2021; and 4) To transact such other business as may properly come before our 2021 Annual Meeting of Shareholders or any adjournments thereof. Only shareholders of record at the close of business on March 22, 201926, 2021 will be entitled to receive notice of, and to vote at, our 20192021 Annual Meeting of Shareholders and any adjournments thereof.

Additional information regarding the rules and procedures for participating in and voting during the Annual Meeting will be set forth in our meeting rules of conduct, which shareholders will be able to view prior to or during the meeting at www.virtualshareholdermeeting.com/SEI2021 by entering the 16-digit voting control number found on your proxy card or your voting instructions. Whether or not shareholders plan to attend our virtual-only 2021 Annual Meeting of Shareholders, SEI urges shareholders to vote and submit their proxies in advance of the meeting by one of the methods described in these proxy materials. By order of the Board of Directors,

William M. Doran, Secretary April 27, 2021 2

Only the holders of shares of our common stock, par value $.01 per share (“Shares”), of record at the close of business on March 22, 2019 ("Shareholders"26, 2021 (“Shareholders”), are entitled to vote at our 20192021 Annual Meeting. On that date, there were 152,401,282142,669,567 Shares outstanding and entitled to be voted at our 20192021 Annual Meeting. Each Shareholder will have the right to one vote for each Share outstanding in his or her name on our books. See “Ownership of Shares” for information regarding the ownership of Shares by our directors, nominees, officers and certain shareholders.

Quorum and Required Votes

A majority of the Shares entitled to vote at the 20192021 Annual Meeting who are present at the 20192021 Annual Meeting, either in person or by proxy, will constitute a quorum for all purposes of the 20192021 Annual Meeting. If Shares are voted on any matter submitted to a vote at the Annual Meeting, under Pennsylvania law the Shares will be considered present for all purposes of the meeting and will therefore be counted for purposes of calculating whether a quorum is present at the Annual Meeting. Under Pennsylvania law and our Articles and Bylaws, if a quorum is present at the meeting:

• the two nominees for election as directors will be elected to the Board if the votes cast for each nominee exceed the votes cast against the nominee; • management’s proposal to approve on an advisory basis the compensation of our named executive officers as disclosed in this Proxy Statement will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal; and • the ratification of the appointment of our independent public accountants will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions and broker non-votes (such as votes of “Withhold Authority”) on any proposal will not be included in the total of votes cast on that proposal and will not affect the outcome of the vote on that proposal. 4

vote the Shares held of record by them in the absence of voting instructions from the beneficial holder only on the ratification of the selection of our independent public accountants. For your vote to be counted, you need to communicate your voting instructions to your broker, trustee or nominee.

You may vote your Shares in one of several ways, depending upon how you own your Shares.

Shareholders If you own shares registered in the name of record (youa bank, broker or other nominee: refer to your proxy card or voting instruction to see which voting methods are available to you. If you own Sharesshares that are registered with our transfer agent in your own name) canname: you may vote by telephone, on the Internet, by telephone or by mail as described below. Street name Shareholders (you own SharesVoting by Internet Go to www.proxyvote.com and follow the instructions. You will need the 16-digit voting control number from your proxy card or voting instruction. Voting by Telephone If your shares are held in the name of a broker, bank broker or other holder of record) should refernominee: follow the telephone voting instruction provided. If your shares are registered in your name: call 1-800-690-6903 and follow the voice prompts. You will need the 16-digit voting control number from your proxy card or voting instruction. Voting by Mail Complete, sign, date and return the enclosed proxy card or voting instruction card in the postage pre- paid envelope provided. Voting at the Annual Meeting This year’s meeting will be virtual. You may vote during the meeting pursuant to the rules and procedures for participating in and voting during the Annual Meeting set forth in our meeting rules of conduct, which shareholders will be able to view prior to or during the meeting at www. virtualshareholdermeeting.com/ SEI2021 by entering the 16-digit voting control number found on your proxy formcard or your voting instructions and by following the information you receive from the record holderinstructions to see which voting methods are available to you.

Should you choose to take advantage of voting via the Internet, you will have the option immediately following the casting of your vote to elect to receive future shareholder communications, including this Proxy Statement and our Annual Report, electronically over the Internet.

