DXC Technology Co

Section V. COMPONENTS OF OUR COMPENSATION PROGRAM

Fiscal 2024 Executive Compensation Program Overview

DXC’s executive compensation program aligns with our business strategy and aligns with our pay for performance philosophy. The program for our NEOs for fiscal 2024 is outlined in the table below. Our program was structured with a mix of variable and fixed compensation that incentivizes achievement of short-term financial objectives and long-term stockholder value creation and appropriately considers the objectives and measures of success entailed in our strategic priorities.

Fiscal 2024 Pay Components

The Compensation Committee uses the components of compensation outlined in the chart below in order to achieve its executive compensation program objectives. The Compensation Committee has developed a balanced program, but also focuses on metrics that can be measured in the near-term that drive value for our stockholders. To verify that each executive officer’s total compensation is consistent with the Compensation Committee’s compensation philosophy and objectives and that the component is serving a purpose in supporting the execution of our strategy, the Compensation Committee regularly reviews all components of the program.

*As discussed below, our executive officers are subject to rigorous stock ownership guidelines in order to further align their interests with the interests of our stockholders.

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The graphics below illustrate the fiscal 2024 mix of fixed, target short-term incentive, and target long-term incentive compensation we provided to our CEO and other NEOs.*

*The above pay mix percentages reflected are rounded to the nearest whole number, and the calculations exclude Mr. Fernandez, as his annual target pay did not take effect until fiscal 2025. Please see the “Leadership Transition” section of this CD&A for further details on Mr. Fernandez’s compensation.

Total Target Direct Compensation Decisions –Predominantly in long term component:

In the Spring of 2023, at the time that the Compensation Committee typically determines target compensation for the year, the Compensation Committee, in consultation with Pay Governance, reviewed the total target compensation for the executive officers and, in alignment with the full Board, based in part on outperforming the median of the GICS 4510 industry, the Board determined to increase the compensation of the CEO to align total pay with the median of the peer group, which was approximately $19,000,000. In accordance with our pay for performance and stockholder alignment philosophy, the entirety of the CEO increase was made to the long-term incentive component. The vast majority (93%) of the target total direct compensation opportunity in fiscal 2024 was variable and at-risk, with a majority (69%) being subject to rigorous short- and long-term performance conditions.

Also, consistent with our pay for performance model, during fiscal 2024, the Compensation Committee increased the target total compensation of NEOs Christopher Drumgoole and James M. Brady due to their promotions to expanded roles in critical leadership positions of the Company in fiscal 2024. The vast majority of the target compensation increases were allocated to the long-term incentive component to further align compensation to stockholders’ interests. No other fiscal 2024 NEOs received any adjustments.

Finally, when Mr. Fernandez was appointed to full-time President and Chief Executive Officer on February 1, 2024, the Compensation Committee considered his proven experience and executive leadership and aligned his fiscal 2025 total target compensation with the prior CEO’s fiscal 2024 total target compensation. The monthly interim compensation ceased on April 1, 2024 (the first day of DXC’s fiscal 2025). Mr. Fernandez’s fiscal 2025 target compensation also maintains alignment with the market median.

Base Salary

Base salary is designed to compensate executives for normal day-to-day responsibilities and represents the fixed component of annual total pay.

Base salaries are individually determined based on a variety of considerations, including individual and Company performance, responsibilities associated with the role, skills, experience, achievements, and the competitive market for the position.

In alignment with our pay for performance philosophy, the target compensation increase made to Mr. Salvino was only in the long-term incentive opportunity. He receivedno increase in base salary or annual cash incentive opportunity. Mr. Salvino subsequently left the Company at the close of fiscal 2024.

1. All elements of Mr. Fernandez’s fiscal 2024 target compensation in this “Section V. Components of Our Compensation Program” are per the arrangements established in connection with his role as Interim President and Chief Executive Officer. Mr. Fernandez’s Employment Agreement as the full-time President and Chief Executive Officer is effective as of April 1, 2024, the first day of DXC’s fiscal 2025. Please refer to the “Leadership Transition” section in this CD&A for further details on Mr. Fernandez’s compensation.

