SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. _____)

Filed by the Registrant þ
Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Section 240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

			(1	)		Title of each class of securities to which transaction applies:
			(2	)		Aggregate number of securities to which transaction applies:
			(3	)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
			(4	)		Proposed maximum aggregate value of transaction:
			(5	)		Total fee paid:

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

			(1	)		Amount Previously Paid:
			(2	)		Form, Schedule or Registration Statement No.:
			(3	)		Filing Party:
			(4	)		Date Filed:

 

JASON P. RHODE

President and Chief Executive Officer

 

May 29, 2008

 

To our Stockholders:

 

I am pleased to invite you to attend the annual meeting of stockholders of Cirrus Logic, Inc., to be held on Friday, July 25, 2008, at 1:00 p.m. at Cirrus Logic, Inc., 2901 Via Fortuna, Austin, Texas 78746.

 

Details regarding admission to the meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.

 

Your vote is important. Whether or not you plan to attend the annual meeting, I hope you will vote as soon as possible. Although you may vote in person at the annual meeting, you may also vote over the Internet, as well as by telephone, or by mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your representation at the annual meeting if you do not attend in person. Please review the instructions on the proxy card regarding each of these voting options.

 

Cirrus Logic values the participation of its stockholders. Your vote is an important part of our system of corporate governance and I strongly encourage you to participate.

 

Thank you for your prompt response.

 

Sincerely,

 

 

Jason P. Rhode
President and Chief Executive Officer

TABLE OF CONTENTS

 

 

A copy of the Annual Report on Form 10-K, which includes financial statements,
is being mailed with this Proxy Statement.
You may receive an additional copy of these documents at no charge upon request directed to:
Cirrus Logic Investor Relations
2901 Via Fortuna, Austin, Texas 78746
telephone: (512) 851-4125; email: InvestorRelations@cirrus.com
Financial reports may also be accessed on our Web site at www.cirrus.com.  

 

 

Annual Stockholders’ Meeting

 

July 25, 2008

YOUR VOTE IS IMPORTANT

 

Notice

 

Cirrus Logic, Inc. (the “Company”) will hold its 2008 Annual Meeting of Stockholders as follows:

 

Friday, July 25, 2008

1:00 P.M.

Cirrus Logic, Inc.

2901 Via Fortuna

Austin, Texas 78746

 

 

At the meeting, stockholders will vote on the following matters:

 

 

You can vote four different ways. You can vote by attending the meeting, by telephone, by the Internet, or by proxy card. For specific voting information, please see “Questions and Answers about the Proxy Materials, the Annual Meeting, and Voting Procedures” on page 2.

 

Stockholders of record at the close of business on May 27, 2008 (the “Record Date”), are entitled to vote. On that day, approximately 65.0 million shares of the Company’s common stock were outstanding. Each share entitles the holder to one vote.

 

The Board of Directors of the Company (“the Board”) asks you to vote in favor of each of the proposals. This proxy statement provides you with detailed information about each proposal. We are also using this proxy statement to discuss our corporate governance and compensation practices and philosophies.

 

We encourage you to read this proxy statement carefully. In addition, you may obtain information about the Company from the Annual Report to Stockholders included with this mailing and from documents that we have filed with the Securities and Exchange Commission (the “SEC”).

 

This proxy statement and the accompanying proxy card are being distributed on or about June 9, 2008.

 

 

 

 

 

Board Meetings and Committees

During the fiscal year ended March 29, 2008, the Board held 11 meetings. All directors are expected to attend each meeting of the Board and the committees on which he serves. No director attended less than 75% of all of the meetings of the Board and the committees on which he served. Directors are expected to attend the Company’s annual meeting of stockholders absent a valid reason. All of the directors attended the Company’s 2007 annual meeting of stockholders except for Mr. Guzy.

 

We have three Board committees: Audit, Compensation, and Governance and Nominating. Each member of the Audit, Compensation, and Governance and Nominating Committees is independent in accordance with the applicable Nasdaq listing standards. Each committee has a written charter

that has been approved by the Board. The members of each committee are identified in the following table and the function of each committee is described below.

 

On occasion, the Board may appoint special committees or designate directors to undertake special assignments on behalf of the Board.

 

 

Audit Committee

The Audit Committee is composed of three directors. The responsibilities of the Committee include:

 

 

The Board has determined that each of the members of the Audit Committee is able to read and understand fundamental financial statements and is independent under applicable Securities and Exchange Commission rules and applicable Nasdaq listing standards. The Board has determined that Robert H. Smith is an “audit committee financial expert” as defined under applicable Securities and Exchange Commission rules.

 

For additional information relating to the Audit Committee, see the Report of the Audit Committee of the Board on page 38 of this proxy statement and the Audit Committee Charter, which is available under the Corporate Governance section of our “Investors” page on our Web site at www.cirrus.com.

 

Compensation Committee

The Compensation Committee is composed of three directors, each of whom is independent under applicable Nasdaq listing standards. The Committee reviews and approves salaries and other matters relating to executive compensation, and administers the Company’s employee stock purchase plan and stock incentive plans, including reviewing and granting stock incentive awards to executive officers and other employees and reviewing and approving policies and procedures for awarding grants under these plans. The Compensation Committee also reviews and recommends to the Board for approval various other Company compensation plans, policies and matters, including any changes to the compensation and benefits of the Company’s non-employee directors. For additional information relating to the Compensation Committee, see the Compensation Committee Charter, which is available under the Corporate Governance section of our “Investors” page on our Web site at www.cirrus.com.

 

Governance and Nominating Committee

The Governance and Nominating Committee is composed of four directors, each of whom is independent under the applicable Nasdaq listing standards. This Committee provides counsel to the Board with respect to Board organization, membership and function, as well as committee structure and membership. The Committee is also responsible for defining the qualifications for candidates for director positions, evaluating qualified candidates, recommending candidates to the Board for election as directors, and proposing a slate of directors for election by stockholders at each annual meeting. For more information relating to the Governance and Nominating Committee, see the Governance and Nominating Committee Charter, which is available under the Corporate Governance section of our “Investors” page on our Web site at www.cirrus.com.

