{"id":43585,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-ceo-and-chairman-gannett-co-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-ceo-and-chairman-gannett-co-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/separation-agreement-ceo-and-chairman-gannett-co-inc.html","title":{"rendered":"Separation Agreement – CEO and Chairman – Gannett Co., Inc."},"content":{"rendered":"

SEPARATION AGREEMENT <\/u><\/strong><\/p>\n

AND <\/u><\/strong><\/p>\n

RELEASE OF CLAIMS <\/u><\/strong><\/p>\n

This Separation Agreement and Release of Claims (“Agreement<\/u>“) is
\nentered into on October 6, 2011, by Gannett Co., Inc. (“Gannett<\/u>“) and
\nCraig A. Dubow (“you<\/u>” or the “Executive<\/u>“) in connection with your
\nseparation of employment from Gannett in accordance with your Employment
\nAgreement dated February 27, 2007 and amended August 7, 2007 and December 24,
\n2010 (the “Employment Agreement<\/u>“). You and Gannett agree to the
\nfollowing:<\/p>\n

1. Your final day as an employee of Gannett will be October 6, 2011 (the
\n“Separation Date<\/u>“), and you hereby resign as an employee, director,
\nofficer, and chairman of the board of directors (the “Board<\/u>“) of Gannett
\nand all of its affiliates (and each of their respective boards of directors or
\nother governing bodies) effective as of the Separation Date. In connection with
\nthe termination of your employment, you shall be eligible for any and all
\npayments and benefits as may be due to you under terms of any Gannett employee
\nbenefit plans in which you participate or are eligible for benefits as of the
\nSeparation Date, in accordance with the terms thereof and subject to the terms
\nof this Agreement.<\/p>\n

2. Provided that you execute this Release of Claims and that it becomes
\neffective in accordance with paragraph 11 hereof, and subject to the provisions
\nof paragraph 9 hereof, you and Gannett hereby agree that your termination of
\nemployment shall be deemed to have occurred pursuant to Section 5(a)(ii) of the
\nEmployment Agreement and, as a result of such termination of employment:<\/p>\n

(a) You will receive a cash payment equal to $5,900,000, less
\nlegally-required withholdings and payable six months after the Separation Date;
\nand<\/p>\n

(b) You will be eligible for any benefits available to you under the terms of
\nGannett153s Income Protection Policy, or any applicable successor plan or policy
\nin effect from time to time (the “Disability Plan<\/u>“) in accordance with
\nthe terms of such Disability Plan as in effect from time to time; and<\/p>\n

\n

(c) The parties believe that your condition on the Separation Date entitles
\nyou to disability income or to salary continuation payments from Gannett or from
\nits insurer under the Disability Plan, with continued disability benefits under
\nthe Disability Plan or otherwise being subject to the terms of the Disability
\nPlan (and you agree that you will promptly make any filings or applications
\nreasonably necessary to receive disability benefits under the Disability Plan or
\notherwise); provided, however, that if your condition at the time of your
\ntermination does not entitle you to disability income or to salary continuation
\npayments (“Disability Plan Benefits<\/u>“) from Gannett or its insurer under
\nthe Disability Plan, then subject to Section 20 of the Employment Agreement and
\nparagraph 9 hereof, Gannett shall provide you with the disability income or
\nsalary continuation payments (“Alternative Benefits<\/u>“) that would have
\nbeen provided if you had qualified for them under the Disability Plan as of the
\ntermination date (provided that if and when you later become entitled to
\nDisability Plan Benefits, the Alternative Benefits payable to you shall be
\ninclusive of any such Disability Plan Benefits and shall not be in addition
\nthereto (ie, the Alternative Benefits shall be reduced by the Disability Plan
\nBenefits)); and provided further that, notwithstanding the foregoing, if you
\ncease to be eligible to receive Disability Plan Benefits solely as a result of
\nyour service in non-executive roles on the boards of directors of Broadcast
\nMusic Inc. and\/or one other publicly listed company that does not offer goods or
\nservices offered by Gannett (such service, “Permitted Board Service<\/u>“),
\nthen Gannett will provide you with the Alternative Benefits for so long as the
\nonly reason for your failure to be eligible to receive such Disability Plan
\nBenefits is your Permitted Board Service (it being understood that Gannett shall
\nnot be obligated to provide you the Alternative Benefits if your failure to be
\neligible for Disability Plan Benefits results in whole or in part from your
\nemployment, consulting or other service or activity (other than the Permitted
\nBoard Services) or your reaching an age where Disability Plan Benefits would
\nhave ceased); and<\/p>\n

