Filed by Google Inc.
Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement on Form S-3: No. 333-142243
Below are screen shots of a compensation tool available to Google staffing employees and certain employment candidates. The tool models the potential value of Google equity awards, including transferable stock options (TSOs).
Compensation Modeling for Jane Doe
ASSUMPTIONS
NOTE: This document and the data presented herein is for illustrative purpose only and does not reflect any expectations or predictions of the companys or the employees future performance. This form also does not represent any form of offer or create any contract of employment.
Candidate Name Jane Doe
Country United States
Annual Base Salary (USD) 100,000
Target Annual Bonus (%) 15.0%
New Hire Stock Options (#) 200
New Hire Google Stock Units (#) 100
Annual Stock Price Appreciation / (Depreciation) (%) 15%
Modeled “Current” Stock Price (USD)
* A corresponding positive growth scenario is shown on the first page to illustrate a range of possible values. None of the stock prices shewn reflect Google’s estimates of future performance.
MODELED TOTAL COMPENSATION
Modeled Google Compensation
Year 1 Year 2 Year 3 Year 4
Cash Compensation
Annual Base Salary (1) USD 100,000 USD 100,000 USD 100,000 USD 100,000
Target Bonus Payout (2) USD 15,000 USD 15,000 USD 15,000 USD 15,000
Sub Total USD 115,000 USD 115,000 USD 115,000 USD 115,000
Sign-on Bonus USD 5,000
Relocation Bonus USD 3,500
Total USD 123,500 115,000 115,000 115,000
Equity Compensation (Based on modeled year-end stock price) GOOG @ $703 $808 $929 $1,069
Vested Stock Option Gain** (3) USD 9,260 USD 13,349 USD 18,469 USD 24,683
Vested Google Stock Unit Gain (4) USD 17,566 USD 20,201 USD 23,231 USD 26,716
Total USD 26,826 USD 33,551 USD 41,701 USD 51,399
Total Cash+Equity Compensation
Cash + Google Stock Units only USD 141,066 USD 135,201 USD 138,231 USD 141,716
Total Cash & Equity Compensation USD 150,326 USD 148,551 USD 156,701 USD 166,399
Total 4-Year Compensation: Cash USD 468,500
Stock USD 65,762
Options
Google Stock Units USD 87,715
Cash + Google Stock Units Only USD 556,215
Cash + Stock Options + Google Stock Units USD 621,977
**Note: Your stock options should be eligible for Google’s Transferable Stock Option (TSO) program. Google has filed a registration statement (including a prospectus) with the SEC for the offering to which the communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Google has filed with SEC for more complete information about Google and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Google will arrange to send you the prospectus if you request it by calling toll-free 1-866-468-4664 or sending an e-mail to investors@google.com.
Notes
1 The Data presented here represents only the current anticipated offer - in addition to amounts shown, you may also be eligible for future performance-based annual salary increases based on your own performance and the policies and practices in place at time.
2 [Omitted from filed version]
3 Assumes that options are sold through Google’s TSO program rather than excercised. TSO values are extrapolated based on actual recent TSO trading data using a Black-Scholes option model. Future changes in market conditions and Google’s stock price performance may change any of the equity values shown. The data presented here represents only the current anticipated offer - in addition to amounts shown, you may also be eligible for future performance-based annual equity refresher grants based on your own performance and the policies and practices in place at the time.
4 Assumes all vested shares are sold annually.
Confidential. For Internal Google Purposes Only. Page 1 of 2
Compensation Modeling for Jane Doe
ASSUMPTIONS
NOTE: This document and the data presented herein is for illustrative purposes only and does not reflect any expectations or predictions of the companys or the employees future performance. This form also does not represent any form of offer or create any contract of employment.
Candidate Name Jane Doe
Country United States
Annual Base Salary (USD) 100,000
Target Annual Bonus (%) 15.0%
New Hire Stock Options (#) 200
New Hire Google Stock Units (#) 100
Annual Stock Price Appreciation / (Depreciation) (%) * -15%
Modeled “Current” Stock Price (USD) 611
* A corresponding positive growth scenario is shown on the first page to illustrate a range of possible values. None of the stock prices shown reflect Google’s estimates of future performance.
MODELED TOTAL COMPENSATION
Modeled Google Compensation
Year 1 Year 2 Year 3 Year 4
Cash Compensation
Annual Base Salary (1) USD 100,000 USD 100,000 USD 100,000 USD 100,000
Target Bonus Payout (2) USD 15,000 USD 15,000 USD 15,000 USD 15,00
Sub Total USD 115,000 USD 115,000 USD 115,000 USD 115,000
Sign-on Bonus USD 5,000
Relocation Bonus USD 3,500
Total USD 123,500 115,000 115,000 115,000
Equity Compensation (Based on modeled year-end stock price) GOOG @ $519 $441 $375 $319
Vested Stock Option Gain** (3) USD 3,536 USD 1,880 USD 912 USD 401
Vested Google Stock Unit Gain (4) USD 12,984 USD 11,036 USD 9,381 USD 7,974
Total USD 16,520 USD 12,916 USD 10,293 USD 8,375
Total Cash+Equity Compensation
Cash + Google Stock Units only USD 136,484 USD 126,036 USD 124,381 USD 122,974
Total Cash & Equity Compensation USD 140,020 USD 127,916 USD 125,293 USD 123,375
Total 4-Year Compensation: Cash USD 468.500
Stock Options USD 6,730
Google Stock Units USD 41,374
Cash + Google Stock Units Only USD 509,874
Cash + Stock Options + Google Stock Units USD 516,604
**Note: Your stock options should be eligible for Google’s Transferable Stock Option (TSO) program. Google has filed a registration statement (including a prospectus) with the SEC for the offering to which the communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Google has filed with SEC for more complete information about Google and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Google will arrange to send you the prospectus if you request it by calling toll-free 1-866-468-4664 or sending an e-mail to investors@google.com.
1 The Data presented here represents only the current anticipated offer - in addition to amounts shown, you may also be eligible for future performance-based annual salary increases based on your own performance and the policies and practices in the place at the time.
2 [Omitted from filed version]
3 Assumes that options are sold through Google’s TSO program rather than excercised.TSO values are extrapolated based on actual recent TSO trading data using a Black-Scholes option model. Future changes in market conditions and Google’s stock price performance may change any of the equity values shown. The data presented here represents only the current anticipated offer - in addition to amounts shown, you may also be eligible for future performance-based annual equity refresher grants based on your own performance and the policies and practices in place at the time.
4 Assumes all vested shares are sold annually.
Confidential, For Internal Google Purposes Only, Page 2 of 2