X0306 4 2013-01-31 1 0001040570 GeoEye, Inc. GEOY 0001566217 FRAZIER LEON ANTHONY 2325 DULLES CORNER BLVD. SUITE 1000 HERNDON VA 20171 0 1 0 0 SVP, Marketing Common Stock 2013-01-31 4 D 0 7041 D 0 D Employee Stock Option (Right to Buy) 42.87 2013-01-31 4 D 0 22500 D 2020-12-13 Common Stock 22500 0 D Employee Stock Option (Right to Buy) 41.30 2013-01-31 4 D 0 3842 D 2019-03-08 Common Stock 3842 0 D Employee Stock Option (Right to Buy) 22.48 2013-01-31 4 D 0 6686 D 2022-04-18 Common Stock 6686 0 D Restricted Stock Unit 0.00 2013-01-31 4 D 0 1579 D 2013-03-15 2013-03-15 Common Stock 1579 0 D Performance Stock Unit 0.00 2013-01-31 4 D 0 2065 D 2014-03-14 2015-03-14 Common Stock 2065 0 D Pursuant to the terms of an Agreement and Plan of Merger, dated as of July 22, 2012, as amended ("Merger"), between DigitalGlobe, Inc. ("DigitalGlobe"), GeoEye, Inc., and the parties named therein, Issuer common stockholders had the right to elect to receive consideration of either: (i) 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash, (ii) 100% of the consideration in cash ($20.27) or (iii) 100% of the consideration in stock (1.425 shares of DigitalGlobe common stock), for each share of Issuer common stock they own, with the amount of cash and stock subject to proration as set forth in the merger agreement. Assumes that the shares of Issuer common stock owned by the Reporting Person were exchanged for 1.425 shares of DigitalGlobe common stock upon consummation of the merger. This option, which provided for vesting in four equal annual installments beginning December 13, 2011, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 32,062 shares of DigitalGlobe common stock for $30.08. This option, which provided for vesting in four equal annual installments beginning March 8, 2012, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 5,474 shares of DigitalGlobe common stock for $28.98. This option, which provided for vesting in four equal annual installments beginning April 18, 2013, was assumed by DigitalGlobe in the Merger and replaced with an option to acquire up to 9,527 shares of DigitalGlobe common stock for $15.78. The Restricted Stock Unit ("RSU") was granted under the Issuer's 2010 Omnibus Incentive Plan and will vest on March 8, 2013. The RSU will vest at 143% based on the achievement of certain financial performance criteria for fiscal years ending December 31, 2011 and 2012. The Reporting Person will acquire the right to receive 2,567 shares of DigitalGlobe common stock, after taking into effect the conversion of the RSU at the mixed consideration rate of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash. Each RSU and PSU represents the contingent right to receive one share of DigitalGlobe common stock. The Performance Stock Unit ("PSU"), which is scheduled to vest, if at all, based upon the achievement of certain financial performance criteria for fiscal years ending December 31, 2012 and 2013. If the performance criteria is met, no less than 20% and no more than 200% of the target amount of the award will vest on March 14, 2014. This PSU was assumed by DigitalGlobe in the Merger and replaced with a PSU to acquire up to 2,347 shares of DigitalGlobe common stock, after taking into effect the conversion of the PSU at the mixed consideration rate of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash. /s/ Kathleen Guerere, attorney-in-fact 2013-02-04