£
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Preliminary
Proxy Statement
|
£ |
Confidential, For Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
|
£
|
Definitive
Proxy Statement
|
R
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Definitive
Additional Materials
|
£
|
Soliciting
Material Pursuant to §240.14a-12
|
R
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No
fee required.
|
£
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
(1)
|
Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
|
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how
it was determined):
|
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(4)
|
Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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(1)
|
Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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·
|
Severance
Agreements Proposal on the ballot again this
year
|
·
|
Board
takes issue of executive compensation and severance payments very
seriously
|
o
|
March
2008—Board approved additional limitations on excise tax gross-ups under
Change in Control Plan
|
§
|
Right
to tax gross-ups ends five years after becoming eligible for
plan
|
§
|
Board
believes gross-ups are valuable but have diminishing utility over
time
|
§
|
Participant
may waive right to excise tax
gross-up
|
§
|
Mike
Ullman has elected not to receive any excise tax gross-up under the
plan
|
·
|
Company
encouraging stockholders to vote against the
proposal
|
o
|
Believe
that Compensation Committee is in best position to evaluate
appropriateness of compensation programs and
practices
|
o
|
Proposal
would unduly hinder Company’s ability to recruit and retain qualified
executives
|
o
|
Severance
arrangements intended to diminish distraction caused by threatened or
pending change in control
transaction
|
·
|
Nine
director nominees up for election this year, including two new
directors
|
·
|
Board
consists of majority of independent
directors
|
·
|
This
is an outstanding group of directors who are passionate about the success
of the Company and increasing stockholder
value
|
·
|
Board
has demonstrated responsiveness to stockholder
concerns
|
o
|
Adoption
of majority vote standard (March
2008)
|
o
|
Declassification
of Board (May 2006)
|
·
|
Believe
that stockholders should consider entirety of director service, not single
issue, in making decision
|
·
|
Current
Board has breadth of experience and deep understanding of the Company and
its strategic objectives—would be mistake to lose
that
|