(d) The stock options and stock unit awards granted to you pursuant to
\nGannett153s 2001 Omnibus Incentive Compensation Plan and identified on Schedule I,
\nwhich is attached hereto and made a part hereof (each, an “Award<\/u>“), to
\nthe extent not vested as of the Separation Date, shall become vested in full as
\nof the Separation Date; and each stock option award identified as a “Post-2005
\nAward” shall be exercisable for the lesser of the remaining term thereof or four
\nyears from the Separation Date; and<\/p>\n

2<\/p>\n

\n

(e) You will receive additional service credit through November 1, 2012 (and
\nnot beyond that date) for the purposes of calculating your benefit under the
\nGannett Supplemental Retirement Plan, calculated in accordance with the
\nassumptions that were set forth in Section 8(c) of the Employment Agreement; and\n<\/p>\n

(f) Subject to the terms of any applicable plans or policies of Gannett, you
\nwill be eligible to receive the post-employment benefits described in Exhibit A
\nof the Employment Agreement (and you hereby agree to (i) Gannett making premium
\npayments on your life insurance policy, and (ii) any adjustments to the face
\nvalue of such policy as described in Exhibit A), including health insurance
\ncoverage under the Gannett retiree medical policy and executive medical program
\nand life insurance on the terms and conditions set forth in Exhibit A and the
\napplicable plans or policies of Gannett. In its complete discretion, the
\nCompensation Committee of the Board may consider you for a discretionary annual
\nincentive bonus with respect to your employment during 2011.<\/p>\n

3. You will receive the benefits described in paragraph 2 above only if you
\nsign this Agreement on or before October 27, 2011. In exchange for and in
\nconsideration of the benefits offered to you by Gannett in paragraph 2 above,
\nyou and Gannett agree to the following:<\/p>\n

4. You agree that this is a full and complete release of claims (“Release
\nof Claims<\/u>“). The details of the Release of Claims by you and Gannett are
\nexplained below.<\/p>\n

(a) The Release of Claims means that you agree to give up forever any and all
\nlegal claims, or causes of actions, you may have, or think you have, against
\nGannett, any of its subsidiary, related or affiliated companies, and any of
\ntheir directors, officers and employees. This Release of Claims includes all
\nlegal claims that arose at any time before or at the time you sign this
\nAgreement; it also includes but is not limited to those legal claims of which
\nyou know and are aware, as well as any legal or equitable claims of which you
\nmay not know or be aware, including claims for breach of contract, claims
\narising out of your<\/p>\n

3<\/p>\n

\n

Employment Agreement, claims of intentional or negligent infliction of
\nemotional distress, employment discrimination, defamation, breach of implied
\ncovenant of good faith and fair dealing, and any other claim arising from, or
\nrelated to, your employment by or separation from employment with Gannett.<\/p>\n

Conversely, Gannett and its subsidiary, related or affiliated companies, and
\nany of their directors, officers and employees (collectively, the “Gannett
\nParties<\/u>“) agree to give up forever any and all legal claims, or causes of
\naction, they may have or think they may have against you, including all legal
\nclaims that arose at any time before or at the time you sign this Agreement,
\nwhether known to Gannett or not. This Release of Claims includes any claims
\narising out of your Employment Agreement, claims for breach of contract,
\ndefamation, breach of implied covenant of good faith and fair dealing, and any
\nother claim arising from, or related to, your employment by Gannett.<\/p>\n

Notwithstanding the foregoing, by executing this Release of Claims, (i) you
\nwill not forfeit or release your right to receive your vested benefits under the
\nGannett Retirement Plan, the Gannett Co., Inc. 401(k) Savings Plan, the Gannett
\nSupplemental Retirement Plan and the Gannett Co., Inc. Deferred Compensation
\nPlan (but you will forfeit your right to receive any further severance or annual
\nbonus award not described in Section 2); any rights to indemnification and
\nadvancement of expenses under Gannett153s By-laws and\/or directors153 and officers153
\nliability insurance policies; any other rights under your Employment Agreement
\nwhich are intended to survive a termination of employment; or any legal claims
\nor causes of action arising out of actions allegedly taken by Gannett after the
\ndate of your execution of this Agreement; and (ii) none of the Gannett Parties
\nwill forfeit or release any right to recoup compensation under the clawback
\nprovisions of your Employment Agreement or applicable law; any rights under your
\nEmployment Agreement which are intended to survive a termination of employment
\n(including, but not limited to, your restrictive covenant and confidentiality
\nobligations); any claims based on your fraud or conduct which was committed in
\nbad faith or arising from your active and deliberate dishonesty; any<\/p>\n