 

The Governance and Nominating Committee annually reviews the needs of the Board for various skills, experience, expected contributions and other characteristics in determining the director candidates to be nominated at the annual meeting. The Governance and Nominating Committee will evaluate candidates for directors proposed by directors, stockholders or management in light of the Committee’s views of the current needs of the Board for certain skills; the candidate’s background, skills, experience, or other characteristics; and the expected contributions and the qualification standards established from time to time by the Governance and Nominating Committee. If the Committee believes that the Board requires additional candidates for nomination, the Committee may engage a third-party search firm to assist in identifying qualified candidates. All directors and nominees will submit a completed form of directors’ and officers’ questionnaire as part of the nominating process. The process may also include interviews and additional background and reference checks for non-incumbent nominees, at the discretion of the Governance and Nominating Committee. In making the determinations regarding nominations of directors, the Governance and Nominating Committee may take into account the benefits of diverse viewpoints as well as the benefits of a constructive working relationship among directors.

The Governance and Nominating Committee believes that members of the Board should possess certain basic personal and professional qualities in order to properly discharge their fiduciary duties to stockholders, provide effective oversight of the management of the Company and monitor the Company’s adherence to principles of sound corporate governance. Therefore, the Committee has determined that nominees for election as director should have the following qualifications: (i) possess the highest personal and professional ethics, integrity and values; (ii) be committed to representing the long-term interests of the Company’s stockholders; (iii) have an inquisitive and objective perspective and mature judgment; (iv) possess strong business and financial acumen and judgment acquired through education, training or experience; (v) possess experience at policy-making levels in business, government, education or technology, and in areas that are relevant to the Company’s global business activities; (vi) have experience in matters of corporate governance; (vii) have experience in positions with a high degree of responsibility in the companies or institutions with which they are affiliated; and (viii) be prepared to devote appropriate time and attention to the Board and Committee duties required of a public company board member. Additionally, for non-employee director candidates, the nominees should have personal and business circumstances that permit them to serve on one or more of the various Committees of the Board.

 

These are not meant to be the exclusive criteria, however, and the Committee will also consider the contributions that a candidate can be expected to make to the collective functioning of the Board based upon the totality of the candidate’s credentials, experience and expertise, the composition of the Board at the time, and other relevant circumstances.

 

Stockholders are able to recommend individuals to the Governance and Nominating Committee for consideration as potential director nominees by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of the Company’s common stock for at least one year as of the date such recommendation is made. Recommendations should be submitted to:

 

Governance and Nominating Committee
c/o Corporate Secretary
Cirrus Logic, Inc.
2901 Via Fortuna
Austin, Texas 78746

 

Assuming that the appropriate information is included on a timely basis, the Committee will consider stockholder-recommended candidates applying the same procedures and criteria used to consider other candidates.

 

Stockholders also have the right under the Company’s Bylaws to nominate candidates for election as directors by following the procedures, providing the information and conforming to the submission deadlines specified in the Company’s Bylaws.

 

Determination of Independence

The Board, which currently consists of seven directors, has determined that four directors, as indicated in the table above, are independent as defined by the applicable Nasdaq Stock Market, Inc. (the “Nasdaq”) listing standards. Specifically, the Governance and Nominating Committee has reviewed the independence of each director and determined that Messrs. Guzy, Rhines, Sherman, and Smith qualify as independent directors under this standard. In determining that Dr. Rhines qualified as an independent director, the Board considered payments made to Mentor Graphics Corporation by the Company pursuant to a license agreement, but determined that these payments did not change his status as an independent director.

Corporate Governance Guidelines

On an annual basis, the Company reviews its corporate governance practices in light of any changes to applicable law, the rules of the SEC and the Nasdaq listing standards. A copy of the Company’s Corporate Governance Guidelines is available under the Corporate Governance section of our “Investors” page on our Web site at www.cirrus.com.  Among other matters, the Guidelines include the following:

 

 

Code of Conduct

The Company has adopted a Code of Conduct, applicable to all employees, including the principal executive officer and senior financial officers. A copy of the Code of Conduct is incorporated as Exhibit 14 to the Company’s Annual Report on Form 10-K and is accessible at www.cirrus.com. The Code of Conduct, as applied to the Company’s senior financial officers, constitutes the Company’s “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and constitutes the Company’s “code of conduct” under the Nasdaq listing standards.

 

Non-employee directors receive a combination of cash and equity-based compensation. Directors who are employed by the Company do not receive any compensation for their Board activities. Independent directors may not receive consulting, advisory or other compensatory fees from the Company in addition to their Board compensation. The following tables set forth the quarterly retainer payments paid to non-employee directors for Board service during the fiscal year ended March 29, 2008.

 

 

In addition, each non-employee director receives an option to purchase 25,000 shares of common stock of the Company at an exercise price equal to fair market value on the date of grant upon

becoming a director, with 25% vesting after one year and the remainder vesting ratably each month over the following 36 months. Upon re-election to the Board, each non-employee director receives a fully vested option grant to purchase 10,000 shares of common stock at an exercise price equal to fair market value on the date of grant. We also reimburse directors for all reasonable out of pocket expenses incurred for attending board and committee meetings.

 

The following table sets forth the information regarding the fees and compensation paid to our non-employee directors for services as members of the Board or any committee of the Board during fiscal year 2008.

 

DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2007

 

 

 

PROPOSALS TO BE VOTED ON

 

Proposal No. 1

 

ELECTION OF DIRECTORS

 

The Board has approved seven nominees for election to the Board this year. Each of the nominees has served as a director since the last annual meeting. Information regarding the business experience of each nominee is provided below. All directors are elected annually to serve until the next annual meeting and until their respective successors are elected or until their earlier resignation or removal. There are no family relationships among the Company’s executive officers and directors.

 

Vote Required

In the election of directors, the seven persons receiving the highest number of “FOR” votes will be elected.