Required Vote and Board Recommendation Our Board currently consists of six members and is divided into three classes comprised of two directors in each class. One class is elected each year to hold office for a three-yearthree- year term and until successors of such class are duly elected and qualified, except in the event of death, resignation, or removal of a director. At our 20192021 Annual Meeting, Shareholders will be asked to vote upon the election of two nominees to the class of directors whose term expires at our 20222024 Annual Meeting of Shareholders. Shares represented by properly executed proxy cards in the accompanying form will be voted for such nominees in the absence of instructions to the contrary.

Under our Bylaws, directors must be elected by a majority of votes cast in uncontested elections. This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” the nominee. In contested elections, the vote standard would be a plurality of votes cast. Our Bylaws provide that, in an uncontested election, each director nominee who is an incumbent director must submit to the board before the annual meeting a letter of resignation that is conditioned on not receiving a majority of the votes cast at the annual meeting. Should a candidate not receive a majority of the votes cast at the meeting, his or her resignation is tendered to the independent directors of the Board for a determination of whether or not to accept the resignation. The Board’s decision and the basis for the decision would be disclosed within 90 days following the certification of the final vote results.

Our Board unanimously recommends that at our 20192021 Annual Meeting, Shareholders vote FOR the election of Mr. WestGuarino and Mr. DoranRomeo to the class of directors whose term expires at our 20222024 Annual Meeting of Shareholders.

Our Nominating Committee held one meeting in 20192020 to consider the nominees to the Board for election at the 20192020 Annual Meeting. The principal function of the Nominating Committee is to consider nominees for election to the Board from time to time, including recommendations submitted by our shareholders. The members of the Nominating Committee are Mss. Blumenstein and McCarthy and Messrs. Guarino and Romeo, constituting all of our independent directors.

Our Legal and Regulatory Oversight Committee held four meetings in 2018.2020. The principal function of the Legal and Regulatory Oversight Committee is to oversee our compliance with rules and regulations of the various regulatory bodies having jurisdiction over our business and operations and those of our subsidiaries. The members of the Legal and Regulatory Oversight Committee are Messrs. Doran and Romeo and Ms. Blumenstein. A current copy of the charter of the Legal and Regulatory Oversight Committee may be viewed on our website at seic.com under “Investor Relations > Corporate Governance.”

Nominating Process

During 2015, the Board formed a Nominating Committee consisting solely of our independent directors and adopted a charter for the Nominating Committee. Among the responsibilities of the Nominating Committee is the management and administration of our Board Nomination and Shareholder Communication Policy.

Board candidates are considered by the Nominating Committee based on various criteria, such as their broad-basedbroad- based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of our shareholders and personal integrity and judgment. Directors are also considered based on their diverse backgrounds and on contributions that they can make to us, as well as their ability to fill a current board need. In addition, directors must have time available to devote to activities of our Board and to enhance their knowledge of our industry. The Board prefers a mix of background and experience among its members and it uses its judgment to identify nominees whose backgrounds, attributes and experiences, which taken as a whole, will contribute to insightful and robust, yet collegial, Board deliberation. Accordingly, while there is no exact formula, we seek to attract and retain highly qualified directors with relevant experience who have sufficient time to attend to their substantial duties and responsibilities to us.

Our Nominating Committee considers recommendations for nominations from a wide variety of sources, including members of our Board, business contacts, our legal counsel, community leaders and members of our management. Our Nominating Committee will also consider shareholder recommendations for director nominees that are received in a timely manner. Subject to compliance with statutory or regulatory requirements, our Nominating Committee does not expect that candidates recommended by shareholders will be evaluated in a different manner than other candidates. All such recommendations for election of directors at the 20202022 annual meeting should be submitted in writing to our Secretary at our principal offices (1 Freedom Valley Drive, Oaks PA 19456-1100) no later than January 15, 2020.2022. The Nominating Committee Charter and the Board’s current policy with respect to Board Nominees and Shareholder Communications may be viewed on our website at seic.com under “Investor Relations > Corporate Governance.” 18

Shareholders may send communications to our Board in writing, addressed to the full Board, individual directors or a specific committee of our Board, in care of our Secretary, to our principal offices (1 Freedom Valley Drive, Oaks, PA 19456-1100). Our Board relies on our Secretary to forward written questions or comments to the full Board, named directors or specific committees of our Board, as appropriate. General comments or inquiries from shareholders are forwarded to the appropriate individual internally. The Board’s current policy with respect to Board Nominees and Shareholder Communications may be viewed on our website at seic.com under “Investor Relations > Corporate Governance.”