2. Mr. Salvino left DXC at the close of fiscal 2024.

3. Mr. Sharp left DXC during fiscal 2024 (September 2023).

For newly hired executive officers, the Compensation Committee establishes initial base salaries at the time the executive officer is hired, considering the position and the executive’s experience and qualifications. Regarding setting the initial target total compensation of Mr. Boville, the Compensation Committee considered both his extensive expertise and leadership in the technology industry as well as the scope of the new, critical role Mr. Boville serves in, which may soon expand to an even larger scope within the Company.

Annual Cash Incentive Plan

The annual cash incentive plan for executive officers rewards named executive officers for the achievement of key short- term financial and other objectives that the Compensation Committee views as important steps in the execution of our overall business strategy, with the intent ultimately of increasing stockholder value.

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Overview

DXC’s fiscal 2024 annual cash incentive plan’s pool funding, subject to additional caps on payouts, is calculated based on the following formula:

Financial Performance Measures

The amount of the incentive pool, if any, under the annual cash incentive plan is based on our achievement against pre-defined targets on two financial performance metrics.

The two financial performance measures, Organic Revenue Growth Percentage (“%”)1 and Adjusted EBIT Margin Percentage (“%”)2, collectively represented 100% of the target opportunity for the fiscal 2024 annual cash incentive plan. Organic Revenue Growth and Adjusted EBIT Margin are critical building blocks to achieve our key strategic goals and drive stockholder value creation, with equal weighting on top-line revenue growth and overall sustained profitability, as both closely correlate to cash generation, which is a key to driving long-term financial success for the Company in tandem with long-term value for our stockholders. The metrics are weighted 50% Organic Revenue Growth % and 50% Adjusted EBIT Margin % to reinforce that both revenue and profits are equally important in driving sustainable growth for DXC.

1. Organic Revenue Growth %. Organic Revenue Growth % measures the year over year percentage growth in GAAP Revenue through internal organic growth without the impact of fluctuations in foreign currency rates and without the impacts of acquisitions and divestitures.

2. Adjusted Earnings Before Interest and Taxes (EBIT) Margin %. Adjusted EBIT Margin, which is GAAP EBIT adjusted to exclude certain items which DXC management believes are not indicative of operating performance, including restructuring costs, amortization of acquired intangible assets, transaction, separation, and integration-related costs, merger-related indemnification, gains and losses on dispositions of businesses, pension and OPEB actuarial and settlement losses and impairment losses.

Target, Threshold, and Maximum Performance Levels

The Compensation Committee set the performance targets at levels that it considered rigorous and challenging, that required substantial effort to achieve, and that considered the relevant risks and degree of difficulty during our Transformation Journey turnaround strategy. The Compensation Committee also took into consideration the recent disposition of businesses as part of DXC’s strategic priorities and how such dispositions may affect the relevant financial performance of the Company. In determining specific financial goals for the year, the Compensation Committee reviewed the annual operating plan, various factors related to the achievability of budgeted goals, including the risks associated with various macroeconomic factors, and performance relative to prior years.

The Compensation Committee set the threshold level such that significant performance as a percent of the target opportunity would need to be attained (90% for Adjusted EBIT Margin % and 95% for Organic Revenue Growth %, respectively) and set the maximum level at 105% for Organic Revenue Growth % and 110% for Adjusted EBIT Margin %, respectively, to underscore the importance of achieving the targets and present a significant challenge requiring exceptionally strong performance and significant effort to achieve.

Payout Curves

For the fiscal 2024 annual cash incentive plan, the Compensation Committee defined payout levels representing the amount to be paid to NEOs based on the level of actual performance achieved relative to the targets as shown below.

If performance for a metric is below the threshold level, then the payout will be 0% of the target payout. If we achieve 100% of target performance for a metric, the payout is 100% of target. If performance is between the threshold level and target level, or the target level and the maximum level, then the payout will be determined based on the payout graph below, providing between 50% and 200% of the target payout based on linear interpolation. If performance is above the maximum level, the maximum payout of 200% of target will be earned for that metric.

After the end of fiscal 2024, the Compensation Committee determined achievement with respect to each of the financial metrics and corresponding pool funding, independently.

Individual Performance Modifier

Once the pool funding is determined, the pool funding percentage is applied to the product of (i) the executive’s base salary and (ii) the target opportunity percentage. Such amount may then be subject to an individual performance modifier at the discretion of the Compensation Committee.

