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For fiscal 2014, the Company will continue to target the composition of our annual equity awards as 50%
performance-based RSUs and 50% time-based RSUs to each of our NEOs at the level of Executive Vice
President and above. The fiscal 2014 performance-based RSUs will utilize the same basic design as fiscal 2013,
but with two changes. First, if the Company's TSR is negative during a measurement period, the maximum
number of shares that can be earned during that measurement period will be capped at 100% of the target award
(even if the Company's TSR is above the 60
th
percentile of the NASDAQ-100 for that measurement period).
Second, if less than the target number of shares are earned during fiscal 2014 or the fiscal 2014 through fiscal
2015 measurement periods, up to the target number of shares from those periods can be earned based on the
Company's improved cumulative TSR percentile versus the companies in the NASDAQ-100 in subsequent
measurement periods, (i.e. fiscal 2014 through fiscal 2015 or fiscal 2014 through fiscal 2016).
Prior Performance-Based RSU Program
We have previously utilized performance-based equity to motivate management and reward increased
profitability. Each of our NEOs (except Mr. Probst and Mr. Jorgensen) has an outstanding performance-based
RSU award that was granted in fiscal 2009 or fiscal 2010. These performance-based RSUs may be earned based
upon the Company's achievement of one of three progressively higher adjusted non-GAAP net income targets
(as measured on a trailing-four-quarter basis). These targets range from approximately two to three times the
Company's non-GAAP net income for fiscal 2008 and can be earned through the performance period ending on
June 30, 2013. To the extent that the Company does not achieve one or more of the non-GAAP net income
targets, the portion of the award that would have been earned upon the achievement of the applicable target will
be cancelled. At the time these performance-based RSUs were granted to our NEOs, we believed that
achievement of the first adjusted non-GAAP net income target was probable. As of March 31, 2013, no shares of
the fiscal 2009 or fiscal 2010 performance-based RSUs had been earned and during fiscal 2013, we determined
that attainment of the minimum performance criteria for these awards to vest was improbable.
Benefits and Retirement Plans
We provide a comprehensive benefits package to all of our regular, full-time employees, including our NEOs,
which includes medical, dental, prescription drug, vision care, disability insurance, life insurance, accidental
death and dismemberment ("AD&D") insurance, a flexible spending plan, business travel accident insurance, a
tax-qualified Section 401(k) savings plan or a comparable retirement savings plan in locations outside of the
United States, an educational reimbursement program, an adoption assistance program, an employee assistance
program, an employee stock purchase plan, certain paid holidays, personal time-off or comparable vacation
benefits in accordance with local requirements, a monthly car allowance for employees in certain positions and
locations, including Sweden where Mr. Söderlund resides, and a sabbatical program for regular full-time
employees, who commenced employment with the Company prior to October 7, 2009. During fiscal 2013,
Mr. Riccitiello and Mr. Wilson received a payout of $69,327 and $4,038 respectively, in accordance with the
terms of the sabbatical program as they were unable to utilize their full sabbatical benefit within their sabbatical
eligibility period. These benefits, and the levels provided, are consistent with those offered by similar-sized
companies. We also maintain a nonqualified deferred compensation plan in which executive-level employees,
including our NEOs and our directors, are eligible to participate. None of our NEOs participated in the deferred
compensation plan during fiscal 2013.
Perquisites and Other Personal Benefits
We have consistently taken a conservative approach with respect to providing perquisites and other personal
benefits to our NEOs. While our NEOs generally receive the same benefits that are available to our other regular,
full-time employees, they also receive certain additional benefits, including access to a Company-paid physical
examination program, and greater maximum benefit levels with respect to life insurance, AD&D, and long-term
disability coverage. We consider these benefits to be standard components of a competitive executive
compensation package. Company-reimbursed air and ground transportation is restricted to business travel.
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