For the fiscal years ended June 26, 2011, June 27, 2010, and June 28, 2009, stock-based compensation awards were granted under Amended and Restated 2000 Incentive Plan (“2000 Plan”) and awards remained outstanding under this 2000 Plan and the 1997 Employee Stock Incentive Plan (“1997 Plan”). Options granted under the Company's stock-based compensation plans before November 22, 2004, generally became exercisable in annual installments of 25 percent beginning on the first anniversary date, and expire after seven years. Options granted after November 22, 2004, generally became exercisable in annual installments of 331/3 percent beginning on the first anniversary date, and expire after five years.

Under the 1997 Plan, options to purchase shares of the Company’s common stock may be granted to the Company’s employees and consultants. In addition, other stock-based awards (e.g., restricted stock units (“RSUs”), share appreciation rights and performance shares) may be granted, among other awards. As noted below, on November 22, 2004, the Company’s stockholders approved an amendment to the 2000 Plan to increase the authorized number of shares from 7,500,000 to 12,000,000 and discontinued further grants under the 1997 Plan.

Under the 2000 Plan, options to purchase shares of the Company’s common stock and other stock-based awards (including without limitation, RSUs) may be granted to the Company’s employees, consultants, officers and directors. The terms of the 2000 Plan were substantially similar to those under the 1997 Plan. On November 22, 2004, the Company’s stockholders approved an amendment to the 2000 Plan which, among other things, increased the authorized number of shares to be granted from 7,500,000 to 12,000,000.

The amendment also changed the maximum expiration term on future option awards to five years, and contained certain limitations on the maximum number of shares that may be awarded to an individual. No awards may be made under the 2000 Plan after August 24, 2014. As of June 26, 2011, there were 509,616 shares available for future awards under the 2000 Plan.

The Company issues new shares to fulfill the obligations under all of its stock-based compensation awards. Such shares are subject to registration under applicable securities laws, including pursuant to the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”), unless an applicable exemption applies.

	Stock Option Shares			Weighted Average Option Exercise Price per Share		Weighted Average Grant Date Fair Value per Share		Aggregate Intrinsic Value
Outstanding, June 29, 2008		9,360		$	40.43			$	2,568
Granted		3,151		$	15.16	$	6.38
Exercised		(224	)	$	13.47			$	411
Expired or forfeited		(4,039	)	$	42.71
Outstanding, June 28, 2009		8,248		$	30.40			$	3,738
Granted		268		$	19.03	$	6.11
Exercised		(351	)	$	16.02			$	1,674
Expired or forfeited		(2,380	)	$	37.31
Outstanding, June 27, 2010		5,785		$	27.88			$	13,946
Granted		31		$	23.42	$	6.66
Exercised		(791	)	$	14.42			$	11,153
Expired or forfeited		(2,033	)	$	42.75
Outstanding, June 26, 2011		2,992		$	21.30			$	22,154

For the fiscal years ended June 26, 2011, June 27, 2010, and June 28, 2009, the Company received proceeds of $11.4 million, $5.6 million and $3.0 million, respectively, as a result of the exercise of stock options. The tax benefit realized for the tax deductions from stock-based awards was $1.4 million for fiscal year ended June 26, 2011 and zero for the fiscal years ended June 27, 2010 and June 28, 2009, respectively.

		June 26, 2011
		Outstanding							Exercisable
Range of Exercise Price per Share		Number Outstanding		Weighted Average Remaining Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value	Number Exercisable		Weighted Average Remaining Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value
$	0.0 to $12.95		854		2.81	$	12.83			473		2.80	$	12.81
$	13.56 to $18.35		143		2.83		14.38			83		2.63		13.81
$	18.55 to $18.55		966		2.11		18.55			508		2.11		18.55
$	18.62 to $43.00		1,029		1.26		31.86			841		0.80		34.57
			2,992		2.05	$	21.30	$22,154		1,905		1.72	$	23.99	$11,769

	Restricted Stock Units			Weighted Average Grant Date Fair Value Per Share		Aggregate Intrinsic Value
Outstanding, June 29, 2008		1		$	48.10	$	13
Granted		446		$	17.39
Vested		(92	)	$	12.06	$	1,111
Expired or forfeited		—
Outstanding, June 28, 2009		355		$	17.84	$	5,215
Granted		203		$	19.26
Vested		(101	)	$	19.38	$	1,960
Expired or forfeited		(5	)
Outstanding, June 27, 2010		452		$	18.49	$	9,113
Granted		1,984		$	21.37
Vested		(342	)	$	18.73	$	9,719
Expired or forfeited		(43	)
Outstanding, June 26, 2011		2,051		$	21.22	$	53,501

The Company's stock-based compensation plan permits the reduction of a participant’s RSUs for purposes of settling a participant’s income tax withholding obligation. During the fiscal years ended June 26, 2011, June 27, 2010 and June 28, 2009, the Company withheld RSUs representing 124,363, 39,744 and 41,827 shares, respectively, to fund participant income tax withholding obligations.

Starting in fiscal year 2010, the Company has made awards of RSUs with performance vesting (non-market-based) criteria to executives and certain key employees pursuant to the 2000 Plan. The awards were granted at the market price of the underlying share of the Company’s common stock on the date of grant. Any vesting of such awards would take place upon the achievement of certain performance goals, and otherwise subject to the terms and conditions of the 2000 Plan and applicable award documentation. The performance goals for the awards vary depending on the executive officer or key employee. For grants made in fiscal 2011, performance goals must be achieved generally on or before the end of the Company’s fiscal year 2012 for the awards to vest, although some of the awards provide for achievement of performance goals on or before earlier dates. The Company granted 311,212 and 170,000 RSUs with performance vesting criteria in fiscal years 2011 and 2010, respectively. The Company recognized $3.8 million and $1.9 million of expense for these awards during fiscal years 2011 and fiscal 2010, respectively, based on actual achievement or the determination that the achievement of certain of the performance goals was probable within the time established for the awards.

