Compensation Plan. We also permit non-employee directors to defer payment of any RSUs awarded under our Non-Employee Director Restricted Stock Unit Grant Program beyond the vesting date of the award. Restricted stock units and other amounts deferred in cash by a director are generally credited and payable in the same manner as amounts deferred by our executive officers and other participants in our Deferred Compensation Plan as further described below under "Fiscal 2013 Non-Qualified Deferred Compensation Table" beginning on page 57. Designated Directors on the same basis that we compensate other non-employee directors. For each of the Hitachi Designated Directors, Hitachi received an initial payment of $260,959, which is reported in the "Director Compensation Table for Fiscal 2013" above. For each year of service commencing with our 2013 Annual Meeting of Stockholders, Hitachi will be entitled to a cash payment with respect to each continuing Hitachi Designated Director equal to the base annual retainer otherwise payable to one of our other non-employee directors pursuant to our non-employee director compensation policy then in effect (which is summarized above). Hitachi also will be entitled to an additional cash payment(s) determined by reference to the grants of RSUs the Hitachi Designated Directors would have been granted had such Hitachi Designated Directors participated in our Non-Employee Director Restricted Stock Unit Grant Program under our 2004 Performance Incentive Plan. Such cash payment(s) will be payable to Hitachi within ten (10) days after the date on which such hypothetical RSUs would have vested had such units actually been granted to the Hitachi Designated Directors under the terms of the program, and will be calculated based on the number of units that would have vested multiplied by the closing price of a share of our common stock on the vesting date. Hitachi will not be entitled to any cash payment with respect to any hypothetical RSUs for which the applicable vesting conditions would not have been satisfied by the applicable Hitachi Designated Director. As indicated above, the Hitachi Designated Directors are not entitled to any compensation from us for their service on our Board of Directors but are entitled to the same travel and expense reimbursement as our other non-employee directors. employed by the company in the same position as before the review). As a non-executive officer, Mr. Murphy's base salary and short-term bonus payouts for fiscal 2013 were determined by Mr. Leyden, to whom Mr. Murphy reports. Under Securities and Exchange Commission rules, however, Mr. Murphy, as well as the other individuals listed above, are considered our "named executive officers" for fiscal 2013 and are listed in the "Fiscal Years 2011 -- 2013 Summary Compensation Table" below. |