This excerpt taken from the ATHR DEF 14A filed Apr 6, 2009.
The following report of the Compensation Committee does not constitute solicitation material, and shall not be deemed filed or incorporated by reference into any other filing by Atheros under the Securities Act of 1933, or the Securities Exchange Act of 1934.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with Atheros management. Based on this review and these discussions, the Compensation Committee recommended to the Board of Directors of Atheros that the Compensation Discussion and Analysis be included in Atheros annual report on Form 10-K and proxy statement on Schedule 14A.
Respectfully submitted on April 7, 2009, by the members of the Compensation Committee of the Board:
Andrew S. Rappaport
John L. Hennessy