Risk Oversight by the Board

It is management’s responsibility to assess and manage the various risks we face. It is the Board’s responsibility to oversee management in this effort. The Board has delegated aspects of their risk management oversight responsibility to three committees of the Board. The Audit Committee generally oversees risk policies related to our financial statements and reporting. The Legal and Regulatory Oversight Committee generally oversees risk policies related to our compliance with legal and regulatory obligations. The Compensation Committee generally oversees risk policies related to our compensation arrangements. The Board directly considers risk matters related to our strategic, operational and corporate governance matters as well as risk that could adversely affect our reputation.

We adopted an Enterprise Risk Management Policy and Program based upon the COSO Enterprise Risk Management Framework. Throughout the year, this program is administered by our Enterprise Risk Management team. During the year, senior management members from across our organization convene in our Operations Risk Committee on at least a quarterly basis to discuss various aspects of our operations that create risk for us and mitigations strategies for these risks. At the end of each year, our Chief Financial Officer and our General Counsel work with our Director of Enterprise Risk Management, internal audit department, compliance department, risk officers of our operations, technology and investment management units, risk management officers of our regulated subsidiaries, and members of our various solutions development teams to collect, review and prioritize business risks and mitigation measures and responsibilities. The different identifiers of risk include a risk assessment prepared by our enterprise risk team, risk assessments prepared by our internal audit team for purposes of developing our internal audit plan, risk assessments prepared by compliance officers for the purpose of identifying compliance policy contents and testing procedures, and risk assessments prepared by the operations, technology and investment management units for the purpose of creating and refining their internal procedures and controls. This group also considers the results of regulatory examinations of our regulated subsidiaries as well as issues generally affecting our competitors and the industries of which we are a part. Summaries of these key business risks are then reviewed with our Operations Risk Committee, consisting of the heads of each of our market units and supporting organizations.

In January of each year, the key business risk summary is considered by a joint meeting of the Audit Committee and the Legal and Regulatory Oversight Committee of our Board. During the year, our Chief Financial Officer and our General Counsel have responsibility for escalating as appropriate risk events and updates to the Audit Committee and the Legal and Regulatory Oversight Committee, respectively.

Other Governance Principles

The Board has also adopted a number of other policies that directly affect governance and risk management. These include our Compensation Recoupment Policy and our Stock Ownership Policy, both of which are described below under the caption “Compensation Discussion and Analysis.” In addition, our Insider Trading Policy provides that directors, executive officers and other employees subject to our insider trading compliance program are not permitted to enter into any transaction designed to hedge, or having the effect of hedging, the economic risk of owning our securities. 19

The Committee has also reviewed our compensation policies as generally applicable to all of our employees and believes that our policies, taking into account the mitigation policies and arrangements in place, do not encourage excessive or unnecessary risk-taking and that any level of risk they do encourage is not reasonably likely to have a material adverse effect on us.

Base Salary

The Committee seeks to recommend base salaries for management employees at levels that it believes are sufficiently competitive with salaries paid to management with comparable qualifications, experience and responsibilities at companies of comparable size, operational complexity and businesses to us. In 2018,At its December 2019 meeting both the Committee made limited changesand the Board decided to engage the Consultant to undertake a review of the compensation programs and practices at several of companies that participate in its salary structure forour industries, as well as a bench mark review of our executive officer’s compensation packages overall (see “Industry Benchmarking” below). Consequently, each of the Committee and the Board determined to defer any change in the base compensation and incentive compensation targets of our executive officers until a meeting in March 2020. In March 2020 the Committee and the Board met and determined that in light of the uncertainties for the world economy inherent in the COVID-19 outbreak, no change from the 2019 amounts would be made to the base compensation or incentive compensation target amounts of our executive officers. The Committee and the Board further determined to revisit the 2020 base compensation and incentive compensation targets of our executive officers later in the 2020 fiscal year if, in their judgment, the economic climate warranted such a review. The Committee and the Board continued to monitor the effect of the COVID-19 pandemic on the Company throughout the year and with no greater clarity as to the long-term impact of the COVID-19 pandemic on the world’s economy during the second half of 2020 than there was during the first half of 2020, the Committee and the Board determined not to make any adjustments to the salaries of our named executive officers and all other executive officers, except one, from 2019 levels (See “2018“2020 Committee Actions and Awards-2018Awards-2021 Compensation Adjustments” below).