 

Information About Nominees

 

MICHAEL L. HACKWORTH

Director since 1985

 

Mr. Hackworth, age 67, is currently Chairman of the Board of the Company, a position he has held since July 1997. Mr. Hackworth is also currently Chairman of the Board of Tymphany Corporation, where he was also CEO until May 1, 2007. In addition, Mr. Hackworth is a director of Virage Logic Corporation, a provider of semiconductor intellectual property platforms and development tools, and Epicor Software Corporation, a vendor of enterprise business software products. He served as President and CEO of the Company from January 1985 to June 1998, and continued to serve as CEO until February 1999. Between March 5, 2007 and May 16, 2007, Mr. Hackworth was the Company’s Acting President and CEO. Mr. Hackworth continued to support Dr. Rhode as an employee of the Company until July 27, 2007, and acted as a consultant to the Company until September 30, 2007.

 

D. JAMES GUZY

Director since 1984

 

Mr. Guzy, age 72, has been Chairman of Arbor Company, a limited partnership engaged in the electronics and computer industry, since 1969. Mr. Guzy is also Chairman of the Board of PLX Technology, Inc., a developer and supplier of data transfer semiconductor devices, and a director of Davis Selected Group of Mutual Funds and Alliance Bernstein Core Mutual Fund. He is also Director Emeritus of Novellus Systems, Inc., a developer and manufacturer of systems used in the fabrication of integrated circuits. Mr. Guzy also served as a director of Intel Corporation, a semiconductor chip maker, until May 20, 2008.

 

SUHAS S. PATIL

Director since 1984

 

Dr. Patil, age 63, a founder of the Company’s predecessor company in 1981, and a founder of the Company in 1984, was appointed Chairman Emeritus of the Company in July 1997. Prior to that time, he served as Chairman of the Board of the Company from 1984 to July 1997, and has held various offices within the Company. Dr. Patil is currently an employee of Cirrus Logic, Inc. Since August 2007, Dr. Patil also has served as Chairman and CEO of Cradle Technologies, a provider of advanced network video surveillance systems.

WALDEN C. RHINES

Director since 1995

 

Dr. Rhines, age 61, is the Chairman and CEO of Mentor Graphics Corporation, a maker of electronic design automation products. Dr. Rhines has been employed by Mentor Graphics since 1993. He is also a director of TriQuint Semiconductor, Inc., a supplier of high-performance components and modules for communications applications.

 

JASON P. RHODE

Director since May 2007

 

Dr. Rhode, age 38, was appointed as President and CEO, and as a director of the Company in May 2007. Dr. Rhode joined the Company in 1995 and served in various engineering positions until he became Director of Marketing for analog and mixed-signal products in November 2002. He was appointed Vice President, General Manager, Mixed-Signal Audio Products, in December 2004, a role he served in until his appointment as President and CEO.

 

WILLIAM D. SHERMAN

Director since 2001

 

Mr. Sherman, age 65, is a partner in the law firm of Morrison & Foerster LLP, where he has worked since 1987.

 

ROBERT H. SMITH

Director since 1990

 

Mr. Smith, age 71, retired in August 2002 from the position of Executive Vice President of Administration of Novellus Systems, Inc., a developer and manufacturer of systems used in the fabrication of integrated circuits, where he also served on the Board of Directors. He also serves on the Board of Directors of Epicor Software Corporation, an enterprise and e-business software solutions company; PLX Technology, Inc., a developer and supplier of data transfer semiconductor devices; Virage Logic Corporation, a provider of semiconductor intellectual property platforms and development tools; and ON Semiconductor, a supplier of power components and systems to designers of computers, communications, consumer, and industrial systems.

 

The Board recommends a vote FOR the election to the Board of each of the foregoing nominees.

 

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

 

The Audit Committee of the Board has appointed Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending March 28, 2009. During fiscal year ended March 29, 2008, Ernst & Young served as the Company’s independent registered public accounting firm and also provided certain tax services.

 

Representatives of Ernst & Young attended all meetings of the Audit Committee in fiscal year 2008. The Audit Committee pre-approves and reviews all audit and non-audit services provided by Ernst & Young. In considering the services to be provided by Ernst & Young, the Audit Committee considers whether the provision of non-audit services is compatible with maintaining the independence of Ernst & Young.

 

For additional information relating to the Audit Committee, see the Report of the Audit Committee of the Board on page 38 of this proxy statement, as well as the Audit Committee Charter, which is available under the Corporate Governance section of our “Investors” page on our Web site at www.cirrus.com.

 

A representative of Ernst & Young is expected to attend the meeting and be available to respond to questions and, if he or she desires, to make a statement.

 

The Board recommends a vote FOR the ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2009.

 

If the appointment is not ratified, the Audit Committee will consider this an indication to select other auditors for the following fiscal year. Ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2009, requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and entitled to vote at the meeting.

 

The Company knows of no other matters that will be presented for consideration at the annual meeting. If any other matters properly come before the annual meeting, it is the intention of the persons named in the enclosed form of Proxy to vote the shares they represent as the Board may recommend. Discretionary authority with respect to such other matters is granted by the execution of the enclosed Proxy.

 

The following table sets forth certain information known to the Company regarding the beneficial ownership of the Company’s common stock as of April 28, 2008 by (i) each person known to the Company to be a beneficial owner of more than 5% of the Company’s common stock; (ii) each director and nominee for director; (iii) each of the executive officers named in the Summary Compensation Table of the Executive Compensation section of this proxy statement; and (iv) all current directors and executive officers of the Company as a group. The Company’s common stock is the only class of voting securities issued by the Company. Unless otherwise indicated in the footnotes, the beneficial owner has sole voting and investment power with respect to the securities beneficially owned, subject only to community property laws, if applicable.

 

 

 

 

 

Scott A. Anderson, Senior Vice President and General Manager, Mixed-Signal Audio Products

 

Mr. Anderson, age 54, was appointed Senior Vice President and General Manager in October 2007. Prior to joining Cirrus Logic, Mr. Anderson served as the president and chief operating officer of Freescale Semiconductor between March 2004 and February 2005, and as president and chief executive officer of Motorola Semiconductor Products Sector (“SPS”) between February 2003 and December 2003. From 1999 to 2003, Mr. Anderson served as the general manager of Motorola SPS’s Transportation and Standard Products Group.