4<\/p>\n

\n

claims for which you have no rights to indemnification and advancement of
\nexpenses under Gannett153s By-laws and\/or directors153 and officers153 liability
\ninsurance policies; or any legal claims or causes of action arising out of
\nactions allegedly taken by you after the date of your execution of this
\nAgreement. The matters referenced in clauses (i) and (ii) of this paragraph are
\nreferred to as the “Excluded Matters.”<\/p>\n

(b) Several laws of the United States and of the Commonwealth of Virginia
\ncreate claims for employees in various circumstances. These laws include the Age
\nDiscrimination in Employment Act of 1967, as amended by the Older Worker Benefit
\nProtection Act, Title VII of the Civil Rights Act of 1964, the Rehabilitation
\nAct of 1973, the Family and Medical Leave Act, the Employee Retirement Income
\nSecurity Act of 1974 (as amended), the Americans With Disabilities Act, the
\nGenetic Information Non-discrimination Act, and the Virginia Human Rights Act.
\nSeveral of these laws also provide for the award of attorneys153 fees to a
\nsuccessful plaintiff. You agree that this Release of Claims specifically
\nincludes any possible claims under any of these laws or similar state and
\nfederal laws, including any claims for attorneys153 fees.<\/p>\n

(c) By referring to specific laws, we do not intend to limit the Release of
\nClaims to just those laws. All claims for money damages, or any other relief
\nthat relate to or are in any way connected with your employment with Gannett or
\nits subsidiary, related or affiliated companies, are included within this
\nRelease of Claims, even if they are not specifically referred to in this
\nAgreement. The only legal claims that are not covered by this Release of Claims
\nare the Excluded Matters.<\/p>\n

(d) Except for the Excluded Matters, we agree that neither party will say
\nlater that some particular legal claim or claims are not covered by this Release
\nof Claims because we or you were unaware of the claim or claims, because such
\nclaims were overlooked, or because you or we made an error.<\/p>\n

(e) We specifically confirm that, as far as you or Gannett know, no one has
\nmade any legal claim in any federal, state or local court or government agency
\nrelating to your employment, or the ending of your employment, with Gannett or
\nits subsidiary, related, or affiliated companies. If, at any time in the<\/p>\n

5<\/p>\n

\n

future, such a claim is made by you or Gannett, or someone acting on behalf
\nof you or Gannett, or by some other person or a governmental agency, you and
\nGannett agree that each will be totally and completely barred from recovering
\nany money damages or remedy of any kind, except in the case of any legal claims
\nor causes of action arising out of any of the Excluded Matters. This provision
\nis meant to include claims that are solely or in part on your behalf, or on
\nbehalf of Gannett, or claims which you or Gannett have or have not authorized.\n<\/p>\n

(f) This Agreement, and the Release of Claims, will not prevent you from
\nfiling any future administrative charges with the United States Equal Employment
\nOpportunity Commission (“EEOC<\/u>“) or a state fair employment practices
\n(“FEP<\/u>“) agency, from participating in or cooperating with the EEOC or a
\nstate FEP agency in any investigation or legal action undertaken by the EEOC or
\nthe state FEP agency, nor from communicating in accordance with law with any law
\nenforcement or governmental agencies. However, this Agreement, and the Release
\nof Claims, does mean that you may not collect any monetary damages or receive
\nany other remedies from charges filed with or actions by the EEOC or a state FEP
\nagency.<\/p>\n

5. You and Gannett agree not to disclose or discuss the existence or the
\ndetails of this Agreement with anyone other than our respective attorneys,
\naccountants and\/or your immediate family members, unless required by law. You
\nhereby acknowledge and agree that Gannett may disclose this Agreement and\/or the
\nterms hereof in any investor communication or filing with the Securities and
\nExchange Commission (or other communication related thereto).<\/p>\n

