2017 Director Compensation Report

We are pleased to present our fifth study of aggregate share-based compensation. This report covers the three-year period from 2011 to 2013, and includes the following:

• Company-wide annual grant rates, measured based on annual share usage and fair value transfer (“FVT”)
• Annual share usage is the number of shares granted as a percent of outstanding shares, expressed on an option-equivalent basis to normalize for differences in the value of stock options and full shares
• Fair value transfer is the aggregate pre-tax compensation cost of grants as a percent of company market capitalization value and as a percent of revenue at grant
• Overhang, measured based on share dilution as well as the fair value of outstanding grants
• Frequency and prevalence of long-term incentive plan share requests
• Allocation of long-term incentive pools to the CEO and other proxy officers (“Top 5”)
• Prevalence of employee stock purchase plans (“ESPPs”)