EFTA01382721.pdf

S-I/A Table of Contra's For fiscal 2014, the Board, with input from management. established the strategic growth objectives for the Company, which included the expansion of the lisionPL US platfonn and information security products, enhanced client experiences through sales and service, international expansion, revenue and adjusted EBITDA growth. enhanced cyber security controls, development of a robust compliance, audit and third party oversight function and the creation of more efficiency between different parts of our organization. During the year. the Board added an additional objective relating to the completion ofFDIrs $3.5 billion private equity placement. The Committee also considers each individual's performance and contribution in meeting the Company's strategic objectives. The Committee considers a number of factors, including: the performance of the executive; • the effective management of expenses; • the effective management of risk; demonstration of leadership, teamwork and innovation; and the extent of accomplishment of the Company's strategic objectives. The size of awards for meeting our strategic growth objectives, taking into account individual performance in meeting those objectives, are based primarily on our financial performance during the year. To best accomplish this, the Cormnittce approved a fully discretionary• funding structure for 2014 for the SEIP. This structure was deemed most appropriate to ensure the Committee maintained the discretion and ability to appropriately reward the performance of each NEO. At the time of hiring, Ms. Armine-Klein and Mr. Das were each offered a minimum cash incentive, but both subsequently agreed to waive a portion of their minimum cash incentive for 2014 prior to the Committee making its discretionary cash bonus determination because they wanted the form of their total compensation package to be consistent with the form of total compensation being received by other members of our management who had recently realigned their total compensation package to include a greater percentage of compensation in the form of equity. As a result, Ms. Armin-Klein and Mr. Das waived a portion of their minimum cash incentive and received the value of the waive) portion of compensation in the form of equity. For 2015, no NEOs have been offered any minimum cash incentive amounts and all awards will be completely performance-based. The Committee has approved discretionary cash bonuses for the 2014 plan year as follows: 2014 SUP Payout Frank J. Bisignano $ 1,140.000 Michael K. Nelwrak 400,000 Cynthia A. Amine-Klein 625,000 Sanjay Das 625.000 Joseph J. Plumeri 540,000 Sign-On Boaorg From time to time, the Committee may award sign-on bonuses in connection with the commencement of an NEO's employment with us. Sign-on bonuses arc used only when necessary to attract highly deified individuals to the Company. Generally they arc used to incentivize candidates to leave their current employers. or may be used to offset the loss of unvestod compensation they may forfeit as a result of leaving their current employers. In 2014, in order to attract Ms. Armin-Klein to the position of Executive Vice President, Chief Control Officer and Mr. Das to the position of Executive Vice President, Co-Head of Global Financial Solutions and Head of EMEA and APAC Regions, the Committee awarded Ms. Amine-Klein a sign-on bonus of $3,000,000 and Mr. Das a sign-on bonus of $1,500.000 in connection with the commencement of their employment with us. Mr. Das will be required to repay a pro-rated portion of the sign-on bonus if he resigns or is terminated for cause within 24 months following his commencement date and Ms. Armin-Klein will be required to repay a portion of the sign-on bonus if her employment terminates for any reason within 36 months following her commencement date. 170 http://v.ww.see.gov/Archi vestedgar/datat883980/000119312515334479M31022dsla.htm[10/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082189 CONFIDENTIAL SONY GM_00228373 EFTA01382721