Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On September 14, 2012, we elected Yuchun Lee to our board of directors
as a Class III Director whose current term will end at our annual meeting of
shareholders to be held in 2013. Our board has determined that Mr. Lee is an
independent director as that term is defined by the Securities and Exchange
Commission and The NASDAQ Stock Market, Inc.
Mr. Lee will participate in our non-employee director compensation program as
described on page 19 of our proxy statement for our annual meeting of
shareholders that was held on May 16, 2012 (filed with the Securities and
Exchange Commission on April 10, 2012). In accordance with the non-employee
director compensation program, on September 14, 2012, we granted Mr. Lee an
option to purchase 30,000 shares of our common stock at an exercise price of
$57.27.
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