 

Jo-Dee M. Benson – Vice President, Corporate Marketing Communications and Human Resources

 

Ms. Benson, age 48, was appointed Vice President, Corporate Marketing Communications and Human Resources in February 2005. Previously, she had served as Vice President of Corporate Communications since December 2000.

 

Thurman K. Case – Vice President, Chief Financial Officer and Principal Accounting Officer

 

Mr. Case, age 51, was appointed the Company’s Chief Financial Officer (“CFO”) on February 14, 2007. He joined the Company in October 2000, and was appointed Vice President, Treasurer, Financial Planning & Analysis, in September 2004. Prior to being appointed to his current position, Mr. Case also served as Vice President, Finance between June 2002 and September 2004, and Director of Finance between October 2000 and June 2002.

 

Gerald R. Gray – Senior Vice President, Worldwide Operations

 

Mr. Gray, age 59, was appointed Senior Vice President of Worldwide Operations in September 2002. Previously, he served as Vice President of Worldwide Operations from April 2000, and Vice President of Domestic Operations from June 1998.

 

John J. Paulos – Senior Vice President, General Manager, Industrial Products

 

Dr. Paulos, age 49, was appointed Senior Vice President, General Manager, Industrial Products in May 2007. Prior to his appointment, he served as Vice President, General Manager, Industrial Products between December 2004 and May 2007. Between March 2000 and April 2004, he served as Vice President of Engineering, Cicada Semiconductor Corporation, which was acquired by Vitesse Semiconductor in February 2004.

 

Jason P. Rhode – President and Chief Executive Officer, and Director Nominee

 

Dr. Rhode, age 38, was appointed President and CEO of the Company in May 2007. Dr. Rhode joined the Company in 1996 and served in various engineering positions until he became Director of Marketing for analog and mixed-signal products in November 2002. He was appointed Vice President, General Manager, Mixed-Signal Audio Products, in December 2004, a role he served in until his appointment as President and CEO.

 

Gregory Scott Thomas – Vice President, General Counsel and Corporate Secretary

 

Mr. Thomas, age 42, was appointed Vice President, General Counsel and Corporate Secretary in December 2003. He joined the Company in December 2000 as Vice President and Associate General Counsel, Intellectual Property.

Timothy R. Turk – Vice President, Worldwide Sales

 

Mr. Turk, age 51, was appointed Vice President, Worldwide Sales in August 2007. Prior to joining Cirrus Logic, Mr. Turk was Vice President of Sales at Avnera Corporation. Mr. Turk also served 20 years in sales and operations with Cypress Semiconductor, including as vice president of Worldwide Sales and Sales Operations from 2004 through 2006.

 

The following discussion of executive compensation contains descriptions of various employee benefit plans and employment-related agreements. These descriptions are qualified in their entirety by reference to the full text or detailed descriptions of the plans and agreements that are filed as exhibits to the Company’s 2008 Annual Report on Form 10-K for the fiscal year ended March 29, 2008.

 

General Philosophy. We provide the Company’s executive officers with compensation opportunities that are based upon their personal performance, the financial performance of the Company and their contribution to that performance, through a mix of salary, equity, and non-equity incentive compensation. These opportunities are designed to be competitive enough to attract and retain highly skilled individuals, and to align management’s incentives with the long-term interests of our stockholders.

 

We believe that payments under the compensation programs for our executive officers should reflect the Company’s performance and the value created for the Company’s stockholders. In addition, the compensation programs should support the short-term and long-term strategic goals and values of the Company and should reward individual contribution to the Company’s success. We are engaged in a very competitive industry, and the Company’s success depends upon its ability to attract and retain qualified executives through the competitive compensation packages it offers to these individuals.

 

To support the Compensation Committee in fulfilling its duties, the Committee has hired consultants in the field of executive compensation to assist with its design and evaluation of CEO and executive officer compensation. In January 2007, the Compensation Committee retained the services of Mercer Human Resource Consulting (“Mercer”), a market leader for advice and analysis on executive compensation practices, to assist with a comprehensive review of the CEO’s and other executive officers’ compensation. In addition to discussing their review with our Compensation Committee, Mercer also contacted each of our executive officers and other employees in our human resources and legal departments to obtain historical data and insight into the Company’s historical compensation practices. The Compensation Committee considered Mercer’s recommendations, along with the recommendations of Company management, in setting our executives’ fiscal year 2008 total overall compensation. Although Mercer provided analysis and recommendations to the Compensation Committee, Mercer did not decide or approve any compensation-related actions. Further, in order to maintain Mercer’s independence with respect to its engagement with the Committee, the Company does not engage Mercer for any services.

 

Targeted Overall Compensation. The Compensation Committee annually reviews and establishes each executive officer’s total compensation package. The Committee considers a broad range of facts and circumstances in setting executive compensation, including Company performance, individual performance, external pay practices of competitors and similarly situated companies, the strategic importance of the executive’s position, as well as internal pay equity and the executive’s time in the position. The weight given to each of these factors by the Committee may differ from year to year, and among the individual executive officers. The Company’s executive pay program is heavily weighted toward performance-based compensation that rewards achievement of short- and long-term corporate goals and objectives of the Company. In setting target compensation for the Company’s executives for the year ended March 29, 2008, the Compensation Committee sought to

strike a balance between providing compensation that is in line with the compensation paid to executives of peer companies, while ensuring that a significant percentage of compensation was coupled to stock price appreciation, as well as Company and individual performance.

 

Benchmarking Information. As part of the Committee’s 2007 compensation review, the information provided by Mercer to the Committee was based on several sources of compensation information, including published survey data and information from public company disclosures. Competitive information is obtained from published survey data prepared by Radford Surveys, a leading provider of compensation and benefits market data, and from the proxy statements of peer companies. The Committee used data from the 2006 Radford Executive Compensation Survey and considered the data specific to jobs with companies in the semiconductor industry with revenues less than $1 billion per year (the ”Survey Group”).

