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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROTH W RICHARD 374 W. SANTA CLARA STREET SAN JOSE, CA 95113 |
X | President & CEO | ||
| /s/ Suzy Papazian Attorney-in-Fact for W. Richard Roth | 04/30/2008 | |
| **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) | Represents 7,000 performance-based restricted stock units granted to the reporting person on January 30, 2008 under the Issuer's amended and restated Long-Term Incentive Plan (the "Plan"). Such award was subject to shareholder approval of the Plan, which was obtained on April 30, 2008. Each unit will entitle the reporting person to receive one share of the Issuer's Common Stock when that unit vests. If the performance objective tied to the Issuer's total shareholder return measured over the three-year period beginning January 1, 2008 is attained and the reporting person continues in the Issuer's employ through the end of that period, the 7,000 underlying shares of Common Stock will be issued to the reporting person in January 2011. |
| (2) | Such units will automatically convert into service-vesting units upon certain changes in control prior to the completion of the performance period. The performance or service vesting requirements may not be applicable, and the restricted stock units may vest without the satisfaction of those performance and/or service vesting requirements under certain prescribed circumstances. This grant does not include dividend equivalent rights. |
| (3) | Includes 14,549 shares of Common Stock, 46,667 shares underlying restricted stock units and 94,629 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed and actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer). |