Incentive Compensation

Incentive compensation consists of two components: annual bonuses and sales commissions. Sales commissions are based on sales events and are measured on the basis of asset accumulation, asset retention, or anticipated revenue from contracted sales, generally taking into account related factors, such as expected profit margins. Executive officers participate only in the annual bonus program and do not participate in sales commission plans.

Annual bonuses are determined through a process overseen by the Board and the Committee. Each individual who participates in the plan is assigned a target compensation award which may change from year to year, but generally is the same as that individual’s prior year target amount. In the case of executive officers, the target amount is generally between 140% and 179%171% of the officer’s base salary, reflecting the determination of the Committee to emphasize performance-based incentive compensation over fixed compensation. 22

This assessment is performed for two different pools:

When the Committee evaluates a market or business unit and individuals within a unit who are executive officers for the purpose of making compensation decisions, it meets with our CEO and reviews a number of factors including:

– success in their management responsibilities generally; – achievement of strategic and tactical goals of their particular market unit; and – their support of, and contribution to, overall corporate success. When the Committee makes decisions regarding equity or non-equitynon- equity incentive compensation, it exercises independent business judgment. There is no specific formula the Committee applies when considering the factors that the Committee believes are important to the assessment of any of our market or business unit'sunit’s performance or that of any individual executive officer or our CEO, nor does the Committee attach any specific weighting or priority to the factors it considers. Consequently, there is no direct correlation between any particular performance measure and the resulting equity or non-equity incentive compensation awards.

The Committee believes that compensation decisions should not be formulaic, rigid or focused on the short-term. Option Grants

Stock option grants are viewed by the Committee as an important means of aligning the interests of management and employees with the interests of shareholders. All of our outstanding stock options have performance-based vesting provisions: the stock options vest at a rate of 50 percent when a specified earnings-per-share target is achieved, and the remaining 50 percent when a second, higher specified earnings-per-share target is achieved. Prior to 2018, there was no minimum time-based factor in the vesting of our stock options. Beginning in 2018, the Committee changed the vesting thresholds from an earnings per share target to a pre-tax earnings per share target, and also implemented minimum time periods for vesting (see “2018“2020 Committee Actions and Awards,” below). Option awards are generally determined by the Committee in December of each year. Our CEO reviews with the Committee the option grants for each executive officer, other than himself, as well as the option grants for the other employees. The Committee then deliberates and establishes the specific option grants and finally submits these option grant amounts to the entire Board for ratification. 23

For 2018, our2020, the Board and the Committee chose to fix the maximum aggregate amount for the non-equitynon- equity incentive compensation award pool (the “Maximum Bonus Pool”) as 120% of the total target non-equity incentive compensation for all executive officers eligible for incentive compensation as of December 2018 if we achieved a pre-tax EPS target of $3.70 in 2018. In addition, our Board and the Committee established profit and sales goals for each of our business units. If our 2018 pre-tax EPS differed from $3.70, the target non-equity incentive compensation award pool would be increased or decreased at the discretion of the Committee. For comparative purposes, our pre-tax EPS in 2017 were $3.43. Our pre-tax EPS in 2018 were $3.81, approximately 103% of the $3.70 target EPS.2020. The Committee determined that, based on its discussion of our performance and that of our business units, markets and individuals, as well as the revenue and sales results of our business units, the amount to be awarded should be less than the Maximum Bonus Pool but generally equal to the aggregate target amount of our executive officers, with amounts of non-equity incentive compensation awards above target level to those executive officers whom the Committee felt had achieved superior performance during the year.year and less than target for those that did not. In the aggregate, the non-equity incentive compensation awards made to all executive officers by the Committee were approximately 108%98% of their aggregate target amount and 90%82% of the Maximum Bonus Pool. The aggregate amount of non-equity incentive compensation awarded to our executive officers was approximately 98%94% of the aggregate non-equity incentive compensation awards made to our executive officers in 2017.