 

In addition to the Survey Group, we reviewed data from the proxy statements of particular companies that are considered comparable to the Company (the “Proxy Group”). The Proxy Group generally consists of public companies in the semiconductor industry that share similar operating and financial characteristics with the Company. Those characteristics include a company’s revenue, location, correlation of stock price movement, and similarity of business model and product lines. As of February 2008, the Proxy Group consisted of the following 14 companies: ESS Technology, Inc.; Genesis Microchip, Inc.; Ixys Corp.; Lattice Semiconductor Corp.; Micrel Inc.; Vitesse Semiconductors; Pericom Semiconductor Corp.; PMC-Sierra, Inc.; Radisys Corp.; Semtech Corp.; Silicon Laboratories, Inc.; Silicon Storage Technology; Triquint Semiconductor, Inc; and Zoran Corp. The Compensation Committee is in the process of reviewing the current Proxy Group and anticipates that changes will be made to the Proxy Group at the next annual review of the compensation of the Company’s executive officers, which is currently scheduled for July 2008.

 

From the data derived from the Survey Group and the Proxy Group, Mercer Consulting developed market composite data reflecting the average of the data from each group (the “Market Composite Data”). In some cases, the Committee made an adjustment to the Market Composite Data for executives who perform responsibilities that differ from the jobs included in the Survey Group. Compensation recommendations by Company management are examined in light of this information, with the intent of establishing and maintaining requisite compensation levels.

 

Elements of Compensation and Target Market Positioning. Each executive officer’s compensation package is comprised of the following elements: (i) base salary that is competitive with the market and reflects individual performance, (ii) performance awards payable in cash and tied to the Company’s achievement of performance goals, (iii) long-term incentive awards designed to strengthen the mutuality of interests among the executive officers and the Company’s stockholders, and (iv) post-employment compensation.

 

In general, the Company has attempted to establish a strong relationship between total cash compensation, the Company’s performance, and individual executive performance by maintaining base salaries at approximately the 50^th percentile compared to the Market Composite Data, and by providing additional incentive opportunities so that total cash compensation (salary plus annual cash incentive compensation) approaches the 50^th percentile levels when the Company’s performance is near the middle of the companies in the Proxy Group. The Company has attempted to structure annual cash incentive opportunities for its executive officers such that an executive officer has the potential to earn in the 75^th percentile level for higher levels of performance. The Company also provides additional long-term incentives in the form of stock option grants so that an executive’s total direct compensation is targeted at the 50th percentile level (i.e., the size of the stock option grant is a function of the difference between the 50^th percentile total direct compensation and the 50^th percentile total cash compensation). These percentages are intended as guidelines for evaluating each executive officer’s compensation, and are not applied on a formulaic basis. The Compensation Committee exercises discretion over each executive officer’s total compensation package.

Executive officers are also eligible to receive certain severance benefits upon termination of their employment other than for cause. In addition, executive officers may also participate in the Company’s Employee Stock Purchase Plan and receive 401(k) retirement, health and welfare benefits.

 

Executive Compensation. For the past several years, the Company’s Compensation Committee has annually reviewed our executives’ compensation at a regularly scheduled Committee meeting in February. Annual stock option awards and any changes to an executive’s base salary or annual incentive targets were typically made at this time. However, in order to align the Committee’s review of our executives’ compensation with the timing of our annual review and grant of equity to our key employees (currently scheduled for October this year), the Committee intends to propose any changes or approve any awards of long-term incentives at the Committee’s September 2008 meeting.

 

Base Salary

The base salary for each executive officer is designed to be commensurate with the salary levels for comparable positions within a comparative group of companies, to reflect each individual’s personal performance during the year, to take into consideration the individual’s responsibilities within the Company, and to be consistent with our internal salary alignment. The relative weight given to each factor varies with each executive and is within the discretion of the Compensation Committee. In setting base salaries, the Compensation Committee reviews (i) the Market Composite Data; (ii) recommendations from Dr. Rhode, the Company’s CEO; and (iii) the executive officer’s personal performance for the year. The Company’s performance and profitability may also be a factor in determining the base salaries of executive officers.

 

On March 7, 2007, the Board’s current Chairman, Michael L. Hackworth, was appointed by the Board as Acting President and CEO of the Company. The independent directors of the Company approved a salary for Mr. Hackworth at an annual rate of $184,320, payable on a bi-weekly basis for the period that he served in the role of Acting President and CEO. This base salary was intended to reflect a competitive salary for a President and CEO of the Company as reduced on a pro-rata basis to reflect the percentage of time we expected Mr. Hackworth to be active in his role as Acting President and CEO.

 

On May 16, 2007, Dr. Jason P. Rhode was appointed by the Board as President and CEO of the Company. In connection with his appointment, the Company’s Compensation Committee approved an annual base salary of $335,000 per year. Dr. Rhode’s new annual base salary was approximately at the 25th percentile of the base salary levels of other chief executive officers at the companies in the Market Composite Data. In setting his base salary, the Company reviewed the Market Composite Data and considered Dr. Rhode’s level of prior experience in General Manager positions, along with other factors including his then current base salary of $235,000 per year. This salary increase reflected the additional demands and responsibilities of Dr. Rhode as he assumed the role of CEO, while also recognizing our intended strategy of moving Dr. Rhode’s compensation over time towards the 50th percentile of base salary levels of chief executive officers of comparable companies based on his performance in his new role.

 

In conjunction with Dr. Rhode’s appointment to President and CEO, the Board requested Mr. Hackworth to continue to work for the Company during a transition period. During this transition period, Mr. Hackworth supported Dr. Rhode in his transition to his new role as President and CEO of the Company. On May 17, 2007, in recognition of Mr. Hackworth’s greater-than-anticipated prior contributions and efforts as Acting President and CEO, and to further Mr. Hackworth’s new role and the additional time expected to support Dr. Rhode during the transition period, the independent directors approved a revised salary for Mr. Hackworth at an annual rate of $345,600, payable on a bi-weekly basis through the end of July 2007. This base salary was intended to reflect a competitive salary for an Acting CEO as reduced on a pro-rata basis to reflect the percentage of time the Committee expected Mr. Hackworth to be active in his role supporting our new President and CEO during the transition period.

