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2011 FORM 10-K 2011 PROXY STATEMENT How to View Online: Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: |
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1. | ELECTION OF DIRECTORS: |
1a. | Philip T. Gianos |
||
1b. | Moshe N. Gavrielov |
||
1c. | John L. Doyle |
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1d. | Jerald G. Fishman |
||
1e. | William G. Howard, Jr. |
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1f. | J. Michael Patterson |
||
1g. | Albert A. Pimentel |
||
1h. | Marshall C. Turner |
||
1i. | Elizabeth W. Vanderslice |
2. | PROPOSAL TO APPROVE AN AMENDMENT TO
THE COMPANYS 1990 EMPLOYEE QUALIFIED
STOCK PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES RESERVED FOR ISSUANCE
THEREUNDER BY 2,000,000 SHARES. |
3. | PROPOSAL TO APPROVE AN AMENDMENT TO
THE COMPANYS 2007 EQUITY INCENTIVE
PLAN TO INCREASE THE NUMBER OF SHARES
RESERVED FOR ISSUANCE THEREUNDER BY
4,500,000 SHARES. |
4. | PROPOSAL TO APPROVE CERTAIN
PROVISIONS OF THE COMPANYS
2007 EQUITY INCENTIVE PLAN FOR PURPOSES OF
COMPLYING WITH SECTION 162(M) OF
THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED. |
5. | PROPOSAL TO APPROVE, ON AN
ADVISORY BASIS, THE COMPENSATION OF
THE COMPANYS NAMED EXECUTIVE
OFFICERS. |
6. | PROPOSAL TO RECOMMEND, ON AN
ADVISORY BASIS, THE FREQUENCY OF
VOTES ON EXECUTIVE COMPENSATION. |
7. | PROPOSAL TO RATIFY THE APPOINTMENT
OF ERNST & YOUNG LLP AS THE
COMPANYS EXTERNAL AUDITORS FOR
FISCAL 2012. |