consultation with Mercer and management. The following table presents the fiscal 2013 LTI grant guidelines for
our named executive officers:
Committee also considers our target pay position strategy, the recommendation of our Chief Executive Officer
(other than for the Chief Executive Officer's LTI award) and a subjective evaluation of the executive's
responsibilities, individual performance, current compensation package, value of unvested equity awards and
expected future contributions and value to the company.
the award types we used in fiscal 2013 and how they help accomplish our compensation objectives.
Program
Market on the date of grant. Generally vest in
periodic installments over a four-year period,
contingent upon continued employment.
providing value only if our stock price
increases over time. Motivate
executives to contribute to long-term
growth and profitability of the
company thereby creating value for
stockholders. Serve as a retention
incentive.
of our common stock increases or decreases.
Generally vest over a 3-year period following
grant, contingent upon continued employment.
those of our stockholders. Serve as a
retention incentive.
receive a target number of shares based on
achievement of certain performance milestones
approved by the Compensation Committee. The
actual number of shares that may become earned
and payable under the awards will generally range
from 0% to 200% of the target number of units
based on achievement of the specified goal(s) over
a two-year period. No amount payable in excess of
150% of target unless the company's total
stockholder return over the performance period is
at least equal to or greater than the 60
retains authority to reduce (but not increase)
amounts payable under the award in its discretion.
The performance goals are generally subject to
automatic adjustment at the end of the performance
period in the same proportion by which the total
available market ("TAM") for hard drives during
the period exceeds or falls short of the TAM
forecasted by the Board of Directors at the time the
goals are established.
of key financial operating objectives
over a multi-year period. TSR
threshold helps further align
executives' interests with those of our
stockholders. Serve as a retention
incentive. TAM adjustment factor
helps ensure that achievement of the
goals is not affected by swings in the
available market for hard drives and
that the awards reflect how successful
we are in achieving our objectives
relative to the market opportunity
available to us.