The Compensation Committee also reviewed the compensation of our executive officers, other than the CEO, in February 2007. As of February 2007, the base salary rates of most of our executive officers fell within or near a competitive range relative to the Company’s target competitive positioning compared to the Market Composite Data, with some executives at the market 75^th percentile. For those executive officers at the market 75^th percentile, the Committee considered other factors in setting compensation such as years of experience and tenure with the Company, and whether the executive officer performed additional responsibilities beyond the responsibilities traditionally associated with the comparable position in the Market Composite Data. Based on its review of the competitive salary information, the officer’s personal performance over the previous year, and the responsibilities of each executive officer, the Compensation Committee increased on an aggregate basis, the compensation of our executive officers, excluding our CEO and CFO, by approximately 1.8% from the previous year. In general, these increases were intended to reflect a cost of living adjustment and to recognize the performance of certain executive officers during the previous year.

 

In addition to the cost of living adjustment, Dr. Paulos received a base salary increase of approximately 17% to an annual rate of $275,000 in conjunction with his appointment to Senior Vice President on May 16, 2007. Although Dr. Paulos’ base salary is above the 75^th percentile compared to the Market Composite Data, the Committee believes his new compensation plan reflects his past performance and experiences as a General Manager, recognizes his promotion to Senior Vice President, and aligns his pay internally with other executive officers with similar levels of responsibility.

 

Annual Performance Awards

Other than our Vice President, Worldwide Sales, who participated in the Company’s Sales Incentive Plan, our executives were eligible during the first six months of fiscal year 2008 to earn up to a maximum of 75% of their base salary in annual incentives under our Variable Compensation Plan (the “VCP”). Our VCP provides eligible employees with incentives to increase stockholder value through the achievement of goals relating to the Company’s revenue and its operating margin. The VCP operates on 6-month cycles. At the end of each 6-month period, the Company calculates its revenue and “Operating Profit” and then determines whether participants will receive payments based on the Company’s performance. For fiscal year 2008, executives’ individual payouts under the plan were calculated by multiplying 75% of the executive’s base salary for a 6-month period by a “Company Performance Weighting.” The Company Performance Weighting was calculated by adding .33% of our revenue and 10% of our Operating Profit during a 6-month period. This amount was then divided by the Base VCP Pool, which equaled the sum of each eligible employee’s base salary multiplied by the individual’s target incentive amount. For purposes of the VCP plan, Operating Profit is measured as the Company’s consolidated GAAP operating income excluding VCP and executive incentive plan accruals, and any non-recurring items such as gains on sales of assets not otherwise included in revenue, losses on sales of assets, restructuring charges, merger-related costs including amortization or impairments of acquisition-related intangible assets, asset write-offs, write-downs, and impairment charges.

 

We chose a combination of Operating Profit and revenue as the performance metrics for our VCP because we believe that those metrics align the financial incentives of our employees with our short-term and long-term financial goals of driving profitable growth. No payments are made unless at least a 3% operating margin is achieved. In addition, the total payments made cannot exceed an overall limitation of 15% of operating profit.

 

During fiscal year 2008, participants in the Company’s VCP program earned payments during the first semi-annual period of approximately 30% of each individual’s bonus target.

 

Following the appointment of Dr. Rhode as President and CEO, the Compensation Committee reviewed and considered alternative annual incentive plans to the current VCP program for our executives. On September 27, 2007, the Compensation Committee approved the 2007 Management

and Key Individual Contributor Incentive Plan (the “Incentive Plan”). The Incentive Plan is designed to provide employees who are in management or leadership positions in the Company, or who are key individual contributors whose efforts potentially have a material impact on the Company’s performance, with incentives to improve the Company’s financial performance through the achievement of semi-annual performance goals.

 

Pursuant to the Incentive Plan, participants (including the Company’s CEO, CFO, and the other currently employed named executive officers) are eligible for semi-annual cash bonus payments. The Incentive Plan sets our CEO’s target bonus for a semi-annual period at 37.5% of his annual base salary, and certain other executive officers’ target bonuses for a semi-annual period, including our CFO’s and other named executive officers, at 25% of their annual base salary. Payments are determined based on the achievement of certain internal performance goals for Operating Profit Margin and revenue growth set by the Company’s Compensation Committee prior to the commencement of each semi-annual period. For purposes of the Incentive Plan, Operating Profit Margin is measured as the Company’s consolidated GAAP operating income excluding Incentive Plan and VCP accruals and any non-recurring items such as gains on sales of assets not otherwise included in revenue, losses on sales of assets, restructuring charges, merger-related costs including amortization or impairments of acquisition-related intangible assets, asset write-offs, write-downs, and impairment charges, and such other items as the Compensation Committee may determine in its sole discretion.

 

These performance goals are designed to balance short-term and long-term financial and strategic objectives for building stockholder value, and are further based on a review of the operating results of other peer companies. The Committee sets these goals such that participants will achieve their target bonuses when the Company’s Operating Profit Margin and revenue growth goals are achieved. In determining the amount of a bonus payment for an individual participant, the Plan provides that payments may exceed the target payouts when the Company’s financial performance exceeds the achievement of the semi-annual performance goals. Payments under the Incentive Plan may not exceed 250% of a participant’s target bonus for any applicable payout period. The Incentive Plan further provides that no payments may be made unless certain Operating Profit Margin thresholds are met.

 

In the second half of fiscal 2008, no payments were made to the CEO or any executive officer under the Incentive Plan because the Company did not achieve the required Operating Profit Margin thresholds for that period. The performance goals for fiscal year 2009 have been set so as to pay approximately 75% of the target bonus if the Company achieves its Annual Operating Plan. No bonuses will be paid under the Incentive Plan in fiscal year 2009 if the Company’s Operating Profit Margin is less than 10%.

 

If, in the event of a change of control of the Company, the Incentive Plan is not assumed or replaced with a comparable plan by the Company’s successor, each participant under the Incentive Plan will receive a pro-rata cash payment for their target bonus, based upon the number of calendar days completed in the current semi-annual period, multiplied by an Incentive Plan pay-out percentage of 100%.

