amendment will be required only to the extent then required by applicable law, to the extent required under
Sections 162, 422 or 424 of the U.S. Internal Revenue Code to preserve the intended tax consequences of the
plan, or to the extent the amendment constitutes a "material revision" of the plan within the meaning of
applicable listing rules. Stockholder approval will be required for any amendment that proposes to increase the
maximum number of shares that may be delivered with respect to awards granted under the 2004 Performance
Incentive Plan or to increase any other share limit set forth in the plan. (Adjustments as a result of stock splits or
similar events will not, however, be considered an amendment requiring stockholder approval.) The 2004
Performance Incentive Plan is currently scheduled to expire on September 20, 2014. If stockholders approve this
proposal, the expiration date of the plan will be extended to August 6, 2022. Outstanding awards, as well as the
Administrator's authority with respect thereto, generally will continue following the expiration or termination of
the plan. Generally speaking, outstanding awards may be amended by the Administrator (except for a repricing),
but the consent of the award holder is required if the amendment (or any plan amendment) materially and
adversely affects the holder.
applicable to the 2004 Performance Incentive Plan. This summary is not intended to be exhaustive and, among
other considerations, does not describe state, local, or international tax consequences.
of the shares at the time of exercise. With respect to incentive stock options, we are generally not entitled to a
deduction nor does the participant recognize income at the time of exercise, although the participant may be
subject to the U.S. federal alternative minimum tax.
substantially the same manner as nonqualified stock options; nontransferable restricted stock subject to a
substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the
price paid (if any) only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of
the date of grant); bonuses, cash and stock-based performance awards, dividend equivalents, stock units, and
other types of awards are generally subject to tax at the time of payment; and compensation otherwise effectively
deferred is taxed when paid. In each of the foregoing cases, we will generally have a corresponding deduction at
the time the participant recognizes income.
portion of the compensation attributable to the acceleration ("parachute payments") if it exceeds certain threshold
limits under the U.S. Internal Revenue Code (and certain related excise taxes may be triggered). Furthermore, the
aggregate compensation in excess of $1,000,000 attributable to awards that are not "performance-based" within
the meaning of Section 162(m) of the U.S. Internal Revenue Code may not be permitted to be deducted by us in
certain circumstances.
to be received by or allocated to eligible persons in the future under the 2004 Performance Incentive Plan cannot
be determined at this time. If the amendments reflected in this 2004 Performance Incentive Plan proposal had
been in effect in fiscal 2012, we expect that award grants for fiscal 2012 would not have been substantially
different from those actually made in that year under the 2004 Performance Incentive Plan.