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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Restricted Stock Units | $ 0 | 02/22/2008 | A | 80,000 | (2) | (2) | Common Stock | 80,000 | $ 0 | 3,527,023 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RODGERS THURMAN J 198 CHAMPION COURT SAN JOSE, CA 95134 |
X | President & CEO |
Thurman J. Rodgers | 02/25/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This grant reflects a one time discretionary award granted to Mr. Rodgers under the Company's 1994 Stock Plan by the Company's Compensation Committee on February 20, 2008. All shares are fully vested. |
(2) | As reported in Form 4 dated 5/11/2007, Mr. Rodgers was granted 800,000 Performance RSUs that could result in 0 to 160,000 Performance RSUs being earned annually by Mr. Rodgers based on the company's achievement of performance milestones set annually by the Company's Compensation Committee. The amount reported on this Form 4 reflects the maximum amount that Mr. Rodgers is eligible to earn for 2008 on the achievement of a performance milestone related to the Company's Common Stock appreciation as compared to the SOXX Index. Mr. Rodgers is eligible to earn the remaining 80,000 Performance RSUs upon the achievement of another 2008 performance milestone set by the Company's Compensation Committee. If performance milestones set for a given annual period are not achieved, the targeted shares associated with that milestone are forfeited and are not able to be earned in a future period. |