 

Instead of participating in our VCP program during fiscal year 2008, our former Vice President of Worldwide Sales, Mr. Kromer, participated in the Company’s Sales Incentive Plan, which provides incentives to increase stockholder value through the achievement of our revenue goals. Incentive payments are calculated based upon a commission target and an associated sales quota that are designed to achieve the full commission when a participant meets the pre-established sales quota. If a participant achieves less than 40% of that individual’s sales quota in a quarter, a participant receives no payment. If a participant achieves 40% or more of that individual’s sales quota in a quarterly period, a participant’s incentive compensation is paid at 1.67% for each 1% of revenue performance above 40% up to 100%. For performance beyond 100%, an additional 1.5 times multiplier applies for amounts in excess of a participant’s sales quota (i.e., for each 1% of revenue

above 100% of an individual’s sales quota, a participant’s incentive compensation will be increased by an additional 2.5%).

 

In fiscal year 2008, Mr. Kromer’s sales quota was determined based on our fiscal year 2008 operating plan and his target commission payment was set at $200,000. Based on the Company’s revenue performance for the first three months of fiscal year 2008, Mr. Kromer was paid $47,500 in commissions based on the achievement of approximately 95% of his targeted sales commission in the first quarter of fiscal year 2008. During the second quarter of fiscal year 2008, Mr. Kromer’s commission was calculated based on revenue performance and a set of objectives related to a transition period before his employment with the Company was terminated. For the second quarter of fiscal year 2008, Mr. Kromer earned $45,650 in commissions based on achievement of approximately 91% of the targeted revenue performance and 100% achievement of the objectives defined during his transition period. Mr. Kromer’s employment terminated with the Company on September 28, 2007.

 

Long-Term Incentives

Generally, stock option grants are made annually by the Compensation Committee to each of the Company’s executive officers. While other stock-based compensation vehicles have been considered, we have selected the use of stock options because of our belief that there is a near universal expectation by employees in our industry that they will receive stock option grants. Options also provide an effective compensation opportunity for companies focused on growth. Each grant is designed to align the interests of the executive officer with those of the stockholders and provide each individual with a significant incentive to manage the Company from the perspective of an owner with an equity stake in the business. Each grant allows the officer to acquire shares of the Company’s common stock at a fixed price per share (the market price on the grant date) over a specified period of time (up to ten years). Each option becomes exercisable in a series of installments over a defined period, contingent upon the officer’s continued employment with the Company. Accordingly, the option will provide a return to the executive officer only if he or she remains employed by the Company during the vesting period, and then only if the market price of the shares appreciates over the option term.

 

The size of the option grant to each executive officer is set by the Compensation Committee at a level that is intended to create a meaningful opportunity for stock price appreciation based upon the individual’s position with the Company, current performance, anticipated future contribution based on that performance, and ability to affect corporate and/or business unit results. The Compensation Committee also takes into account the number and current value of options held by the executive officer in order to maintain an appropriate level of equity incentive for that individual. The relevant weight given to each of these factors varies from individual to individual.

 

In September 2007, the Compensation Committee approved the award of options to the Company’s executive officers in conjunction with the Company’s annual review of equity awards for all employees. These options were awarded on the Company’s regularly scheduled monthly grant date in October 2007.

 

In addition, on May 16, 2007, in conjunction with the appointment of Dr. Jason P. Rhode as President and CEO and Dr. John J. Paulos as Senior Vice President, the Compensation Committee approved grants to Dr. Rhode and Dr. Paulos of an option to purchase up to 325,000 shares and 62,500 shares, respectively, of the Company’s common stock under the Company’s 2006 Equity Incentive Plan. The sizes of these option grants were set by the Compensation Committee at these levels based upon their positions with the Company, current performance, anticipated future contributions based on that performance, and ability to affect corporate results.

 

These options grants also reflected the Committee’s desire to provide incentives to our executive officers to remain with the Company during a period of management transition that was occurring due to the resignation of Mr. David French, the previous President and CEO of the Company.

Post-Employment Compensation

Prior to October 1, 2007, the Company provided its executives a management severance plan (the “1999 Severance Plan”). The 1999 Severance Plan was established because we believed that it helped to ensure that we were able to attract and retain top talent. Further, the intent of the 1999 Severance Plan was to provide a level of stability for our executives during volatile business conditions that have historically existed in our industry so that our executives remain focused on their responsibilities and the long-term interests of the Company during such times.

 

During fiscal year 2008, one Named Executive Officer received benefits under the 1999 Severance Plan. After his termination on September 28, 2007, Mr. Kromer received his base salary for a period of six months. Mr. Kromer’s options continued to vest for six months after his termination date on September 28, 2007, and he has until 12 months from this termination date to exercise his vested options.

 

On July 26, 2007, after a review of other companies’ practices with respect to management severance plans and after considering the recommendations of Mercer, the Compensation Committee approved and adopted an Executive Severance and Change of Control Plan (the “2007 Severance Plan”). As discussed on page 34 in the section entitled “Potential Payments Upon Termination on Change of Control,” the 2007 Severance Plan provides certain severance and other benefits to eligible executive officers, including our CEO and named executive officers (“Eligible Executives”), whose employment is involuntarily terminated by the Company (other than for cause) or whose employment terminates following a change of control of the Company. The Plan became effective on October 1, 2007 and supersedes and replaces the 1999 Severance Plan.

 

The 2007 Severance Plan provides that, in the event of an Eligible Executive’s involuntary termination other than for cause, an Eligible Executive will be eligible to receive: (i) a continuation of base salary for a period of up to six months (up to twelve months for the Company’s CEO) following termination, or until the Eligible Executive accepts employment elsewhere prior to the completion of the salary continuation period, and (ii) payment in full of a reasonable estimate of premiums for three months of continued health care coverage.

 

The 2007 Severance Plan further provides that, if an Eligible Executive’s employment is terminated either by the Company without cause or by the Eligible Executive for good reason within 12 months following a change in control, the Eligible Executive will be eligible to receive: (i) a lump sum payment equal to twelve (12) months’ salary, (ii) acceleration in full of any unvested stock options or any other securities or similar incentives that have been granted or issued to the Eligible Executive as of the termination date, and (iii) payment in full of a reasonable estimate of COBRA premiums for twelve (12) months. The Eligible Executive shall have six months from the termination date to exercise any vested options.

