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ADVISORY VOTE ON EXECUTIVE COMPENSATION
(PROPOSAL 2)
Section 14A of the Exchange Act implements requirements of the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010 and enables our stockholders to vote to approve, on an advisory (non-binding)
basis, the compensation of our Named Executive Officers (sometimes referred to as "say on pay"). At our 2011
annual meeting of stockholders, stockholders voted on a non-binding proposal to advise on whether the advisory
vote on executive compensation should occur every one, two or three years. As a majority of our stockholders
(58%) voted in favor of an annual advisory vote, the Board decided to annually provide stockholders with an
advisory vote on the compensation of our Named Executive Officers. Accordingly, the Company is providing
stockholders with its annual advisory vote on executive compensation. We are asking stockholders to indicate
their support for our Named Executive Officers compensation as described in this proxy statement by voting
"FOR" the following resolution:
"Resolved, that the stockholders approve, on an advisory basis, the compensation of the Company's Named
Executive Officers as disclosed in the Compensation Discussion and Analysis, the accompanying
compensation tables, and the related narrative disclosure in the Company's proxy statement for the 2012
Annual Meeting."
This vote is nonbinding. The Board and the Compensation Committee expect to take into account the
outcome of the vote when considering future executive compensation decisions to the extent they can determine
the cause or causes of any significant negative voting results.
As described in detail under "Compensation Discussion and Analysis," our compensation programs are
designed to motivate our executives to create a successful company. Equity compensation in the form of
restricted stock units and stock appreciation rights that are subject to further time-based vesting is the largest
component of executive compensation. We believe that our compensation program, with its balance of short-term
incentives (including cash bonus awards) and long-term incentives (including equity awards) reward sustained
performance that is aligned with long-term stockholder interests. Stockholders are encouraged to read the
Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative
disclosure.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND
ANALYSIS, THE ACCOMPANYING COMPENSATION TABLES, AND THE RELATED NARRATIVE
DISCLOSURE.
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