On February 22, 2013, the Compensation Committee (the "Committee") of the Board of Directors of GameStop Corp. (the "Company") set the annual compensation opportunities for the Company's fiscal year ending February 1, 2014 ("fiscal 2013") of Daniel A. DeMatteo, Executive Chairman, J. Paul Raines, Chief Executive Officer, Tony D. Bartel, President, Robert A. Lloyd, Executive Vice President and Chief Financial Officer, and Michael K. Mauler, Executive Vice President of GameStop International.

                                        Estimated
                            2013 Target Grant Date
                              Annual    Fair Value
                             Incentive   of 2013    2013 Total
                            Opportunity Long-term     Direct
Name and         2013 Base  (% of Base  Incentive  Compensation
Position           Salary     Salary)     Awards    at Target
Daniel A.          $900,000        150% $2,500,000   $4,750,000
DeMatteo
Executive
Chairman
J. Paul Raines   $1,060,000        200% $4,000,000   $7,180,000
Chief Executive
Officer
Tony D. Bartel     $830,000        100% $2,400,000   $4,060,000
President
Robert A. Lloyd    $636,000        100% $1,680,000   $2,952,000
Executive Vice
President &
Chief Financial
Officer
Michael K.         $530,000        100% $1,200,000   $2,260,000
Mauler
Executive Vice
President
GameStop
International

Fiscal 2013 Base Salaries

The fiscal 2013 compensation approved by the Committee reflects the following adjustments to base salaries:

                                                     Increase /
Name and Position  2012 Base Salary 2013 Base Salary (Decrease)
Daniel A. DeMatteo         $900,000         $900,000          $0
Executive Chairman
J. Paul Raines           $1,030,000       $1,060,000     $30,000
Chief Executive
Officer
Tony D. Bartel             $806,000         $830,000     $24,000
President
Robert A. Lloyd            $600,000         $636,000     $36,000
Executive Vice
President & Chief
Financial Officer
Michael K. Mauler          $500,000         $530,000     $30,000
Executive Vice
President
GameStop
International

Fiscal 2013 Performance Bonus Criteria

For fiscal 2013 annual incentives, the Committee approved performance criteria based on operating earnings, with payouts based on a percentage of annual salary as set forth above. Bonuses may also be earned in greater or lesser percentages if performance is above or below target levels. The Committee changed the target annual incentive opportunity of Daniel A. DeMatteo from 200% of annual salary to 150% of annual salary to reflect his reduced role as the Executive Chairman of the Company. The Committee made no changes to the target annual incentive opportunities (as a percentage of base salary) for J. Paul Raines, Tony D. Bartel, Robert A. Lloyd, or Michael K. Mauler.

Fiscal 2013 Long-term Incentive Awards

The aforementioned fiscal 2013 long-term incentive opportunities approved by the Committee were awarded in the form of restricted shares and stock options. The Committee believes this structure helps to align the interests of our executive officers with the interests of the Company's shareholders.

Approximately one-half of the value of the fiscal 2013 awards are restricted stock grants subject to vesting both on the basis of continued service and the achievement of defined performance goals ("Performance Grants"), with awards to be earned in a greater or lesser amount if performance is above or below target. Approximately twenty-five percent of the value of the fiscal 2013 awards are restricted stock grants subject to vesting based on continued service with a performance condition to achieve tax deductibility under Internal Revenue Code
Section 162(m), and the remaining approximately twenty-five percent of the value of the fiscal 2013 awards are stock option grants subject to vesting solely on the basis of continued service (collectively, the "Time-Vested Grants"). Specifically, the Committee approved the following grants to the above-listed executive officers:

2013 Long-term Incentive Awards - Stock-Denominated Grants


                                                          Restricted
                 Time-Vested                                 Stock    Total Target
                    Stock    Time-Vested Restricted Stock Performance    Value
                   Option    Restricted    Performance       Grant        (5)
Name and            Grant    Stock Grant   Grant - EPS      - ROIC
Position             (1)         (2)            (3)           (4)
Daniel A.             87,930      25,200           25,200      25,200   $2,500,000
DeMatteo
Executive
Chairman
J. Paul Raines       140,670      40,320           40,320      40,320   $4,000,000
Chief Executive
Officer
Tony D. Bartel        84,390      24,180           24,180      24,180   $2,400,000
President
Robert A. Lloyd       59,100      16,950           16,950      16,950   $1,680,000
Executive Vice
President &
Chief Financial
Officer
Michael K.            42,210      12,090           12,090      12,090   $1,200,000
Mauler
Executive Vice
President
GameStop
International

(1) Options for Class A Common Stock, vesting in equal annual installments on February 22nd of each of the years 2014 through 2016, with an exercise price of $24.82.

(2) Restricted Shares of Class A Common Stock, subject to a performance condition tied to net income with such target to be measured following the completion of fiscal 2013 in order to achieve tax deductibility under Internal Revenue Code Section 162(m). The earned shares will vest in equal annual installments on February 22nd of each of the years 2014 through 2016.

(3) Restricted Shares of Class A Common Stock, subject to a performance target tied to earnings per share with such target to be measured following the completion of fiscal 2013. The earned shares will vest in equal annual installments on February 22nd of each of the years 2014 through 2016.

(4) Restricted Shares of Class A Common Stock, subject to a three-year performance target tied to return on invested capital to be measured following the completion of the three-year period ended January 30, 2016. The earned shares will vest immediately on February 22, 2016.

(5) The value of stock denominated awards is based on a stock price of approximately $24.82 per share of Class A Common Stock, the closing price of the Company's Class A Common Stock on February 22, 2013.