The individual modifier ranges from 0% to 200%, but for fiscal 2024, it was not applied to any of the named executive officers for individual performance because they were all assessed as one team. The standard formula for calculating the individual payout in the plan is as follows:

Although the Compensation Committee discusses the pool funding with the CEO, he is not involved in decisions pertaining to his own compensation or payouts. The Compensation Committee, in alignment with the full Board, determines the CEO’s annual cash incentive.

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Target Opportunities

The Compensation Committee determines the target annual cash incentive opportunity available to each NEO by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the peer group company percentages of salary and the proportion of total direct compensation represented by the annual cash incentive.

1. Mr. Fernandez was not eligible for a fiscal 2024 annual incentive.

2. Mr. Del Bene and Mr. Boville’s target annual incentive opportunities are prorated based on their respective hire dates in fiscal 2024.

3. Mr. Salvino left DXC at the close of fiscal 2024.

4. Mr. Sharp left DXC during fiscal 2024 (September 2023).

For fiscal 2024, the Compensation Committee determined to increase Mr. Brady’s target annual cash incentive opportunity as a percentage of base salary by 15 percentage points due to his promotion to the critical leadership role of Chief Operating Officer at the beginning of fiscal 2024. For the other NEOs, the Compensation Committee determined not to change any of the target annual cash incentive percentages in fiscal 2024.

Achievement of Financial Metrics

Ultimately, the Compensation Committee verifies achievement relative to the targets for Organic Revenue Growth % and Adjusted EBIT Margin % to determine the respective performance levels, and then translates those performance levels to pool funding levels.

The Compensation Committee set the performance targets at levels that it considered rigorous and challenging, that required substantial effort to achieve, and that considered the relevant risks and degree of difficulty. The targets for the annual incentive compensation program are below. The fiscal 2024 revenue target shown reflects a substantial improvement from the declines in prior years. The threshold for organic revenue growth % is 95% of the target with a maximum of 105% of the target. The threshold for Adjusted EBIT Margin % is 90% of the target with a maximum of 110% of the target.

The Company’s achievements for Adjusted EBIT Margin % and Organic Revenue Growth % were approximately 92% and 96%, respectively, which were below target performance, but above threshold, resulting in a calculated payout of 59% of target, also demonstrating the alignment between pay and performance.

1. For a reconciliation of non-GAAP measures as set forth in this Proxy Statement to the most directly comparable GAAP measures, see “Appendix A: Non-GAAP Financial Measures.”

Performance Factor Based on Actions of the NEOs

During fiscal 2024, our highest priority was to work together as one team to execute the business strategy. As a result, the Compensation Committee and the CEO determined to evaluate the NEOs collectively as one. For fiscal 2024, the individual performance modifier was not used for the NEOs.

Payout Determination

The Compensation Committee verified achievement of financial metrics relative to the targets to determine the respective performance levels.

The total payout under our annual cash incentive plan for each NEO for fiscal 2024 is reflected in the table below.

1. Mr. Sharp left DXC in September 2023 and forfeited his entire fiscal 2024 annual incentive payout opportunity.

2. Mr. Fernandez was not eligible for a fiscal 2024 annual incentive.

3. Mr. Del Bene’s and Mr. Boville’s annual incentive payouts were prorated based on their respective hire dates in fiscal 2024.

4. Mr. Salvino left DXC at the close of fiscal 2024 and, because he was employed by DXC for the full fiscal year, the payout amount reflects the full annual incentive payout based on actual performance during the year of termination, per the severance terms of Mr. Salvino’s employment agreement. Additional details of Mr. Salvino’s severance arrangement are provided in the “Potential Payments Upon Change of Control and Termination of Employment” section.

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Long-Term Incentives

The third main component of our executive compensation program is long-term incentives delivered in the form of equity. Consistent with our pay for performance philosophy, this component is also the largest component of executive total pay.

Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term stockholder value. The Compensation Committee, based on recommendations from management and its compensation consultant, structured the long-term incentive opportunity for the NEOs to motivate executive officers to achieve multi-year strategic goals and deliver sustained long-term value to stockholders, and to reward them for doing so.

The use of equity as the vehicle for long-term incentives creates a strong link between performance and payouts, and a strong alignment between the interests of executive officers and our stockholders. Multi-year vesting improves retention because it gives executives an incentive to stay with the Company throughout the vesting period and be actively engaged in driving strong financial results.

