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PROPOSAL 3: APPROVAL OF AN AMENDMENT OT THE 2000 EMPLOYEE STOCK PURCHASE PLAN
The 2000 Employee Stock Purchase Plan (the "Purchase Plan), which initially was approved by the stockholders
on July 27, 2000, provides our employees with a convenient means of purchasing equity in the Company through
payroll deductions. It also provides an incentive for continued employment. Since its adoption, 18,300,000 shares
of common stock have been reserved for issuance under the Purchase Plan. The Purchase Plan is intended to
qualify as a "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as
amended, for participants residing in the United States. For more information regarding the Purchase Plan, please
read the summary of its material terms, as proposed to be amended, included as Appendix B of this Proxy
Statement, and full text of the Purchase Plan, as proposed to be amended, filed with the SEC on or about June 14,
2013.
The following table presents information since the beginning of fiscal 2012 relating to the aggregate number of
shares purchased under the Purchase Plan, as well as the number of employees who have participated in the
Purchase Plan:
Shares Purchased
Pursuant to the
Purchase Plan
No. of
Employees
Participating
as of the Last
Purchase Date
in Fiscal Year
Fiscal 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,387,941
3,863
Fiscal 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,966,938
3,271
Fiscal 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1)
4,007
(2)
(1)
Fiscal 2014 purchases under the 2000 Purchase Plan will be made in August 2013 and February 2014.
(2)
Represents estimated number of participants in the 2000 Purchase Plan as of May 20, 2013. Participants have
the right to withdraw from the 2000 Purchase Plan at any time prior to a purchase date. The number of
participants may increase or decrease prior to February 2014, the last purchase date in fiscal 2014.
We are proposing an amendment to the 2000 Employee Stock Purchase Plan that would:
Increase the number of shares authorized under the Purchase Plan by 7,000,000 shares to a total of
25,300,000 shares.
The proposed amendment would increase the number of shares authorized under the Purchase Plan by
7,000,000 to a total of 25,300,000, an amount that we expect will continue to permit all current and potential
future employees to fully participate in the Purchase Plan through fiscal 2015. Accordingly, the proposal to
increase the number of shares authorized under the Purchase Plan by 7,000,000 was determined based on the
assumption that employee participation in the Purchase Plan and the number of shares purchased will remain
consistent with historical levels noted in the table above. In addition, we determined the dilutive impact to
stockholders of this share request of approximately 2.3% of fiscal 2013 weighted average common shares
outstanding was within a reasonable range given the important role of the Purchase Plan to incentivize our
employees and to encourage equity ownership, which serves to align their interests with our stockholders. If
this share amount is approved by the stockholders, we do not anticipate asking stockholders to approve another
share increase for the Purchase Plan until the 2015 Annual Meeting of Stockholders.
Required Vote and Board of Directors' Recommendation
Approval of this proposal requires the affirmative vote of a majority of the voting shares present at the meeting in
person or by proxy and voting for or against the proposal.
The Board recommends a vote FOR the proposed amendment to the 2000 Employee Stock Purchase Plan.
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