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price of the shares, or (2) the gain on the sale of the shares. Any portion of the participant's gain on the sale of
the shares not taxed as ordinary income will be taxed as long-term capital gain. If the participant holds the shares
for the Required Holding Period and then sells the shares at a price less than the purchase price paid for the
shares, the loss on the sale will be treated as a long-term capital loss to the participant. The company will not be
entitled to a tax deduction with respect to any shares held by the participant for the Required Holding Period,
regardless of whether the shares are eventually sold at a gain or a loss.
The participant has a "Disqualifying Disposition" if the participant disposes of the shares before the
participant has held the shares for the Required Holding Period. If the participant sells the shares in a
Disqualifying Disposition, the participant will realize ordinary income in an amount equal to the difference
between the fair market value of the shares on the Exercise Date on which the participant acquired the shares and
the purchase price paid for the shares, and the company generally will be entitled to a corresponding tax
deduction. In addition, if the participant makes a Disqualifying Disposition of the shares at a price in excess of
the fair market value of the shares on the Exercise Date, the participant will realize capital gain in an amount
equal to the difference between the selling price of the shares and the fair market value of the shares on the
Exercise Date. Alternatively, if the participant makes a Disqualifying Disposition of the shares at a price less
than the fair market value of the shares on the Exercise Date, the participant will realize a capital loss in an
amount equal to the difference between the fair market value of the shares on the Exercise Date and the selling
price of the shares. The company will not be entitled to a tax deduction with respect to any capital gain realized
by the participant.
Specific Benefits
The benefits that will be received by or allocated to eligible employees under the ESPP cannot be
determined at this time because the amount of contributions set aside to purchase shares of the company's
common stock under the ESPP (subject to the limitations discussed above) is entirely within the discretion of
each participant. If the share increase reflected in this ESPP proposal had been in effect in fiscal 2012, we do not
expect that the number of shares purchased by participants in the plan during fiscal 2012 would have been
materially different than the number of shares purchased as set forth in the table below.
The closing price of a share of the company's common stock as of September 17, 2012 was $39.48 per
share.
Aggregate Past Purchases Under the 2005 Employee Stock Purchase Plan
As of September 17, 2012, 11,045,666 shares of the company's common stock had been purchased under
the ESPP. The following number of shares has been purchased by the persons and groups identified below:
Name and Position
Aggregate
Number of Shares
Purchased Under
the Plan in
Fiscal 2012
Aggregate
Number of Shares
Purchased
Under the Plan
in All Completed
Purchase Periods
Named Executive Officers:
John F. Coyne . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
860
10,066
Wolfgang U. Nickl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
967
11,751
Stephen D. Milligan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
1,851
Timothy M. Leyden . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
636
8,216
James J. Murphy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,007
12,092
Total for All Named Executive Officers (5 Persons): . . . . . . . . . . . . . . . . .
3,470
43,976
Non-Executive Director Group (11 Persons): . . . . . . . . . . . . . . . . . . . . . . .
0
0
Each other person who has received 5% or more of the options,
warrants or rights under the ESPP . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
All employees, including all current officers who are not executive
officers or directors, as a group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,512,751
11,001,690
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,516,221
11,045,666
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