 

The 2007 Severance Plan may not be amended or terminated without the consent of any Eligible Executive during the one year prior to or following the occurrence of a change in control, if such amendment would be adverse to the interest of such Eligible Executive. In order to receive severance payments under the 2007 Severance Plan, an Eligible Executive must execute a general release of all claims against the Company. Additional details and specific terms of the Severance Plan are set forth in the section of this proxy entitled “Potential Payments upon Termination or Change in Control.”

 

We continue to maintain a severance plan because we believe it is consistent with the practices of peer companies and helps to ensure that we are able to attract and retain top talent. Further, we believe that our plan provides a level of stability for our executives during volatile business conditions that have historically existed in our industry so that they remain focused on their responsibilities and the long-term interests of the Company during such times.

Other Benefits.

We have a tax-qualified employee stock purchase plan, generally available to all employees, including executive officers. Our plan allows participants to acquire Cirrus Logic common stock at a 5% discount to market value, with the objective of allowing employees to increase their ownership of Cirrus Logic common stock over time. Under applicable tax law, no plan participant may purchase more than $25,000 in market value in any one calendar year.

 

In addition, all of our employees, including executive officers, are eligible to participate in Cirrus Logic’s benefit programs, including our 401(k) plan, medical, vision and dental plans, and certain other standard employee benefit plans. Our CEO and other executive officers participate in such plans to the same extent as all other Cirrus Logic employees based in the United States and no other special plans or benefits are offered to such executive officers that are not generally made available to all other employees. The Cirrus Logic, Inc. 401(k) Plan is a tax-qualified profit sharing and 401(k) plan. Under the plan, we match 50% of up to the first 6% of an employee’s pre-tax deferrals, up to the IRS compensation limits. In addition to these benefits that are generally available to all of our salaried employees, we also pay for an annual physical examination for each of our executive officers beyond any benefit provided under our standard health care plans.

 

Role of Management in Establishing Compensation

Our Human Resources and Legal departments support the Compensation Committee in its work and in fulfilling various functions in administering our compensation programs. This support generally consists of assistance with providing Survey Group data, proposals of potential ranges of various components of compensation for executive officers based on the Survey Group data, and information regarding available shares under the Company’s various equity incentive plans. Regular meetings of our Compensation Committee are generally attended by our CEO, Vice President of Human Resources, and our General Counsel. Because each of the Company’s executive officers (other than the CEO) reports directly to the CEO, the Compensation Committee relies heavily upon input from the CEO in determining an executive officer’s compensation.

 

Policy With Respect to Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code disallows a tax deduction to publicly held companies for compensation paid to the CEO and any of the four most highly compensated officers to the extent that compensation exceeds $1,000,000 per covered officer in any fiscal year. The limitation applies only to compensation that is not considered to be performance-based. Under the Treasury Regulations corresponding to Section 162(m) of the Internal Revenue Code, compensation received through the exercise of an option will not be subject to the $1,000,000 limit if it qualifies as “qualified performance-based compensation” within the meaning of Section 162(m). It is the Committee’s objective that, so long as it is consistent with the Company’s overall business, compensation and retention objectives, the Company will, to the extent reasonable, endeavor to keep executive compensation deductible for federal income tax purposes. Although our preference is to keep executive compensation deductible for federal income tax purposes, our stockholders have not approved our Incentive Plan, or the performance goals under our Incentive Plan; therefore, we expect that any payments under the Incentive Plan will not qualify as “performance-based compensation” under 162(m).

 

In fiscal year 2008, no portion of a tax deduction was disallowed under Section 162(m).

 

Option Granting Practices and Timing

The Compensation Committee has implemented a process whereby new employee equity grants and special stock grants are granted and priced on the first Wednesday of each calendar month (the “Monthly Grant Date”). The purpose of this process is to minimize the administrative burdens that would be created with multiple monthly grant dates and to ensure that all required approvals are obtained on or before the Monthly Grant Date. If the Monthly Grant Date occurs on a Company

holiday, or on other days that the Company or Nasdaq is closed for business, the Monthly Grant Date will be the next regularly scheduled business day. The Compensation Committee does not have any program, plan or practice to time option grants to its executives in coordination with the release of material non-public information.

 

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board consists of Messrs. Rhines, Sherman and Smith. None of these directors was an officer or employee of the Company at any time during the fiscal year ended March 29, 2008.

 

No executive officer of the Company has ever served as a member of the board of directors or the compensation committee of another entity that has or has had at the time of his service or during the same fiscal year one or more executive officers serving as a member of the Company’s Board or Compensation Committee.

 

 

We, the Compensation Committee of the Board of Directors, have reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) required by the rules of the SEC and contained within the Executive Compensation section of this Proxy Statement with management of the Company. Based on such review and discussion, we have recommended to the Board of Directors that the CD&A be included as part of this proxy filing.

 

Submitted by the Compensation Committee of the Board of Directors:

 

William D. Sherman, Chairman

Walden C. Rhines

Robert H. Smith

 

The following table provides certain summary information concerning the compensation earned by the following executive officers (“Named Officers”): the Company’s CEO, CFO, former CEO, former Vice President of Worldwide Sales, and each of the three other most highly compensated executive officers of the Company for the fiscal year ended March 29, 2008. The table sets forth compensation for services rendered in all capacities to the Company and its subsidiaries for the fiscal year ended March 29, 2008.

 

Grants of Plan-Based Awards

 

The following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended March 29, 2008 to the named executive officers. All of the stock options reflected in the table were granted under our 2006 Equity Incentive Plan. Each stock option has a maximum term of ten years, subject to earlier termination if the optionee’s services are terminated. Unless noted above, the exercisability of options vests with respect to 25% of the shares underlying the option one year after the date of grant and with respect to the remaining shares underlying the option thereafter in 36 equal monthly installments. The exercise price of each stock option is equal to the closing price of our common stock on the date of grant. The amounts reflected in the column “Estimated Further Payouts Under Non-Equity Incentive Plan Awards” set forth potential payouts under the Company’s 2007 Management and Key Individual Contributor Incentive Plan, which is described further at page 21.

 

 

Outstanding Equity Awards at Fiscal Year-End

 

The following table provides information concerning the outstanding equity award holdings held by our named executive officers as of March 29, 2008.