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The following table sets forth potential payments under the CoC Plan and the terms of the Fiscal 2009
Performance-Based RSUs and the Fiscal 2012 and 2013 Performance-Based RSUs, as described above, to our
NEOs (other than Mr. Riccitiello) upon termination of employment without "cause" or for "good reason" in
connection with a change of control of the Company. For purposes of the table below, we have assumed a
termination date of March 29, 2013, the last business day of fiscal 2013. The fair market value of our common
stock on March 29, 2013 was $17.70 per share, representing the closing price of our common stock on March 28,
2013, as March 29, 2013 was a stock market holiday. Mr. Riccitiello resigned effective March 29, 2013 and the
amounts shown in the table below represent payments he is eligible to receive, based on the terms of his
Separation Agreement with the Company dated March 25, 2013. For additional information regarding the
specific terms of the Separation Agreement with Mr. Riccitiello, see "Individual NEO Compensation" in the
"Compensation Discussion and Analysis" above.
Name
Cash
Severance
Award
($)
(1)
Stock
Options
($)
(2)
Restricted Stock
Units
(time-based)
($)
(3)
Restricted Stock
Units
(performance-based)
($)
(4)
Other
($)
(5)
Total
($)
Lawrence F. Probst III . . . . . .
1,545,000
--
--
--
21,395
1,566,395
Blake J. Jorgensen . . . . . . . . .
1,543,751
--
3,540,000
--
41,167
5,124,918
Frank D. Gibeau . . . . . . . . . . .
2,110,001
--
10,354,518
4,690,502
58,038
17,213,059
Patrick Söderlund . . . . . . . . . .
1,622,363
--
8,008,224
2,920,500
93,449
12,644,536
Andrew Wilson . . . . . . . . . . . .
1,364,063
--
7,788,018
1,840,800
79,320
11,072,201
Kenneth A. Barker . . . . . . . . .
750,750
--
1,696,262
885,000
53,292
3,385,304
John S. Riccitiello . . . . . . . . . .
2,060,000
--
4,130,012
2,271,491
127,730
8,589,233
(1)
Represents the sum of each NEO's (other than Mr. Riccitiello) annual base salary as of March 29, 2013, and
target non-equity incentive opportunity for fiscal 2013, as set forth in the "Fiscal 2013 Summary Compensation
Table" and the "Fiscal 2013 Grants of Plan-Based Awards Table", respectively, multiplied by 1.5 with respect to
Messrs. Probst, Jorgensen, Gibeau, Söderlund and Wilson and multiplied by 1.0 with respect to Mr. Barker. The
amount shown for Mr. Riccitiello represents 200% of his salary at the time of termination, payable in equal
installments for a period of twenty-four months following his termination of employment.
(2)
Represents unvested outstanding options that would accelerate and vest on a qualifying termination in
connection with a change of control occurring as of March 29, 2013. None of the NEO's had unvested options
with exercise prices below the closing price of our common stock on March 28, 2012, including
Mr. Riccitiello whose unvested options will continue to vest through November 30, 2013 pursuant to the terms
of his Separation Agreement.
(3)
Represents the value of unvested time-based RSUs that would accelerate and vest on a qualifying termination
of employment in connection with a change of control occurring on March 29, 2013. For Messrs. Jorgensen,
Gibeau, Söderlund, Wilson and Barker, the value was calculated by multiplying the number of time-based
RSUs that would accelerate by the per-share closing price of our common stock on March 28, 2013. For
Mr. Riccitiello, the value was calculated by multiplying the number of time-based RSUs that are eligible to
continue to vest through June 19, 2014 pursuant to the terms of his Separation Agreement by the per-share
closing price of our common stock on March 28, 2013.
(4)
Represents the value of unvested performance-based RSUs that would accelerate and vest on a qualifying
termination of employment in connection with a change of control occurring on March 29, 2013. For purposes
of the table, we assumed that: (1) the Fiscal 2009 Performance-Based RSUs granted to Messrs. Gibeau,
Söderlund, Wilson, and Barker would accelerate and vest in full on a qualifying termination in connection
with a change of control occurring as of March 29, 2013, and (2) based on the relative TSR percentile ranking
of the Company as compared to that of the benchmark NASDAQ-100 Companies, as of March 29, 2013, the
Fiscal 2012 Performance-Based RSUs granted to Messrs. Gibeau and Söderlund would accelerate and vest as
to 42% of the target number of shares for each remaining vest date in the performance period, and the Fiscal
2013 Performance-Based RSUs granted to Messrs. Gibeau, Söderlund, and Wilson would accelerate and vest
as to 112% of the target number of shares for each remaining vest date in the performance period. Pursuant to
the terms of his Separation Agreement, the Fiscal 2012 and Fiscal 2013 Performance-Based RSUs granted to
Mr. Riccitiello would continue to vest as to 42% and 112%, respectively, of the target number of shares with
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