Board Justification

The compensation program is designed to attract, motivate and retain highly talented individuals at all levels of the global organization and incentivize decision making and management focus that is designed to enhance long-term stockholder value.

Board Justification

Based on the Company’s performance in 2016 and Mr. Boyd’s strong leadership, the Compensation Committee and the Board authorized the Company to pay Mr. Boyd an $8 million bonus for 2016.

Board Justification

Includes the U.S. Dollar value of insurance premiums paid by us during 2016 with respect to life insurance and accidental death and dismemberment insurance for Mr. Boyd and matching contributions made by us to Mr. Boyd’s 401(k) plan for fiscal year 2016, as well as $25,000 of non-employee director compensation received by Mr. Boyd for his service as a director and as Chairman of our Board for the period from January 1, 2016 to April 27, 2016.

Board Justification

RSUs granted to Mr. Boyd in May 2016 vest either (A) 50% on the first day of employment of a new chief executive officer and 50% on the earlier of (i) our 2017 annual stockholders meeting (on June 8, 2017) or (ii) six months following the first day of employment of a new chief executive officer or (B) if the first day of employment of a new chief executive officer does not occur by the date of our 2017 annual stockholders meeting, on the date of such annual meeting.