In the fourth quarter of fiscal year 2011, the Company granted RSUs with market-based vesting criteria to executives and certain key employees pursuant to the 2000 Plan. These market-based awards vest (or fail to vest) as of the end of the Company’s fiscal year 2014 but the actual number of these awards which will ultimately vest is based on the average closing market price of the Company’s common stock computed over the Company’s 2014 fiscal year, and otherwise subject to the terms and conditions of the 2000 Plan and applicable award documentation. The fair value of these awards was estimated using the Monte Carlo Simulation method which takes into account the probability that the market conditions of these awards will be achieved. Compensation costs related to awards with a market-based condition are recognized regardless of whether the market conditions are satisfied, provided that the requisite service has been provided. The Company granted 366,100 RSUs with market-based vesting criteria in fiscal 2011. Due to the timing of the grant of the award at the end of the fourth quarter of fiscal 2011, there was no expense associated with these awards recognized by the Company in fiscal 2011.

In addition to the performance and market-based RSUs, during the year ended June 26, 2011, the Company made awards of 1,272,730 RSUs to employees, and 34,335 RSUs to members of the Board of Directors, in each case under the 2000 Plan, and which awards provided for vesting over a period of service, subject to the terms and conditions of the 2000 Plan and applicable award documentation. For the awards made to employees, the vesting of awards generally takes place in equal installments over each of the first three anniversaries of the date of grant. The awards made to members of the Board of Directors were made as part of the Board’s annual director compensation program, under which the vesting of awards takes place on the first anniversary of the date of grant.

During fiscal year 2009, a one-time $1.8 million decrease in stock option expense was recorded due to a correction of an error in accounting for stock options issued in 2008. This one-time decrease primarily affected selling, general and administrative expense.

Certain of the Company’s RSU and option award agreements provide for the vesting of one or more installments upon the satisfaction of certain conditions, among them certain conditions for an awardees’ retirement from service from the Company. For the year ended June 26, 2011, the Company recorded an aggregate of $0.8 million for awardees determined to be potentially eligible for retirement under applicable award agreements and such amount is included in the total selling, general and administrative, research and development, and cost of sales expense lines above.

The total unrecognized compensation expense for outstanding stock options and RSUs was $38.3 million as of June 26, 2011, and will be recognized, in general, over three years, except for performance-based RSUs, and one stock option award and RSU award made to the Chief Executive Officer (“the CEO”). The awards to the CEO (which are included in the awards disclosed above), include an option to purchase 750,000 shares and an award of RSUs in the amount of 250,000 shares made to the CEO during fiscal year 2008 as provided for under his employment agreement. The compensation expense for the CEO’s awards made during fiscal year 2008 is being recognized over five years. The unrecognized compensation expense for the outstanding performance based RSUs will be recognized when it is determined that it is probable the goals will be achieved or upon achievement of the goals, whichever event occurs first. The weighted average number of years to recognize the total compensation expense (including that of the CEO) is 1.7 years.

The fair value of the stock options associated with the above compensation expense for the fiscal years ended June 26, 2011, June 27, 2010, and June 28, 2009, respectively, was determined at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

During the period from April 2007 through August 2008 (“Suspension Period”), the Company was unable to issue registered shares to settle stock option exercises as the Company was not current with its periodic filings with the SEC as a result of the Audit Committee’s investigation of the Company’s accounting practices. As such, the Company applied the “simplified” method to determine the expected life of stock options at the date of grant as it could not rely on its historical exercise data due to the impact the Suspension Period had on the historical exercise data. Beginning in fiscal 2011, the Company estimates the expected term of options using historical exercise and forfeiture data. The risk-free interest rate is based on U.S. Treasury securities with maturities equal to the expected life of the option.

With respect to volatility, the Company has certain financial instruments that are publicly traded from which it can derive the implied volatility. The Company uses market implied volatility of options for valuing its stock options. The Company believes implied volatility is a better indicator of expected volatility because it considers option trader’s forecast of future stock price volatility.

The Company’s amended 1984 Employee Stock Participation Plan (“Amended ESPP”), has been suspended since April 2007. Participation in the Amended ESPP has remained suspended through fiscal year 2011. No shares have been issued during the suspension of the Amended ESPP and 755,542 shares remained unissued at June 26, 2011.

The Company has a deferred compensation plan which provides directors, executive management and other key employees with the ability to defer the receipt of compensation in order to accumulate retirement funds on a tax deferred basis. The Company does not make contributions to the deferred compensation plan or guarantee returns on the investments. Participant deferrals and investment gains and losses remain the Company’s assets and are subject to claims of general creditors.

The assets and liabilities of the deferred compensation plan are recorded at fair value each reporting period with the changes in fair value recorded in other income (expense). As of June 26, 2011 and June 27, 2010, the fair value of the assets was $7.8 million and $7.3 million, respectively, and the fair value of the liabilities was $7.6 million and $6.0 million. The Company recorded net changes in fair value for the deferred compensation plan in other expense, net of $0.4 million, $0.4 million and $0.5 million for fiscal years 2011, 2010 and 2009, respectively.

The Company sponsors a 401(k) plan which provides participating employees with an opportunity to accumulate funds for retirement. The Company’s contributions to the 401(k) plan were $2.5 million, $2.9 million, and $3.0 million for fiscal years 2011, 2010 and 2009, respectively.