Finally, stock-based grants create an ownership mindset by giving executives an equity stake in the business, which gives them a strong incentive to manage the Company with the long-term perspective of an owner.

Equity Vehicles and Mix for Annual Grants

The Compensation Committee determined to use the same PSU performance metrics for the fiscal 2024-2026 cycle as were introduced and used in the prior fiscal year (relative TSR and cumulative Free Cash Flow, weighted equally and measured over a three-year period). The Compensation Committee believes these metrics best align executive pay with stockholder value creation as well as business operations.

*rTSR is defined as the Company’s Total Shareholder Return (“TSR”) for the fiscal 2024 PSU performance period (4/1/2023 - 3/31/2026), in relation to the TSRs of the companies that are members of the comparison peer group described below. TSR means the difference between (i) the average price of a share of the relevant company’s stock during the 20 trading days immediately preceding and including the start date of the performance period and (ii) the average price of a share of the same company’s stock during the last 20 trading days of the performance period, plus the value of gross dividends paid as if reinvested in the relevant company’s stock on the ex-dividend date and other appropriate adjustments for such events as stock splits.

The relative TSR comparison companies for the fiscal 2024 PSUs, composed of the S&P 500 IT Services Index companies as of the start of the fiscal 2024 PSU performance period (excluding DXC Technology), plus 18 additional companies that we either (1) compete with for business and capital or (2) were formerly in the S&P 500 IT Services Index the prior fiscal year and maintained in the relative TSR peer group for program continuity, are used to measure the relative Total Shareholder Return for the three-year performance period. These comparison companies were reviewed and approved by the Compensation Committee. The group of companies is slightly different and broader than the fiscal 2024 compensation peer group identified under “Compensation Peer Group and Peer Selection Process” above:

DXC Technology’s Fiscal 2024 PSU rTSR Peer Group

S&P 500 IT Services Index Companies+Additional Custom Peer Group Companies:Automatic Data Processing, Inc.Broadridge Financial Solutions, Inc.Conduent IncorporatedCisco Systems, IncFidelity National Information Services, Inc.Fiserv, IncFleetCor Technologies, Inc.Global Payments Inc.Hewlett Packard Enterprise CompanyIntel CorporationJack Henry & Associates, Inc.Kyndryl Holdings, Inc.Mastercard IncorporatedPaychex, Inc.PayPal Holdings, Inc.Unisys CorporationVisa Inc.VMware, Inc.

Stockholder feedback continues to reflect support and encouragement for use of these metrics.

The time-based RSUs are complementary to performance-based PSUs because they provide strong retention value, help balance periods of stock price volatility, and reinforce an ownership culture and commitment to creating stockholder value.

The PSUs granted to the NEOs represent the opportunity to earn shares at the end of the three-year performance cycle based 50% on cumulative FCF and 50% on rTSR for the performance period of fiscal 2024-2026.

The PSUs, if any, will vest after the end of the three-year performance period. The vesting for the PSUs range from 0% to 200% of the target number of shares of the grant, and the 50% based on rTSR will be capped at 100% for negative TSR. Since this is a three-year cliff plan, the actual value received by NEOs will be based on the stock price at the time of vesting after the three-year performance period ends. Moreover, the vested shares are also subject to significant shareholding requirements, including 7x salary for the CEO.

Target Opportunities

The Compensation Committee established target long-term incentive opportunities for each of the NEOs, considering the following:

•The values of, allocations to, and proportion of total compensation represented by the long-term incentive opportunities at the peer group companies

•Individual performance and criticality of, and expected future, contributions of the NEO

•Time in role, skills, and level of experience

•Retention considerations

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The Compensation Committee determined the aggregate target value of the long-term incentive equity grants, and then allocated the target value 70%/60% PSUs and 30%/40% RSUs for the CEO and NEOs, respectively. The 70% allocation to PSUs for the CEO underscores the significant emphasis on performance-based equity.

The specific long-term incentive opportunity for each NEO for fiscal 2024 was as follows:

*Mr. Salvino’s Target LTI % is rounded to the nearest whole percentage number.

1. Mr. Sharp left DXC in September 2023 and did not receive a fiscal 2024 annual equity grant.

2. Mr. Fernandez received a 100% performance-based fiscal 2024 annual equity grant. For details on Mr. Fernandez’s fiscal 2024 annual equity grant, please see the “Leadership Transition” section of this CD&A.

