follows: (1) on the date of the annual stockholders meeting, each outside director is automatically granted
restricted stock units with a fair market value of $100,000, which restricted stock units will vest 100% on the
earlier of (i) the date of the next annual stockholders meeting or (ii) one year from the date of grant, provided the
outside director is providing services to the Company or a subsidiary on that date; and (2) each individual who
first becomes an outside director is automatically granted a one-time grant, effective as of the date of
appointment, equal to the grant he or she would have received if he or she had been elected at the previous
annual stockholders meeting, pro-rated based on the number of days such director will actually serve before the
one-year anniversary of such previous annual stockholders meeting, which restricted stock units will vest 100%
one year from the date of grant, provided the outside director is providing services to the Company or a
subsidiary on that date. Notwithstanding the foregoing, in the event of an outside director's termination of service
due to his or her death, all unvested restricted stock units will immediately become 100% vested. Restricted stock
units are awarded or sold subject to such terms and conditions as established by the Compensation Committee,
which may include the requirement that the holder forfeit the restricted stock units upon termination of service
during the period of restriction. Based upon the recommendation of FWC in 2011, effective January 1, 2012, the
annual grant of restricted stock units was increased from $100,000 to $120,000.
and number of shares subject to awards in the event of a dividend or other distribution, recapitalization, stock
split, reorganization, merger or certain other corporate transactions. Subject to certain limitations, the
Compensation Committee is authorized to amend the 2008 Incentive Plan as it deems necessary, but no
amendment may adversely affect the rights of a participant with respect to an outstanding award without the
participant's consent.