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Dear Stockholder:
We cordially invite you to attend our Annual Meeting of Stockholders to be held at 3333 Michelson Drive,
Irvine, California 92612 on Thursday, November 8, 2012 at 8:00 a.m., local time. Our Board of Directors and
management look forward to welcoming you there.
We are holding the Annual Meeting for the following purposes:
1. To elect twelve directors to serve until our next annual meeting of stockholders and until their
successors are duly elected and qualified;
2. To approve an amendment and restatement of our 2004 Performance Incentive Plan that would,
among other things, increase by 11,500,000 the number of shares of our common stock available for
issuance under the plan;
3. To approve an amendment and restatement of our 2005 Employee Stock Purchase Plan that would,
among other things, increase by 8,000,000 the number of shares of our common stock available for issuance
under the plan;
4. To approve on an advisory basis the named executive officer compensation in this Proxy Statement;
5. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for
the fiscal year ending June 28, 2013; and
6. To transact such other business as may properly come before the Annual Meeting or any
postponement or adjournment of the meeting.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE:
"FOR" ELECTION OF EACH OF THE TWELVE DIRECTOR NOMINEES NAMED IN
PROPOSAL 1,
"FOR" PROPOSAL 2 TO APPROVE AN AMENDMENT AND RESTATEMENT OF OUR 2004
PERFORMANCE INCENTIVE PLAN,
"FOR" PROPOSAL 3 TO APPROVE AN AMENDMENT AND RESTATEMENT OF OUR 2005
EMPLOYEE STOCK PURCHASE PLAN,
"FOR" PROPOSAL 4 TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS, AND
"FOR" PROPOSAL 5 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
Whether or not you are able to attend the meeting, it is important that your shares be represented, no matter
how many shares you own. You may submit your proxy over the Internet or (if you receive a printed copy of the
proxy materials) by telephone or by marking, signing, dating and mailing a proxy or voting instruction form in
the pre-addressed return envelope provided. We urge you to promptly submit your proxy or voting instructions in
order to ensure your representation and the presence of a quorum at the Annual Meeting.
On behalf of the Board of Directors, thank you for your continued support.
T
HOMAS
E. P
ARDUN
J
OHN
F. C
OYNE
Chairman of the Board
Chief Executive Officer
September 27, 2012