• Employee Stock Purchase Plans
• Executive Compensation
• Incentive Plans
• Separation Agreements
• Termination Payments

On June 8, 2009, stockholders of The Management Network Group, Inc. (the "Company") approved an amendment and restatement of the Company's 1999 Employee Stock Purchase Plan (the "ESPP"). The amendments to the ESPP include the following:

• extension of the date after which no new awards may be granted under the ESPP from September 7, 2009 to June 7, 2014; and
  


• elimination of the automatic share increase feature of the ESPP, with the maximum number of shares available for issuance under the ESPP set at 1,861,044 shares.

On June 23, 2009, SAIC, Inc. announced that Walter P. Havenstein has been named chief executive officer (CEO) and has been elected a director of SAIC, Inc., both effective as of the date he commences SAIC employment, currently scheduled to be September 21, 2009. Mr. Havenstein, age 60, will succeed Kenneth C. Dahlberg, SAIC's current CEO and Chairman of the Board. Mr. Dahlberg will remain Chairman until a new Chairman is selected by the Board. His current term on the Board expires in June 2010. The news release announcing these changes is attached as Exhibit 99.1.

Since January 2007, Mr. Havenstein served as chief operating officer and a director of BAE Systems plc, a British based aerospace and defense contractor with revenues in excess of $34 billion in its 2008 fiscal year, and president and CEO of BAE Systems Inc., its U.S.-based subsidiary. From August 2005 to August 2007, Mr. Havenstein was president of the Electronics and Integrated Systems Operating Group of BAE Systems, Inc. and prior thereto and since January 2004, he was executive vice president. Mr. Havenstein will earn an annual base salary of $1 million and will be eligible to participate in SAIC's incentive compensation program, which includes cash incentive awards and equity awards.

Mr. Havenstein's target cash incentive award for fiscal year 2010 will be $1.25 million, with the potential to earn up to $1.875 million for extraordinary performance. He will also be eligible to receive equity awards valued at up to $3.5 million, of which approximately 50% are expected to be in the form of options to purchase SAIC common stock and 50% in the form of performance share awards. The actual amount of the cash and equity awards will be based upon both corporate performance and the achievement of individual performance objectives for the fiscal year ending January 31, 2010. These awards are expected to be granted in March or April of 2010. Mr. Havenstein will be eligible to elect to defer all or a portion of any cash or vested equity awards granted to him under our cash incentive and equity incentive plans.

As an inducement to join SAIC, Mr. Havenstein will receive additional equity awards comprised of stock options, restricted stock and performance share awards having an aggregate value equivalent to the value of the equity awards of BAE Systems plc that he will forfeit as a result of joining SAIC. These equity awards will be granted at the time Mr. Havenstein's employment with SAIC begins. The value of these awards is currently expected to be approximately $6.37 million, although the actual value will be based on the currency exchange rate and the closing sales price of the publicly traded equity securities of SAIC and BAE Systems plc on the last trading day before Mr. Havenstein's first day of employment.

On June 3, 2009, in connection with its annual grants under the Viacom Inc. ("Viacom" or the "Company") 2006 Long-Term Management Incentive Plan, as amended and restated December 2, 2008 (the "LTMIP"), the Company's Compensation Committee granted restricted share units ("RSUs") and stock options to approximately 190 management employees, including certain of the Company's executive officers. This year, 60% of the value of each award was granted in RSUs, valued using the closing price of the Company's Class B common stock on June 3, 2009, and 40% of the value of each award was granted in stock options, valued using Black-Scholes methodology. In accordance with pre-existing employment agreements, Sumner M. Redstone, Philippe P. Dauman and Thomas E. Dooley received stock options representing 50% of the value of their annual awards; performance share units ("PSUs") representing the other 50% of the value of their annual awards were granted on January 1, 2009. Lower level management continued to receive equity awards 100% in the form of RSUs. Both the RSUs and stock options vest in equal annual installments over a period of four years. The stock options have an exercise price equal to the closing price of Viacom's Class B common stock on June 3, 2009.

On June 8, 2009, the Board of Directors of FedEx, upon the recommendation of its Compensation Committee, approved FedEx's FY2010-FY2012 long-term incentive compensation (LTI) plan.

The LTI program provides a long-term cash payment opportunity to members of management, including the named executive officers, based upon achievement of aggregate diluted earnings-per-share (EPS) goals for the preceding three-fiscal-year period. The LTI plan design provides for payouts that correspond to specific EPS goals established by the Board of Directors. The EPS goals represent total growth in EPS (over a base year) for the three-year term of the LTI plan. The LTI program provides for:

• Target payouts if the three-year average annual EPS growth rate is 12.5%;
  


• Above-target payouts if the growth rate is above 12.5% up to a maximum amount (equal to 150% of the target payouts) if the growth rate is 15% or higher; and
  


• Below-target payouts if the growth rate is below 12.5% down to a threshold amount (equal to 25% of the target payouts) if the growth rate is 5%. No LTI payment is made unless the three-year average annual EPS growth rate is at least 5%.

