TABLE OF CONTENTS
-i-
PART I
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Submission of Matters to a Vote of Security Holders
PART II
Item 5.
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.
Selected Financial Data
Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accounting Fees and Services
Item 15.
Exhibits, Financial Statement Schedules
ACTION TO BE TAKEN AT ANNUAL MEETING
PERSONS MAKING THE SOLICITATION
OUTSTANDING CAPITAL STOCK
QUORUM AND VOTING
ELECTION OF DIRECTORS
Nominees For Election As Director
Directors Remaining In Office
MANAGEMENT
COMPENSATION DISCUSSION AND ANALYSIS
Objectives of NCIs Compensation Program
Elements of Executive Compensation
Determination and Administration of Compensation Programs and Amounts
Retirement Benefits
CEO Compensation
Deductibility of Compensation
REPORT OF THE COMPENSATION COMMITTEE
EXECUTIVE COMPENSATION
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Nonqualified Deferred Compensation Plans
Pension Benefits
Employment Agreements
Potential Payments upon Termination or Change-in-Control
Compensation Committee Interlocks and Insider Participation
SECURITIES RESERVED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
BOARD OF DIRECTORS
Independence and Meetings
Board Committees
Executive Committee
Audit Committee
Compensation Committee
Nominating and Corporate Governance Committee
Compensation of Directors
CORPORATE GOVERNANCE
COMMUNICATIONS WITH OUR BOARD
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
TRANSACTIONS WITH DIRECTORS, OFFICERS AND AFFILIATES
AUDIT COMMITTEE AND AUDITORS
Report of the Audit Committee
Our Independent Registered Public Accounting Firm and Audit Fees
Pre-Approval Policies and Procedures for Audit and Non-Audit Services
i
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
General
Required Affirmative Vote
ADDITIONAL INFORMATION
Stockholder Proposals for 2008 Annual Meeting
Stockholder Proposals for Fiscal Year 2009 Proxy Statement
Advance Notice Required for Stockholder Nominations and Proposals
Delivery of Proxy Statement
MISCELLANEOUS
ii