www.sec.gov/Archives/edgar/data/886346/0001193125-08-07 -
[Cached Version]
Published on: 4/11/2008
Last Visited: 8/10/2008
Our board of directors has nominated Dr. John M. Albertine and Mr. Thomas C. Leonard for election as directors for the three-year term expiring in 2011.
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Our board of directors believes that the election of Dr. Albertine and Mr. Leonard as directors is in the best interests of our company and our stockholders and recommends a vote "FOR" their election.
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John M. Albertine Dr. Albertine, 63, has been a member of our board of directors since June 2001.Dr. Albertine has been the chairman and chief executive officer of Albertine Enterprises, Inc., a consulting and merchant-banking firm, since 1990.He also has served since 2005 as a principal of JJ&B, LLC, an investment bank he founded that provides finance, public policy and legal assistance to clients; since 2004 as the executive chairman of Global Delta, LLC, a Washington, D.C.-based government contractor specializing in advanced sensor radio frequency and electro-optical technologies; and since 2001 as the managing partner and founder of High Street Capital Management, LLC, a private equity fund.Dr. Albertine served as president of the American Business Conference, founded by Arthur Levitt, Jr., from 1981 to 1986; executive director of the Congressional Joint Economic Committee under Chairman Senator Lloyd Bentsen from 1979 to 1980; and as head of a presidential committee on aviation safety under President Ronald Reagan from 1987 to 1988.
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Dr. Albertine is also a director of Integral Systems, Inc., a manufacturer of satellite ground systems and equipment, and Midwest Air Group, the parent company of Midwest Airlines, a trustee and vice-chairman of the Virginia Retirement System, a public pension fund, and member of the Governor's Board of Economic Advisors for the State of Virginia.
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Our board of directors has determined that each of our non-employee directors, Dr. Albertine, Dr. Allen, Mr. Leonard and Mr. McKone, qualifies as an "independent director," as defined in the listing requirements of The New York Stock Exchange (NYSE), on which our common stock is listed.
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The current members of the audit committee are Mr. Leonard (chairman), Dr. Albertine, Dr. Allen and Mr. McKone, and their committee report is included in this proxy statement under the heading "Audit Committee Report."
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The current members of the compensation committee are Dr. Albertine (chairman), Mr. Leonard and Mr. McKone.
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The current members of the nominating and corporate governance committee are Dr. Allen (chairman), Dr. Albertine and Mr. McKone.
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John M. Albertine
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Shares beneficially owned by the following individuals or group include the following shares that could be acquired upon the exercise of stock options within 60 days of March 1, 2008: Dr. Albertine (8,334), Dr. Allen (16,667), Mr. McKone (25,000), Mr. Painter (706), Mr. Rainville (148,000) and all directors and executive officers as a group (203,507).
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Shares beneficially owned by the following individuals include the following shares underlying restricted stock units that will vest within 60 days of March 1, 2008: Dr. Albertine (1,250), Dr. Allen (1,250), Mr. Leonard (1,250), Mr. McKone (1,250) and all directors and executive officers as a group (5,000).
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Shares beneficially owned by the following individuals include shares of restricted stock that may not be sold or transferred until future dates: Dr. Albertine (11,500), Dr. Allen (11,300), Mr. Leonard (7,500) and Mr. McKone (12,500).
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Shares beneficially owned do not include 10,000 restricted shares held on March 1, 2008 by each of Dr. Albertine, Dr. Allen, Mr. Leonard and Mr. McKone, which were forfeited on March 29, 2008 and would have vested only if a change in control of the company had occurred prior to that date.