2008 Annual Report


2008 Annual Report

		Page

COVER TABLE OF CONTENTS Item 1 Business Item 1A Risk Factors Item 1B Unresolved Staff Comments Item 2 Properties Item 3 Legal Proceedings Item 4 Submission of Matters to a Vote of Security Holders Item 5 Market for Registrant's Common Equity Related Stockholder Matters and Issuer Purchases Equity Compensation Plan Information Item 6 Selected Consolidated Financial Data Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A Quantitative and Qualitative Disclosures About Market Risk Item 8 Financial Statements and Supplementary Data Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures Item 9A Controls and Procedures Item 9B Other Information Item 10 Directors Executive Officers and Corporate Governance Item 11 Executive Compensation Item 12 Security Ownership of Certain Beneficial Owners and Management Item 13 Certain Relationships and Related Transactions and Director Independence Item 14 Principal Accountant Fees and Services Item 15 Exhibits and Financial Statement Schedules PROXY TABLE OF CONTENTS General Important Notice Regarding the Availability of Proxy Materials Delivery of Voting Materials Record Date and Shares Outstanding Voting How Your Proxy Will Be Voted Revoking Your Proxy Solicitation of Proxies Voting Results Determination of Independence Board Meetings Board Committees Audit Committee Compensation Committee Compensation Committee Interlocks and Insider Participation Nominating and Corporate Governance Committee Stockholder Communications with Board of Directors Directors' Attendance at Our Annual Meetings Submission of Stockholder Proposal for the 2010 Annual Meeting Related Persons Transactions Policy and Procedures Certain Relationships and Related Person Transactions Arrangements with Cypress Semiconductor Corporation 2008 Director Compensation Table Director Cash Compensation Director Equity Awards Executive Summary Named Executive Officers General Philosophy and Objectives Benchmarking Compensation Components Employment Agreements and Severance Arrangements Section 162 (m) Treatment Regarding Performance Based Equity Awards Indemnification of Officers and Directors Other Disclosures Compensation of Named Executive Officers 2008 Summary Compensation Table 2008 Grants of Plan-Based Awards Table Non-Equity Incentive Plan Compensation Estimated Future Payouts Under Non-Equity Incentive Plan Awards Table 2008 Total Non-Equity Incentive Plan Compensation Table Equity Incentive Plan Compensation Employment Agreements and Potential Payments Upon Termination or Change of Control Termination Payments Table Outstanding Equity Awards At 2008 Fiscal Year-End Table 2008 Option Exercises and Stock Vested Table Section 16(a) Beneficial Ownership Reporting Compliance INFORMATION CONCERNING SOLICITATION AND VOTING PROPOSAL ONE RE-ELECTION OF CLASS I DIRECTORS BOARD STRUCTURE CORPORATE GOVERNANCE AUDIT COMMITTEE REPORT COMPENSATION COMMITTEE REPORT DIRECTOR COMPENSATION EXECUTIVE OFFICERS COMPENSATION DISCUSSION AND ANALYSIS EXECUTIVE COMPENSATION PROPOSAL TWO RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS