THQ 2012 Annual Report Download - page 84

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expect the majority of these charges to be recorded in the quarter ended June 30, 2012. These amounts are preliminary and
subject to change as we finalize our assessment of the charges and costs associated with the above items.
New Officers & Related Compensation
On May 25, 2012, we appointed Jason Rubin ("Rubin") as our President and Jason Kay ("Kay") as our Chief Strategy Officer.
As inducements to their employment, both were granted certain stock awards.
Rubin and Kay were granted stock option awards of 950,000 and 550,000 shares of our common stock, respectively. These
awards have an exercise price of $0.61 per share (the fair market value of a share of our stock on May 25, 2012) and vest in
three equal annual installments on the anniversary date of the grant, and are subject to continued employment.
Rubin and Kay were also granted restricted stock unit awards of 950,000 and 550,000 shares of our common stock,
respectively. These awards will vest in two equal installments based on the achievement of certain stock price performance
goals that must be met prior to the fourth anniversary of this award. The first half of these awards will vest on the first date that
the company’s common stock equals or exceeds $2.00 per share for ten consecutive trading days, and the second half of these
awards will vest on the first date that our common stock equals or exceeds $3.00 per share for ten consecutive trading days, and
are subject to continued employment.
In addition, Rubin and Kay were granted stock option awards of 3,071,756 shares (collectively) of our common stock with an
exercise price of $0.61 per share. These shares will only vest at the time Rubin, alone or together with Kay, purchases shares of
our common stock having a value at the time of purchase of at least $1,500,000, prior to March 31, 2013.
The stock options and restricted stock units granted to Rubin and Kay were granted outside of a stockholder-approved plan,
pursuant to the “Employment Inducement Awards” exemption of the Nasdaq Listing Rules.