6. You also agree that you will not make any statements, oral or written, or
\ncause or allow to be published in your name, or under any other name, any
\nstatements, interviews, articles, books, web logs, editorials or commentary
\n(oral or written) that is critical or disparaging of Gannett, or any of its
\noperations, or any officers, employees or directors of Gannett, or of any of its
\noperations.<\/p>\n

Likewise, Gannett, agrees that it will not make, and will instruct its
\ncurrent directors and executive officers not to make, any statements, oral or
\nwritten, or cause to be published in Gannett153s name, any statements, interviews,
\narticles, editorials or commentary (oral or written) that is critical or
\ndisparaging of you. Merely because a statement is made by a Gannett employee
\ndoes not mean that it is made “in Gannett153s name.”<\/p>\n

6<\/p>\n

\n

7. You agree to fully cooperate and assist Gannett in the defense of any
\ninvestigations, claims, charges, arbitrations, grievances, or lawsuits brought
\nagainst Gannett or any of its operations, or any officers, employees or
\ndirectors of Gannett or of any of its operations, as to matters of which you
\nhave personal knowledge necessary, in Gannett153s judgment, for the defense of the
\naction. You agree to provide such assistance reasonably consistent with the
\nrequirements of your other obligations and Gannett agrees to pay your reasonable
\nout of pocket expenses incurred in connection with this assistance, subject to
\nparagraph 9 hereof. Gannett agrees to fully cooperate and assist you in the
\ndefense of any third-party claims, charges, arbitrations, grievances or lawsuits
\nbrought against you as a co-defendant with Gannett or any of its operations,
\nofficers, employees or directors, except with respect to any such matters
\narising out of clause (ii) of the Excluded Matters.<\/p>\n

8. You agree that this Agreement and Sections 8(c) (Retirement Plan Credit),
\n9 (Restrictive Covenant), 12 (Legal Expenses and Interest), 13 (Trade Secrets
\nand Confidential Information), 14 (Funding), 15 (Notice), 16 (Transferability),
\n17 (Severability), 21 (Reimbursement of Compensation in Restatement Situations),
\nand Exhibit A of the Employment Agreement, which are hereby incorporated and
\nmade a part hereof, contain all of the details of the agreement between you and
\nGannett with respect to the subject matter hereof, and except as expressly set
\nforth in this Agreement or incorporated hereto, the other provisions of the
\nEmployment Agreement are hereby terminated and you have no further rights or
\nentitlement to benefits thereunder. Nothing has been promised to you, either in
\nsome other written document or orally, by Gannett or any of its officers,
\nemployees or directors, that is not included in this Agreement.<\/p>\n

9. Gannett may withhold from any amount or benefit payable under this
\nAgreement or the Employment Agreement any taxes that it is required to withhold
\nby applicable law or regulation. The parties intend this Agreement to be
\ngoverned by and subject to the requirements of Section 409A of the Internal
\nRevenue Code (the “Code<\/u>“), as amended, and the Treasury Department
\nregulations and other authoritative guidance issued thereunder, and shall be
\ninterpreted and administered in accordance with the intent that you not be
\nsubject to tax under Section 409A of the Code (to the extent such<\/p>\n

7<\/p>\n

\n

rules are applicable to payments or benefits under this Agreement). If any
\nprovision of the Agreement would otherwise conflict with or frustrate this
\nintent, that provision will be interpreted and deemed amended so as to avoid the
\nconflict. Payments to you under the Gannett Supplemental Retirement Plan and the
\nGannett Co., Inc. Deferred Compensation Plan will be made in accordance with
\nyour prior elections and shall not commence until six months after the
\nSeparation Date. Notwithstanding anything to the contrary contained herein, in
\nthe event that Gannett or you determines that payments or benefits under this
\nAgreement would otherwise violate Section 409A of the Code, such payments or
\nbenefits shall not commence until six months after the Separation Date to the
\nextent that such delay is necessary to comply with Section 409A. You shall pay
\nGannett for the Gannett benefits listed under the headings “Home Office”, “Legal
\nand Financial Services”, and “Company Facilities” in Exhibit A of the Employment
\nAgreement (at fair market value rates) during the six month period after your
\nSeparation Date and you shall be reimbursed for such payments on the first day
\nof the seventh month after the Separation Date. All in-kind benefits and expense
\nreimbursements shall be provided and made in accordance with Treasury Regulation
\nSection 1.409A-3(i)(1)(iv), which generally requires (i) that the amount of
\nexpenses eligible for reimbursement, or in-kind benefits provided, during a
\ncalendar year may not affect the expenses eligible for reimbursement, or in-kind
\nbenefits to be provided, in any other taxable year; (ii) the reimbursement of an
\neligible expense is made on or before the last day of the calendar year
\nfollowing the calendar year in which the expense was incurred; and (iii) the
\nright to reimbursement or in-kind benefits is not subject to liquidation or
\nexchange for another benefit.<\/p>\n