3. Mr. Del Bene’s fiscal 2024 annual equity grant is prorated based on hire date.

4. Per the terms of Mr. Boville’s employment offer letter and in order to help offset equity forfeited from his previous employer upon joining DXC, Mr. Boville’s fiscal 2024 annual equity grant reflects the full year target amount without proration based on hire date.

5. Mr. Salvino left DXC at the close of fiscal 2024 and the entirety of his fiscal 2024 annual equity grant was forfeited, except for pro rata portions based on his twelve full months of service in fiscal 2024, per the severance terms of Mr. Salvino’s employment agreement. Additional details of Mr. Salvino’s severance arrangement are provided in the “Potential Payments Upon Change of Control and Termination of Employment” section.

In line with DXC’s Equity Grant Policy, the number of PSUs and RSUs granted was calculated by dividing the dollar amount of each award by the average closing price of DXC stock for the three-month period ending on the grant date. This approach reduces the impact that positive or negative swings in our stock price can have on the executive’s award size. The grant value that appears in the Summary Compensation Table will be different than the executive’s target value set forth below because it is calculated by multiplying the number of PSUs and RSUs granted by the grant date fair value, which is determined using a Monte Carlo valuation for the rTSR portion of the PSUs and is determined using the closing price on the date of grant for the cumulative FCF portion of the PSUs and the RSUs. For the former CEO, the Compensation Committee and Board set the target compensation opportunity in alignment with the median of the compensation peer group. As described above, however, the reported amount shown in the Summary Compensation Table below differs from (and is higher than) the amount that the Compensation Committee targeted, in part due to our volatile stock price. The actual amount realized will depend on financial and relative stock price performance over the three-year performance period.

Vesting of Fiscal 2022 PSUs

In fiscal 2022, the Compensation Committee granted PSUs with performance-based vesting requirements for the three-year performance period of fiscal 2022-2024. The PSUs granted to the NEOs represented the opportunity to earn shares at the end of the three-year performance cycle based on our stock price growth. The NEOs earned PSUs based on the highest rolling three-month average closing price per share of the Company’s common stock throughout the three-year fiscal 2022-2024 performance period (April 1, 2021 – March 31, 2024), as compared to stock price targets. Fiscal 2022 was the final year of using this stock price metric as part of the annual long-term incentive program. Based on stockholder feedback, we now use Free Cash Flow and relative TSR in our annual long-term incentive program.

The Compensation Committee set the performance levels with the timeline for the business transformation in mind. It utilized compound annual growth rates (“CAGRs”) and corresponding stock price growth hurdles requiring successful execution of steps on the business transformation.

More specifically, the target performance level required an approximate total stock price appreciation of a rigorous 27.6% (8.5% share price CAGR) over a rolling three-month period during the three-year performance period. The threshold performance level required approximately 9.4% total stock price appreciation (or 3.0% share price CAGR). Below that there is no payout. The stock price growth rates are relative to the average closing price during the three-month period leading up to and including the date of May 5, 2021, just prior to the June 1, 2021 grant date. PSU payouts ranged from 0% to 200% of the target number of shares of the grant, with the 200% vesting maximum representing approximately 13.4% CAGR or 45.8% stock price appreciation.

After the end of the three-year period, the Compensation Committee determined that based on the highest achieved rolling three-month average stock price of $39.40, the fiscal 2022 PSU award earned at 188% of target, with an achieved aggregate stock price appreciation of approximately 43.6%, or 12.8% share price CAGR at the time of highest achievement within the performance period.

However, the value of the CEO fiscal 2022 LTI award as of the final settlement date of May 28, 2024 is 36% of the value at the time the fiscal 2022 PSU 188% achievement was realized in August of 2021, which aligns pay with Company performance, as well as with the DXC stockholders’ experience during the challenging headwinds.

In addition, our NEOs are subject to rigorous stock ownership guidelines in order to further align their interests with the long-term interests of our stockholders.

Based on these performance results, the NEOs earned PSUs in respect of their fiscal 2022 PSU grants as follows:

1. Messrs. Fernandez, Del Bene, and Boville were not employees of the Company in fiscal 2022 and did not receive fiscal 2022 PSUs.

2. Mr. Sharp left DXC in fiscal 2024 and all his outstanding fiscal 2022 PSUs were forfeited.

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Other Elements of Compensation

In addition to base salary, annual cash and long-term incentives, DXC provides a mix of other benefits as part of each NEO’s total rewards package.

