 and fiscal 2015. Excluding the value reported in connection with the
modification of Mr. Riccitiello's equity awards in fiscal 2013, in each of the prior three fiscal years, the Realized
Value of Mr. Riccitiello's compensation was significantly less than the Accounting Value of his compensation.
FY 11 -
FY 11 - Realized
FY 12 -
FY 12 - Realized
FY 13 -
FY 13 - Realized
CEO Total Compensation: Accounting Vs. Realized Value
Annual Bonus
Accounting Equity Value
Equity Value Realized (paid out)
All Other Compenstion
Severance Costs
Base Salary and Bonus Target: In the first quarter of fiscal 2013, the Board of Directors elected to increase
Mr. Riccitiello's base salary by 17% while his bonus target percentage remained unchanged at 150% of his
annual base salary. The Board took into account internal pay alignment with other NEOs and the resulting
compensation took Mr. Riccitiello's fiscal 2013 base salary and target total cash compensation from below the
percentile of market to within our targeted range.
Cash Bonus Award: In fiscal 2013, the Board approved a formulaic bonus structure for Mr. Riccitiello; the
structure included specific financial and operating objectives with a weighting and a range of performance
outcomes for each objective. To further align Mr. Riccitiello's bonus with Company performance, the Board also
provided that his potential bonus award would be adjusted based on the Company's TSR relative to companies in
the NASDAQ-100, using the same percentage attainment levels as the performance-based RSU vesting scale, but
with a minimum multiplier of 50% and a maximum multiplier of 150%.