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Other Features of our Executive Compensation Program
In addition to direct compensation, we also provide executives with relatively minimal perquisites and
certain other benefits, including participation in certain post-employment compensation arrangements, which are
described in more detail below.
Perquisites
We provide our executive officers with minimal perquisites, consisting principally of a $5,000 annual
allowance for financial planning services. In addition, executives are entitled to various other benefits that are
available to all employees generally, including health and welfare benefits, paid holidays and other time off and
participation in our 2005 Employee Stock Purchase Plan, a stockholder-approved, tax-qualified plan that allows
employees to purchase a limited number of shares of our common stock at a discount.
Post-Employment Compensation
Retirement Benefits.
We provide retirement benefits to our executive officers and other eligible employees
under the terms of our tax-qualified 401(k) plan. Eligible employees may contribute up to 30% of their annual
cash compensation up to a maximum amount allowed by the Internal Revenue Code and are also eligible for
matching contributions. These matching contributions vest over a five-year service period. Our executive officers
participate in the 401(k) plan on substantially the same terms as our other participating employees. The 401(k)
plan and our matching contributions are designed to assist us in achieving our compensation objectives of
attracting and retaining talented individuals and ensuring that our compensation programs are competitive and
equitable. We do not maintain any defined benefit or supplemental retirement plans for our executive officers.
Deferred Compensation Opportunities.
Our executives and certain other key employees who are subject to
U.S. federal income taxes are eligible to participate in our Deferred Compensation Plan. Participants in the
Deferred Compensation Plan can elect to defer certain compensation without regard to the tax code limitations
applicable to tax-qualified plans. We did not make any company matching or discretionary contributions to the
plan on behalf of participants in fiscal 2013. The Deferred Compensation Plan is intended to promote retention
by providing employees with an opportunity to save for retirement in a tax-efficient manner. Please see the
"Fiscal 2013 Non-Qualified Deferred Compensation Table" and related narrative section, "Non-Qualified
Deferred Compensation Plan," on page 57 below for a more detailed description of our Deferred Compensation
Plan and the deferred compensation amounts that our executives have accumulated under the plan.
Severance and Change in Control Benefits.
Our executive officers are eligible to receive certain severance
and change in control benefits under various severance plans or agreements with us.
Our philosophy is that, outside of a change in control context, severance protections are only appropriate in
the event an executive is involuntarily terminated by us without "cause." In such circumstances, we provide
severance benefits to our executive officers under our Executive Severance Plan. Severance benefits in these
circumstances generally consist of two years' base salary, a pro-rata bonus for the bonus cycle in which the
termination occurs (assuming 100% achievement of performance targets), six months' accelerated vesting of
equity awards and certain continued health and welfare benefits.
We believe that the occurrence or potential occurrence of a change of control transaction will create
uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that
many change of control transactions result in significant organizational changes, particularly at the senior executive
level. In order to encourage executive officers to remain employed with us during an important time when their
prospects for continued employment following the transaction are often uncertain, we provide our executive officers
with additional severance protections under our Change of Control Severance Plan. We also provide severance
protections under the plan to help ensure that executive officers can objectively evaluate change in control
transactions that may be in the best interests of stockholders despite the potential negative consequences such
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