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EFTA01382721

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S-I/A Table of Contra's For fiscal 2014, the Board, with input from management. established the strategic growth objectives for the Company, which included the expansion of the lisionPL US platfonn and information security products, enhanced client experiences through sales and service, international expansion, revenue and adjusted EBITDA growth. enhanced cyber security controls, development of a robust compliance, audit and third party oversight function and the creation of more efficiency between different parts of our organization. During the year. the Board added an additional objective relating to the completion of FDIrs $3.5 billion private equity placement. The Committee also considers each individual's performance and contribution in meeting the Company's strategic objectives. The Committee considers a number of factors, including: the performance of the executive; • the effective management of expenses; • the effective management of risk; demonstration of leadership, teamwork and innovation; and the extent of accomplishment of the Company's strategic objectives. The size of awards for meeting our strategic growth objectives, taking into account individual performance in meeting those objectives, are based primarily on our financial performance during the year. To best accomplish this, the Cormnittce approved a fully discretionary• funding structure for 2014 for the SEIP. This structure was deemed most appropriate to ensure the Committee maintained the discretion and ability to appropriately reward the performance of each NEO. At the time of hiring, Ms. Armine-Klein and Mr. Das were each offered a minimum cash incentive, but both subsequently agreed to waive a portion of their minimum cash incentive for 2014 prior to the Committee making its discretionary cash bonus determination because they wanted the form of their total compensation package to be consistent with the form of total compensation being received by other members of our ma

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