heading towards 'two strikes', page-6

PROPOSAL NO. 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION
We are providing you with the opportunity to vote to approve, on an advisory, non-binding basis, the
compensation of our executive officers named in the Summary Compensation Table under “Executive
Compensation.” Under Dodd-Frank, we are required to seek a non-binding advisory vote from our stockholders
to approve the compensation awarded to our named executive officers. This proposal, commonly known as a
“say-on-pay” proposal, gives you as a stockholder the opportunity to express your views on our named executive
officers’ compensation. This vote is not intended to address any specific element of our compensation programs,
but rather to address our overall approach to the compensation of our named executive officers described in this
proxy statement. The vote solicited by this proposal is advisory and its outcome will not be binding on the board
or require the board or the compensation committee to take any action. However, the compensation committee
values the opinions expressed by our stockholders in their vote on this proposal and expects to take into account
the outcome of this vote when evaluating future executive compensation arrangements for our named executive
officers.
We have in place comprehensive executive compensation programs. Our compensation committee
continually monitors executive compensation programs and adopt changes to reflect the marketplace in which we
compete for talent, as well as general economic, regulatory and legislative developments affecting executive
compensation. As described in detail under the heading “EXECUTIVE COMPENSATION— Compensation
Discussion and Analysis,” our executive compensation programs are designed to help us attract, retain and
motivate superior executive talent, while providing competitive and differentiated levels of pay based on
corporate and individual performance that reinforce the alignment of the interests of the members of our
executive management team with those of our stockholders.
The board is asking stockholders to cast a non-binding advisory vote on the following resolution:
“Resolved that the compensation paid to the Company’s named executive officers, as disclosed pursuant to
the disclosure rules of the Securities and Exchange Commission, including the “Compensation Discussion and
Analysis,” compensation tables and narrative discussions, is approved on a non-binding advisory basis.”

Under "Under Dodd-Frank", nothing to do with the ASX.

No mention of strike 1, strike 2 - all out.