The Equity Plan does not contain an "evergreen" provision whereby the number of authorized shares is
automatically increased on a regular basis. In addition, the Equity Plan prohibits us from loaning, or
guaranteeing the loan of, funds to participants under the Equity Plan.
RSUs, stock appreciation rights or any combination thereof.
certain requirements under section 162(m) of the Internal Revenue Code, whereby all eligible persons can
receive awards covering up to a maximum of 2,000,000 shares per fiscal year (the "Annual Award Limit"). As
proposed to be amended, new employees of the Company would be eligible to receive up to twice the amount
of the Annual Award Limit.
that takes into consideration current market trends, stock values, the design of our performance-based equity
program and our ability to attract and retain key employees. We believe that amending the eligibility
provisions of the Equity Plan to increase the number of shares covered by awards to new employees to
4,000,000 per fiscal year will provide the Compensation Committee and the Board of Directors with the
necessary flexibility to attract and recruit key employees by setting the equity component of compensation at
appropriate and competitive levels.
Compensation Committee, as administrator, or the Board of Directors with respect to awards granted to the Chief
Executive Officer, and cannot be determined in advance. Future awards under the Equity Plan to directors,
executive officers and other employees are discretionary, and therefore not determinable at this time.
person or by proxy and voting for or against the proposal.