2019. In December 2018,2020, the Committee received our CEO’s views on the 20182020 performance of the senior executives (other than himself) and their market or business units, as well as his recommendations for non-equity incentive compensation awards and stock option grants for the senior executives and their units. The Committee considered the 2018 pre-tax EPS of $3.81 as compared to the $3.70 target and discussed, among other things:

Based on these considerations and the CEO’s input, the Committee discussed and approved the aggregate amount of non-equity incentive compensation awards for each of our market units and the individual awards that were then made to executive officers. These awards took into account the Committee’s view of:

The Committee independently reviewed the performance of the CEO with primary consideration to our overall performance as well as his individual performance on strategic and non-financial achievements and discussed and 25

With respect to our named executive officers in the Summary Compensation Table, the annual non-equity incentive compensation award targets for 20182020 were $1,000,000$1,100,000 for Mr. West, $750,000$800,000 for Mr. McGonigle, $850,000$1,100,000 for Mr. Meyer, $650,000$800,000 for Mr. Hicke and $750,000$800,000 for Mr. Peterson. The awards to Messrs. West, McGonigle, Meyer, Hicke and Peterson were, approximately 110%, 113%, 127%, 108% andin each case, 100% of their respective target amounts.

In May 2018,18, 2020, Mr. Peterson received a grant of 50,000 options consistent with the Board and the Committee reviewed and approved the compensation package included in theterms of his employment agreement negotiated with Mr. Petersonwhen he was hired in connection with his hiring. As partMay 2018. The exercise price of the Board and Committee deliberations, each of the Board and the Committee approved the 300,000 options proposed to be grantedJune 18, 2020 option grant to Mr. Peterson, in three tranches: 200,000 on June 18, 2018, and 50,000 on June 18per the terms of each of 2019 and 2020, with the exercise price of such options beinghis employment agreement was the closing price of our common stock on the grant date and the vesting conditions of such options to beare the same as the vesting conditions attached to the options granted to our senior executive officers in December 2017. Per the terms of his employment agreement, this was the final grant of options that Mr. Peterson will receive pursuant to the terms of his employment agreement. In considering the options to be granted to Mr. Peterson pursuant to his employment agreement, the Board and the Committee reviewed the equity grants and compensation packages generally given to similarly situated executive officers hired by us and that mix of compensation elements that the Board and the Committee believed was necessary to be competitive with the other professional opportunities then available to Mr. Peterson.

At the December 20182020 meeting, the Committee considered the annual grant of options to each of our named executive officers. The Committee reaffirmed their belief that option grants with performance based vesting targets were a very effective way to align the interests of the executives with the interests of Shareholders.shareholders. However, in light of the benchmarking exercise undertaken by the Consultant and described in “Industry Benchmarking” above, the Committee will revisit the current composition of its equity compensation program at a later date. The Committee considered the options currently held by the executive officers, and their remaining terms and exercise prices.prices, the value of which the bench marking exercise described in “Industry Benchmarking” above had determined to be somewhat under the value of equity held by similarly situated executives at the comparison group of companies. The Committee also considered the number of options granted generally to key employees (including executive officers) as a percentage of the outstanding Shares and compared to the number of options granted in prior years. The Committee also considered the declinedecrease in our stock price during 20182020 and the decrease in the Black Scholes value of an option from $16.78$13.94 per share for the 20172019 grants to $13.04$13.53 per share for the 20182020 grants. After reviewing all such information, the Committee and the Board decided to issue options to our executive officers, as a group, in amounts greater relative amounts than those that had been awarded in 2019. In 2018,December 2020, the Committee awarded Mr. West a grant of 75,000 options (compared to the 20,000 options granted in December 2019), Mr. McGonigle a grant of 75,000 options (compared to the 30,000 options granted in December 2019), Mr. Meyer a grant of 100,000 options (compared to the 145,000 options granted in December 2019), Mr. Hicke a grant of 75,000 options (compared to the 40,000 options granted in December 2019), and Mr. Peterson a grant of 75,000 options (compared to the 20,000 options granted in December 2019). The number of 2020 options granted at the December 2020 meeting to our named executive officers was approximately 198% of the number granted to such officers in December 2019. 26

In 2021 Compensation Adjustments At its December 2018, the Committee awarded Mr. West a grant of 25,000 options (compared to 20,000 options granted in December 2017), Mr. Meyer a grant of 45,000 options (compared to the 25,000 options granted in December 2017), Mr. Hicke a grant of 35,000 options (compared to the 25,000 options granted in December 2017), Mr. Peterson a grant of 20,000 options and Mr. McGonigle a grant of 25,000 options (the same number granted in December 2017). The number of 2018 options granted at the December 2018 meeting to our named executive officers was approximately 150% of the number granted to such officers in December 2017.

