EFTA01382736.pdf

N- I/A Table of Contents Termination and Change in Control Payments and Benefits Post- Termination Cash Health & Unvested Invested Estimated Severance m.eifare Financial Stock Restrkied 280G Tas Payments Benefits Planning Optima Stock Grass-Up Name (3)(1) (S)(2) (SX3) (SO4) (SXS) (M(6) (S)Total FranA J. Dingman) Termination due to non-renewal by the Company of the Employment Tam 10.640.000 267.500 40.000 — — — 10.947.500 Termination without Cause or for Good Reason 10,640,000 267.500 40,000 5.361,310 1,406,030 — 17,714.810 Termination due to death 10.640.000 — — 5.361.310 1.406.000 — 17.407.310 Termination without Good Reason — 267.500 — — 267,500 Termination due to Disability 10.640.000 267.500 5.361.310 1.406.000 17,674.810 Change in Control — — — 21.403,572 5.062,500 — 26,466.072 Michael K. Nebored Termination without Cause (other than due to death or Disability) or termination for Good Reason 600.000 9,474 — 45.834 — — 655.308 lamination due to death or Disability 45.834 45.834 Change in Control — 625.000 — — 625.000 Cynthia ..I.Armine-Kkin lamination without Cause (other than due to death or Disability) or termination for Good Reason 500.000 9.891 29.167 539.058 Termination due to death or Disability 29.167 29.167 Change in Control — --- — 250.000 3.375.000 — 3.625.000 Sanfir Dos lamination without Cause (other than due to death or Disability•) or termination for Good Reason 750.000 5.779 58.333 437.500 1.251.612 Termination due to death or INability. — — 58.333 437.500 — 495.833 Change in Control — — — 500.000 2.250.000 — 2.750.000 Joseph 1 Humeri Termination without Cause (other than due to death or Disability) or termination tin Good Reason 1.200.000 9,249 - 250.000 937.500 — 2396.749 Termination due to death or IN sab il ity 250.000 937.500 1.187.500 Change in Control — — 1.666,667 3.375.000 — 5.041.667 (1) Upon termination of Mr. Bisignano's employment by the Company without "cause" (as defined in the Employment Agreement), by Mr. Bisignano for "good reason" (as defined in the Employment Agreement). due to Mr. Bisignano's death or "disability" (as defined in the Employment Agreement) or due to the Company's nen-mewsl of the employment term. conditioned upon the execution and effectiveness of a release of claims against the Company and its affiliates and in addition to certain accrued amounts. Mr. Bisignano will be entitled to receive (1) payment. in installments ratably over a 24 month period (the "Severance Period"). of an amount equal to the greater of (X) S9.5 million or (V) two times the sum of his base salary and the average of his annual incentive payments paid in cash in respect of the two fiscal years prior to the date of his termination (provided. that if Mr. Bisignano's employment is terminated by him for "good mason" following a "change of control- (within the meaning of Section 409A of the Code) within two years following such "change of control". the payment will be made in a lump sum cash payment) and (2) a pro rata portion of the annual incentive payment. if any. that would have otherwise been payable in respect of such year if he had remained employed through such year. For all other NEOs. reflects cash severance payable under the Policy as in effect on January I. 2015. assuming a termination date of INromnber 31. 2014. (2) Upon termination of Mr. Bisignano's employment by the Company without "cause", by Mr. Bisignano for "good reason". due to Mr. Bisignano's "disability" or due to the Company's non-renewal of the employment tam, Mr. Bisignano is entitled to receive health 187 http://www.see.gov/Arehivasfedgar/dataf883980/00011931251533,1479AB1022&xla.htm[10/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082206 CONFIDENTIAL SONY GM_00228390 EFTA01382736