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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing:
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1)
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Amount previously paid:
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2)
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Form, Schedule or Registration Statement No:
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3)
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Filing Party:
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4)
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Date Filed:
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Name
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Fee Earned or Paid in Cash ($)
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Options Awards($)(1)(2)
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Total ($)
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Gillon Beck
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62,000
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65,120
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127,120
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Yoram Bronicki(3)
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885,317
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None
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885,317
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Ami Boehm
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67,500
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65,120(4)
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132,620
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Dan Falk
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82,000
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65,120(4)
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147,120
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Robert F. Clarke
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66,000
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65,120(4)
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131,120
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David Granot
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69,500
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65,120(4)
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134,620
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Robert E. Joyal
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68,500
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65,120(4)
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133,620
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Yehudit Bronicki
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61,500
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None
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61,500
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Ravit Barniv
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5,000
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None
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5,000
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Stanley Stern
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5,000
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None
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5,000
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(1)
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Represents the grant date fair value in accordance with accounting guidance for stock compensation. For a discussion of the assumptions used in reaching this valuation, see note 1 to the Summary Compensation Table.
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(2)
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At fiscal year-end, each non-management director held the following aggregate number of option awards: (i) Mr. Beck held options to purchase 37,500 shares; (ii) Mr. Boehm held options to purchase 37,500 shares; (iii) Mr. Granot held options to purchase 22,500 shares; (iv) Mr. Joyal held options to purchase 22,500 shares; (v) Mr. Falk held options to purchase 30,000 shares; and (vi) Mr. Clarke held options to purchase 30,000 shares.
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(3)
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Includes an annual salary of $168,000, annual bonus of $640,000 and other related benefits of $77,317 payable in accordance with the terms of his employment agreement.
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(4)
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The amounts reported in the Options Awards column for Messrs. Boehm, Falk, Clarke, Granot and Joyal correct the corresponding amounts reported in the Director Compensation Table on page 33 of the Company’s definitive proxy statement filed with the SEC on March 25, 2016 from $65,210 to $65,120.
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