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II. Executive Annual Incentive Plan
The Executive Annual Incentive Plans for our executive officers are adopted pursuant to the Senior Execu-
tive Incentive Plan (“SEIP”) most recently approved by our stockholders in 2013. The Executive Annual
Incentive Plans adopted under the SEIP are annual cash incentive plans that are designed to reward named execu-
tive officers (and other participants) for generating strong financial results for our Company in the short term. To
support collaboration within the senior leadership group, all named executive officers earn incentive compensa-
tion based on performance against pre-determined corporate goals described below. The Compensation Commit-
tee typically measures the achievement of named executive officers (other than our CEO) against individual
performance targets as well.
Executive Annual Incentive Plan Target Opportunities: Under the Executive Annual Incentive Plans for
a given fiscal year, each named executive officer has a target award opportunity, expressed as a percentage of
base salary, with the ability to earn above or below that target based on actual performance. Target award oppor-
tunities for our Executive Annual Incentive Plans are established by the Compensation Committee using peer
group and survey data and taking into account other factors, such as internal equity and competitive pressures
affecting retention. The following table presents each named executive officer’s target bonus opportunity (on an
actual and percentage of base salary basis) for fiscal 2014:
FY14 Target
% of Base
FY14 Target
($)
Michael A. Brown ............................................. n/a n/a(1)
Thomas J. Seifert .............................................. n/a n/a(1)
Stephen E. Gillett .............................................. 125 1,093,750
Scott C. Taylor ................................................ 65 273,000
Former Officers
Stephen M. Bennett ............................................ 150 1,500,000
James A. Beer ................................................. 100 700,000
Francis A. deSouza ............................................. 125 875,000
Andrew H. Del Matto ........................................... 60 211,066
Donald J. Rath ................................................ 40 128,612
(1) Messrs. Brown and Seifert did not participate in the Executive Annual Incentive Plans in fiscal 2014.
In general, the award opportunities for fiscal 2014 were determined based on the relevant market data,
desired market positions, the desired mix between cash and equity-based incentive pay, internal pay equity goals,
and the role of the named executive officer.
At the time award opportunities are established, there is no assurance that the amount of the target awards
will be realized. As explained below, each named executive officer must achieve threshold performance for each
metric established in the named executive officer’s executive annual incentive plan to receive any payment for
such metric. The payout under the Executive Annual Incentive Plan is also capped at different levels based on the
relevant performance metric.
Executive Annual Incentive Plan Performance Measures and Target Setting: Executive Annual
Incentive Plan performance targets are established at or about the beginning of each plan year. Our management
develops proposed goals with reference to a variety of factors, including our historical performance, internal
budgets, market and peer performance, and external expectations for our performance. The Compensation
Committee reviews, adjusts as necessary, and approves the goals, the range of performance, and the weighting of
the goals. Following the end of each fiscal year, the Compensation Committee reviews our actual performance
against the performance measures established in the fiscal year’s Executive Annual Incentive Plans (after making
any appropriate adjustments to such measures for the effects of corporate events that were not anticipated in
establishing the performance measures), determines the extent of achievement and approves the payment of
annual cash incentives, if warranted.
For fiscal 2014, the Executive Annual Incentive Plan was funded by two primary measures: non-GAAP
operating income and revenue. The primary funding metric is non-GAAP operating income. This metric was
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