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Re: None

Thursday, 05/12/2011 7:20:10 AM

Thursday, May 12, 2011 7:20:10 AM

Post# of 92948
Shareholder Meeting,




For those asking, NO I will not be attending the SHM and Proposals 3 and 4 don't mean a whole lot as noted below. The Compenation Committee will decide on such things as Rabin's performance bonus based on metrics unstated. Caldwell's performance bonus was based on a stated pps chart which didn't pan out so well and probably why Rabin's is unstated.

(from 10K)
"The Company shall pay Mr. Rabin a performance bonus. The target amount of the performance bonus shall be $480,000 (i.e., 100% of Base Salary) per year. However, the performance bonus shall be no less than $144,000 (i.e., 30% of Base Salary) per year and no more than $720,000 (i.e., 150% of Base Salary) per year. The actual amount of the performance bonus shall be determined by the Compensation Committee of the Board during each calendar year quarter based on the performance of the Company and Mr. Rabin, with reference to the performance goals and/or metrics established by the Compensation Committee in consultation with Mr. Rabin with respect to such performance bonus period."

((proposals 3 & 4)
"Because your vote is advisory, it will not be binding on either the Board of Directors or the Company. However, the Company’s Compensation Committee will take into account the outcome of the stockholder vote on this proposal at the Annual Meeting when considering future executive compensation arrangements. In addition, your non-binding advisory votes described in this Proposal 3 and below in Proposal 4 will not be construed: (1) as overruling any decision by the Board of Directors, any Board committee or the Company relating to the compensation of the named executive officers, or (2) as creating or changing any fiduciary duties or other duties on the part of the Board of Directors, any Board committee or the Company."
http://www.sec.gov/Archives/edgar/data/1140098/000114420411027813/v221776_def14a.htm

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