Retirement Benefits

The Compensation Committee views retirement benefits as an important component of DXC’s executive compensation program. DXC offers its employees, including the NEOs, a retirement program that provides the opportunity to accumulate funds for retirement.

Health Care Benefits

DXC provides health and welfare benefits to eligible employees, including medical, dental, life, disability, and accident insurance. These benefits are available to all U.S. employees generally, including the NEOs. These programs are designed to provide certain basic quality-of-life benefits and protections.

Perquisites

DXC provides certain limited perquisites to senior executives, including the NEOs, to enhance their security and productivity. Perquisites include optional financial planning services, optional executive health screening benefits, and relocation benefits for new hires, as applicable.

We believe the benefits and limited perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

Per Mr. Fernandez’s Employment Agreement, effective as of April 1, 2024 (the 1st day of DXC’s fiscal 2025), we reimburse Mr. Fernandez for up to $50,000 annually for assistance with tax preparation and financial planning and up to $50,000 annually for concierge medical plan premiums. Mr. Fernandez was also provided with executive security protection in fiscal 2024. In addition, Mr. Fernandez may use DXC-owned or leased aircraft for business purposes and reasonable personal use for domestic flights only and subject to such limits as may be reasonably imposed by the Board. Mr. Fernandez takes an active approach to overseeing and managing our global operations, which necessitates both U.S. domestic and international travel due to our diverse set of business and operations centers and many customer locations around the world. Access to corporate aircraft is provided to Mr. Fernandez to ensure business efficiency and security/privacy of business information and communications, especially given the global nature of DXC’s business. Additionally, the Company provided access to corporate aircraft and annual reimbursement of up to $25,000 for assistance with tax preparation to Mr. Salvino, only during the time that he served as the Company’s CEO.

Mr. Fernandez and Mr. Salvino were taxed on the value of the corporate aircraft usage according to IRS rules, and no tax gross-up was provided for personal usage of corporate aircraft or any other perquisite they received. See the notes to the Summary Compensation Table for more information about the perquisites provided to the NEOs.

Severance and Change of Control Compensation

To offer competitive total compensation packages to our executive officers, align the interests of our executives with the interests of our stockholders, as well as to ensure the ongoing retention of these individuals, DXC offers certain post- employment benefits to a select group of executives, including its NEOs.

Various arrangements provide for the payment of certain severance and other benefits to participants for terminations not in connection with a Change of Control (as defined below). These arrangements generally provide for the payment of severance amounts if the CEO’s or other NEOs’ employment is terminated by us without Cause, or if the CEO terminates his employment for Good Reason. For such terminations, generally cash severance amounts are one times base salary plus a pro rata bonus, or one times the sum of base salary and target bonus, or two times the sum of base salary plus target bonus plus a pro rata bonus for the CEO and 12 months of Company-subsidized COBRA continuation ($1 million for the former CEO only). The CEO’s outstanding RSUs would vest on a pro-rata basis and the CEO’s outstanding PSUs would remain outstanding and eligible to vest on a pro-rata basis based on the achievement of the performance goals at the end of the applicable performance period, provided at least one year in the performance period has elapsed as of the date of termination.

Our Change of Control Severance Plan for Senior Management and Key Employees (which covers our NEOs other than the CEO) and the CEO’s Employment Agreement (which covers the CEO) each provide for severance benefits upon “double trigger” terminations without Cause by the Company within three years after a Change of Control, or a termination by the NEOs for Good Reason within two years after a Change of Control. The amount of severance is equal to a multiple (as set forth below) of the sum of the NEO’s then-current annual base salary plus the greater of (i) the average of the three most recent annual cash incentive awards paid or determined, (ii) the target annual bonus for the year of termination, or (iii) the most recent annual bonus paid or determined prior to termination, plus a pro rata bonus for the year of termination, and health and welfare benefits. The multiple for NEOs other than the CEO is 2x, and the multiple for the CEO is 3x. Unvested time-vesting and performance-vesting restricted stock units are “double trigger” and vest only if there is a termination of employment following a Change of Control. There are no tax gross-ups on any amounts payable in connection with a Change of Control.

Additional details about these severance arrangements are provided in the “Potential Payments Upon Change of Control and Termination of Employment” section.

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