2009 Proxy


2009 Proxy

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TABLE OF CONTENTS PROXY STATEMENT QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR 2009 ANNUAL MEETING OF STOCKHOLDERS PROPOSAL NO.1 ELECTION OF DIRECTORS CORPORATE GOVERNANCE PROPOSAL NO. 2 APPROVAL OF AMENDMENTS TO THE AMENDED AND RESTATED 1995 STOCK PLAN PROPOSAL NO.3 APPROVAL OF AMENDMENTS TO THE AMENDED AND RESTATED 1996 EMPLOYEE STOCK PURCHASE PLAN PROPOSAL NO.4 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PROPOSAL NO.5 STOCKHOLDER PROPOSAL INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE EQUITY COMPENSATION PLAN INFORMATION OUR EXECUTIVE OFFICERS EXECUTIVE OFFICER COMPENSATION AND OTHER MATTERS AUDIT COMMITTEE REPORT FEES FOR SERVICES RENDERED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM RELATED PARTY TRANSACTION POLICY LEGAL PROCEEDINGS NO INCORPORATION BY REFERENCE OTHER MATTERS