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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information concerning our directors and executive officers required by this Item is incorporated by
reference from the information set forth in the sections entitled “Election of Directors”, “Code of Business
Conduct and Ethics”, “Executive Officers”, and “Section 16(a) Beneficial Ownership Reporting Compliance” in
our Proxy Statement for the 2010 Annual Stockholder Meeting.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this Item is incorporated by reference from the information set forth in the
sections entitled “Director Compensation,” “Executive Compensation,” “Compensation Committee Interlocks
and Insider Participation,” and “Compensation Committee Report” in our Proxy Statement for the 2010 Annual
Stockholder Meeting.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
The information concerning security ownership of certain beneficial owners that is required by this Item is
incorporated by reference from the information set forth in the section entitled “Common Stock Ownership of
Certain Beneficial Owners and Management” in our Proxy Statement for the 2010 Annual Stockholder Meeting.
Equity Compensation Plan Information
The following table provides information as of December 27, 2009 with respect to the shares of our
common stock that may be issued under our existing equity compensation plans.
Plan Category
Number of Securities to
be issued upon exercise
of outstanding options
and vesting of
outstanding RSU’s
Weighted-average
exercise price of
outstanding
options
Number of securities
remaining available for future
issuance under equity
compensation plans
Equity compensation plans approved by
security holders (1) ................... 25,911,198 $ 8.41 35,936,824(2)
Equity compensation plans not approved by
security holders (3) ................... 1,842,282 13.80 —
Balance at December 27, 2009 .......... 27,753,480 $ 8.80 35,936,824(4)
(1) Consists of the 1994 Incentive Stock Plan (the “1994 Plan”), the 1991 Employee Stock Purchase Plan (the
“1991 Plan”) and the 2008 Equity Plan (the “2008 Plan”).
(2) Includes 27,468,886 shares available for issuance in the 2008 Plan and 8,467,938 shares available for
issuance in the 1991 Plan.
(3) Consists of the 2001 Stock Option Plan (the “2001 Plan”), which was created to replace a number of stock
option plans assumed by us in connection with mergers and acquisitions we completed prior to 2001. The
number of options that may be granted under the 2001 Plan equals (i) the number of shares reserved under
the assumed stock option plans that were not subject to outstanding or exercised options plus (ii) the number
of options that were outstanding at the time the plans were assumed but that have subsequently been
cancelled plus (iii) 10 million shares that were added to the plan in 2003. Also includes Passave Inc. 2003
Israeli Option Plan (the “2003 Plan”) and the Passave, Inc 2005 U.S. Stock Incentive Plan (the “2005
Plan”), which were assumed through the Passave acquisition.
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