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of shares are eligible to become earned and payable based on milestones to be established by the Compensation
Committee for fiscal 2013, and 50% of the target number of shares are eligible to become earned and payable
based on milestones to be established by the Compensation Committee for fiscal 2014. The actual number of
shares of our common stock that may become earned and payable for each such fiscal year will range from 0% to
200% of the target number of shares based on the level of achievement of the milestones. The target number of
performance stock units subject to the award are credited to a bookkeeping account that we have established on
behalf of each executive officer.
Our named executive officers are not entitled to voting rights with respect to their performance stock units.
However, if we pay an ordinary cash dividend on our outstanding shares of common stock, the named executive
officer will have the right to receive a dividend equivalent with respect to any unpaid performance stock units
(whether vested or not) held as of the record date for the dividend payment. A dividend equivalent is a credit to
the named executive officer's bookkeeping account of an additional number of performance stock units equal to
(i) the per-share cash dividend, multiplied by (ii) the number of performance stock units held by the named
executive officer as of the record date of the dividend payment, divided by (iii) the per-share closing market price
of our common stock on the date the dividend is paid. Dividend equivalents will be subject to the same vesting,
payment and other terms and conditions as the original performance stock units to which they relate (except that
dividend equivalents may be paid in cash based on the closing market price of a share of our common stock on
the date of payment).
Additional information regarding the vesting acceleration provisions applicable to equity awards granted to
our named executive officers is included below under the heading "Potential Payments upon Termination or
Change in Control."
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