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(3) Amounts presented in the table above include the target number of performance stock units granted or
outstanding, as applicable, under the 2004 Performance Incentive Plan.
Mr. Coyne and each of the non-employee directors identified above is a nominee for re-election as a director
at the 2012 Annual Meeting.
Vote Required and Recommendation of the Board of Directors
The affirmative vote of a majority of the shares of our common stock represented in person or by proxy at
the Annual Meeting and entitled to vote on the proposal is required for approval of the amendment and
restatement of the 2004 Performance Incentive Plan.
The Board of Directors believes that the proposed amendment and restatement of the 2004 Performance
Incentive Plan will promote the interests of the company and its stockholders and will help the company and its
subsidiaries continue to be able to attract, retain and reward persons important to our success.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
PROPOSAL 2 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE 2004
PERFORMANCE INCENTIVE PLAN AS DESCRIBED ABOVE.
All members of the Board of Directors and all of our executive officers are eligible for awards under the
2004 Performance Incentive Plan and thus have a personal interest in the approval of the amendment and
restatement of the 2004 Performance Incentive Plan.
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