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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 | ||||||||
Incentive Stock Option (right to buy) | $ 46.31 | 04/26/2005 | A | 2,159 | 04/26/2006(1) | 04/26/2012 | Common Stock | 2,159 | $ 0 | 2,159 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 46.31 | 04/26/2005 | A | 7,841 | 04/26/2006(1) | 04/26/2012 | Common Stock | 7,841 | $ 0 | 7,841 | D | ||||
Restricted Stock Unit | $ 0 | 04/26/2005 | A | 5,250 | 12/01/2006(2) | 12/01/2007 | Common Stock | 5,250 | $ 0 | 5,250 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ward Pierce Lynda 3003 TASMAN DRIVE SANTA CLARA, CA 95054 |
Head of HR | Head of HR |
By: Lisa Bertolet as attorney in fact For: Lynda Ward Pierce | 04/28/2005 | |
**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) | Stock options were granted to the reporting person. Vesting will occur annually from the date of grant over 4 years with 25% vesting each year. |
(2) | The reporting person was granted restricted stock units (RSUs) which are subject to performance-based vesting. The RSUs are effective as of 4/26/05, and will vest on 12/1/06, based on the level of return on average equity (ROE) achieved by the Company at December 31, 2005 as follows: (i) if less than 90% of target, nonewill vest; (ii) if 90% but less than 100% of target 1,750 will vest; (iii) if 100% but less than 110% of target 3,500 will vest; and (iv) if 110% or greater of target 5,250 will vest. Vesting is subject to adjustment by the Compensation Committee as approved to take into account extraordinary items that may impact the calculation of ROE. |