10. Please review this Agreement carefully. We advise you to talk with an
\nattorney before signing this Agreement. So that you may have enough opportunity
\nto think about this offer, you may keep this Agreement for twenty-one (21) days
\nfrom the date of termination of your employment. You acknowledge and agree that
\nthe twenty-one (21) day consideration period identified in this paragraph
\ncommenced to run, without any further action by Gannett immediately upon your
\nbeing advised of the termination of your employment, at which time you were
\nprovided with a copy of this Agreement. Consequently, if you desire to execute
\nthis Agreement, you must do so no later than October 27, 2011, and you may do so
\nearlier, solely at your option. Should<\/p>\n

8<\/p>\n

\n

you accept all the terms by signing this Agreement on or before October 27,
\n2011, you may nevertheless revoke this Agreement within seven (7) days after
\nsigning it by notifying Todd A. Mayman in writing of your revocation. We will
\nprovide a courtesy copy to your attorney, if you retain one to represent you.\n<\/p>\n

If you wish to accept this Agreement, please confirm your acceptance of the
\nterms of the Agreement by signing the original of this Agreement in the space
\nprovided below. The Agreement will become effective, and its terms will be
\ncarried out beginning on the day following the expiration of the seven (7) day
\nrevocation period.<\/p>\n

11. By signing this Agreement you agree that you have carefully read this
\nAgreement and understand its terms. You also agree that you have had a
\nreasonable opportunity to think about your decision, to talk with an attorney or
\nadvisor of your choice (and that you have been advised to consult with counsel
\nof your choosing), that you have voluntarily signed this Agreement, and that you
\nfully understand the legal effect of signing this Agreement.<\/p>\n

12. This Agreement shall be governed by and construed under and in accordance
\nwith the laws of the Commonwealth of Virginia without regard to principles of
\nconflicts of laws.<\/p>\n

[Remainder of page intentionally left blank<\/em>]<\/p>\n

9<\/p>\n

\n

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
\nfirst set forth above.<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date: October 6, 2011<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

\/s\/ Craig A. Dubow<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Craig A. Dubow<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

GANNETT CO., INC.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date: October 6, 2011<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

\/s\/ Todd Mayman<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By: Todd Mayman<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Its: Senior Vice President, General<\/strong><\/p>\n

Counsel and Secretary<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Schedule I <\/strong><\/p>\n

Awards <\/strong><\/p>\n

Stock Options <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Option<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Exercise Price<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Grant Date<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Expiration Date<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Post-2005 Award<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

70,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

69.35<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

December 4, 2001<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

December 2, 2011<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

80,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

70.21<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

December 3, 2002<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

December 3, 2012<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

77,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

87.33<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

December 12, 2003<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

December 12, 2013<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

69,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

80.90<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

December 10, 2004<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

December 10, 2012<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

225,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

71.94<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

July 15, 2005<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

December 10, 2012<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

X<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

200,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

60.29<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

December 9, 2005<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

December 9, 2013<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

X<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

300,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

61.26<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

February 28, 2007<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

February 27, 2015<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

X<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

225,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

31.75<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

February 27, 2008<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

February 26, 2016<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

X<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

500,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3.75<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

February 25, 2009<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

February 24, 2017<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

X<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

480,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

15.00<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

February 24, 2010<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

February 23, 2018<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

X<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

235,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

16.23<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

February 23, 2011<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

February 22, 2019<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

X<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Restricted Stock Units <\/strong><\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Units<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Grant Date<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Expiration Date<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

35,000<\/p>\n<\/td>\n

<\/td>\n\n

December 7, 2007<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

December 7, 2011<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

100,000<\/p>\n<\/td>\n

<\/td>\n\n

December 12, 2008<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

December 12, 2012<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

100,000<\/p>\n<\/td>\n

<\/td>\n\n

December 11, 2009<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

December 11, 2013<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

110,000<\/p>\n<\/td>\n

<\/td>\n\n

December 10, 2014<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

December 10, 2014<\/p>\n<\/td>\n

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