During 2015, the Committee and the Board adopted a Stock Ownership Policy to be applicable to our directors and executive officers. Under this Policy, directors and executive officers are required to own our equity interests having a required value which is a multiple of their base compensation. The equity value may consist of the ownership of Shares of Common Stock or of vested and exercisable stock options (valued at the amount by which the market price of the underlying shares exceeds the exercise price of the option), provided that at least 50 percent of the required value is in the form of direct ownership of our Shares of Common Stock. The required value is equal to five times their annual cash retainer in the case of directors, six times his annual base salary in the case of the Chief Executive Officer and four times their annual base salary in the case of other executive officers. The Policy provides that the required value must behave been achieved for existing directors and executive officers not later thanby March 20192020, and for persons elected as directors or appointed as officers after the adoption of the Policy, not later than the fifth anniversary of such election or appointment. All of the directors and named executive officers are in compliance with this Policy.

Policy and all but two of the ten executive officers to whom the policy applies are in compliance. As per the terms our Stock Ownership Policy, those executive officers who are not in compliance with the policy may not sell more than 50% of the net shares they receive at the time of exercise after applicable taxes and the exercise price are withheld. Compensation Recoupment Policy

In early 2011, the Committee adopted a Compensation Recoupment Policy. This policy (also known as a “clawback” policy), permits the Board to recover certain cash incentive compensation or equity grants made to our executive officers and other members of our senior management committee if the person from whom the recoupment is sought engaged in fraud or intentional misconduct that caused the need to restate our financial statements and the result of the restatement would have been to reduce or delay the amount of the incentive compensation or the vesting of the equity grant. We believe that by providing us with the appropriate power to recover incentive compensation paid or equity grants made to an officer in this situation, we demonstrate our commitment to strong corporate governance. This clawback policy is in addition to any policies or recovery rights that are provided under applicable laws, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Compensation Consultant

The Committee has retained the firm of Semler Brossy as its independent consultant since 2012. During 2011,2020, the Committee considered the advisability of retaining a compensation consultant and, after conducting a search, the Committee retainedre-engaged Semler Brossy to assist the Committee with its responsibilities related to our executive compensation programs.programs, including the. Industry Benchmarking described above and advice on general industry trends for executive compensation in the asset management and fintech sectors. Semler Brossy provides no other services to us outside of its role as independent Committee advisor. During 2012 and continuing in 2013, as described in our Proxy Statement for our 2014 Annual Meeting, Semler Brossy conducted an assessment of senior management compensation, including development of a comparison group, and also provided advice concerning the executive compensation policies and practices in place in our industry as well as Compensation Committee best practices. During 2014 and 2015, Semler Brossy continued to provide advice to the Committee, particularly in connection with our adoption of the 2014 Omnibus Equity Compensation Plan and our Stock Ownership Policy, and revisions to the Directors Compensation Program (see “Director Compensation”).

Mr. Peterson, our General Counsel and one of our Executive Vice Presidents, entered into an employment agreement with us at the time he was hired in 2018 that provides for certain compensation and benefits that are in addition to those provided by us pursuant to those plans and arrangements available to our employees generally and those that are customarily (but not required to be) extended to those executive officers terminated without cause or in the event of their death or disability.

Mr. Peterson’s employment agreement provides that if he is terminated without cause prior to June 18, 2023, then in addition to those benefits generally provided by us to our employees pursuant to those plans and arrangements available to our executive officers generally and those that are customarily (but not required to be) extended to departing executive officers, Mr. Peterson will receive a lump sum cash severance payment equal to two times the sum of:

In addition to the foregoing cash severance payments, Mr. Peterson’s employment agreement provides that in addition to the benefits customarily (but not required to be) extended to departing executive officers, the following will occur with respect to the 300,000 options granted, or to be granted, to him in connection with his hiring as provided for in his employment agreement (the “Signing Options”):

Mr. Peterson’s employment agreement also provides that in the event of his death or disability, in addition to the benefits customarily (but not required to be) extended in the event of an executive officer’s death or disability, any of his then unvested Signing Options will vest as of the date of his death or disability.

Any options that may granted to Mr. Peterson that are not Signing Options are not subject to the accelerated vesting or extended exercise period provisions of Mr. Peterson’s employment agreement and would be treated in the same manner as have those options held by other departing executive officers.

As a condition to his employment, Mr. Peterson executed the same non-competition, non-solicitation and non-interference covenants that all of our employees currently are required to execute at the time they are hired.