On June 10, 2009, Palm entered into a separation agreement with Edward T. Colligan (the "Separation Agreement"). Pursuant to the Separation Agreement, Mr. Colligan will remain an employee of the Company and an officer and director of certain of Palm s subsidiaries until July 12, 2009 and is entitled to receive: a lump sum payment of $800,000, payable in twelve equal monthly installments commencing August 12, 2009; an additional lump sum payment of $400,000, payable on July 12, 2010; and reimbursement of premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") for up to eighteen months. In addition, portions of Mr. Colligan s unvested Palm stock options, shares of Palm restricted stock and Palm performance shares will have their vesting accelerate, which to some extent will be conditioned on Mr. Colligan s compliance with the obligations described below. So long as Mr. Colligan complies with the obligations described below, any options to acquire Palm common stock in which Mr. Colligan will vest on or prior to July 12, 2009, together with any options that vest pursuant to the Separation Agreement, will remain outstanding and exercisable until January 12, 2011. As part of the Separation Agreement, Mr. Colligan has agreed to non-competition, non-solicitation and other standard post-separation obligations.

In connection with his retirement, Mr. Combs has entered into an agreement (the "Agreement"), dated June 16, 2009, with us which provides that Mr. Combs will be entitled to receive normal retirement benefits and awards under our previously disclosed executive compensation plans. In addition, Mr. Combs will be eligible to be reimbursed for up to $20,000 in reasonable expenses that may be incurred in connection with a senior executive outplacement service, will receive a lump sum payment of $925,000 and will be credited with a service factor of 55% and an early commencement factor of 75% in connection with Part B of our Supplemental Executive Retirement Plan. The Agreement also provides that Mr. Combs releases us from any and all claims related to his employment.

In connection with his resignation as the Company's Senior Vice President and Chief Financial Officer and from all director, officer and employee positions that he held with any of the Company's subsidiaries, Mr. Barry has entered into an agreement with the Company which provides:

• a lump sum severance payment of $828,800;
  


• a lump sum payment of $29,885 in payment of three weeks of unused vacation;
  


• reimbursement of COBRA payments for a period ending on the first to occur of his employment and December 11, 2010;
  


• reimbursement in the cumulative amount of $50,000 for (i) any legal fees, costs and expenses incurred in connection with the entry into the termination agreement and (ii) the costs of outplacement or relocation services incurred on or before December 31, 2009; and
  


• reimbursement in an amount not to exceed $15,000 for expenses related to fiscal planning and tax preparation services for calendar years 2009 and 2010.

On June 15, 2009, the Company and Russell M. Flaum, an Executive Vice President of the Company, signed a Severance, Release, and Proprietary Interests Protection Agreement (the "Agreement") in connection with Mr. Flaum's retirement, effective on July 1, 2009, under the Company's Voluntary Enhanced Severance Program. The Voluntary Enhanced Severance Program was offered to all employees on the corporate payroll who are at least 55 years old with 10 years of service. The Voluntary Enhanced Severance Program, incorporated into the Agreement, provides for the following:

• Separation pay of $384,336, representing 1.5 weeks of separation pay for each year of service instead of 1 week for each year of service;
  


• Options granted to Mr. Flaum in 2006 through 2009 that would have vested in February 2010 will vest as of July 1, 2009 and will be exercisable through May 31, 2010;
  


• If the performance criteria applicable to the Qualified Restricted Stock Units granted to Mr. Flaum in 2009 are met, then 25% of his QRSUs will vest rather than be forfeited. Determination of whether the criteria are met will be made in February 2010;
  


• Outplacement services selected by the Company will be made available to Mr. Flaum at no cost to him; and
  


• Benefits pursuant to the Company's normal practices and benefits plans, as defined by the relevant plan documents, including unused and accrued vacation pay and pro-rated bonus payments for 2009, determined in 2010, based on 2009 year-end results and Mr. Flaum's accomplishments through July 1, 2009.

• $600,000 payable in three equal installments on December 31, 2009, July 2, 2010 and December 31, 2010, in consideration of Mr. Flaum's agreement to refrain from competition against the Company and from soliciting Company employees from employment with the Company for a period of 18 months and to refrain from disclosing or utilizing any confidential information of the Company, and $10,000 of which is in consideration of Mr. Flaum's release of any and all claims that he may have against the Company;
  


• Mr. Flaum will receive ownership of his laptop computer and mobile phone and Blackberry as well as two months of network service costs pertaining thereto; and
  


• Up to $3,000 as reimbursement for Mr. Flaum's legal fees in connection with finalizing the Agreement.