Twenty-First Century Fox 2013 Annual Report Download - page 130

TWENTY-FIRST CENTURY FOX, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
satisfaction of one or more pre-established objective performance measures determined by the Compensation
Committee. These awards have a graded vesting and the expense recognition is accelerated.
The PSUs were awarded under the Company’s 2005 Long-Term Incentive Plan. In fiscal 2013, 2012 and
2011, a total of 8.2 million, 9.1 million and 1.8 million target PSUs were granted, respectively, of which
6.3 million, 6.9 million and nil, respectively, will be settled in shares of Class A Common Stock. The fiscal 2011
award vests in August 2013.
Restricted Stock Units
RSU awards are grants that entitle the holder to shares of Class A Common Stock or the value of shares of
Class A Common Stock as the award vests, subject to the 2005 Plan and such other terms and conditions as the
Compensation Committee may establish. RSUs issued under the 2005 Plan are fair valued based upon the fair
market value of Class A Common Stock on the grant date. Any person who holds RSUs shall have no ownership
interest in the shares of Class A Common Stock to which such RSUs relate until and unless shares of Class A
Common Stock are delivered to the holder. All shares of Class A Common Stock reserved for cancelled or
forfeited equity-based compensation awards become available for future grants. Certain RSU awards are settled
in cash and are subject to terms and conditions of the 2005 Plan and such other terms and conditions as the
Compensation Committee may establish.
Certain executives, who are not named executive officers of the Company, responsible for various business
units within the Company had the opportunity to earn a grant of RSUs under the 2005 Plan in fiscal 2013, 2012
and 2011. These awards (the “Performance Awards”) were conditioned upon the attainment of pre-determined
operating profit goals for fiscal 2013, 2012 and 2011 by the executive’s particular business unit. If the actual
fiscal 2013, 2012 and 2011 operating profit of the executive’s business unit as compared to its pre-determined
target operating profit for the fiscal year was within a certain performance goal range, the executive was entitled
to receive a grant of RSUs pursuant to a Performance Award. To the extent that it was determined that the
business unit’s actual fiscal 2013, 2012 and 2011 operating profit fell within the performance goal range for that
fiscal year, the executive received a percentage of his or her annualized base salary, ranging from 0% to 100%, in
time-vested RSUs representing shares of Class A Common Stock. The RSUs are generally payable in shares of
Class A Common Stock upon vesting and are subject to the participants’ continued employment with the
Company.
During the fiscal years ended June 30, 2013, 2012 and 2011, 1.4 million, 6.7 million and 13.4 million RSUs
were granted, respectively, which primarily vest over four years. Outstanding RSUs as of June 30, 2013 are
payable in shares of the Class A Common Stock, upon vesting, except for approximately 595,000 RSUs
outstanding that will be settled in cash. RSUs granted to executive directors and certain awards granted to
employees in certain foreign locations are settled in cash. During the fiscal years ended June 30, 2013, 2012 and
2011, approximately 925,000, 1,189,000 and 1,630,000 cash-settled RSUs vested, respectively. Cash paid for
vested cash-settled RSUs was approximately $22 million, $19 million and $22 million in the fiscal years ended
June 30, 2013, 2012 and 2011, respectively.
122