(ii) the occurrence of a transaction requiring stockholder approval and involving the sale of all or substantially all
of our assets or the merger of our Company with or into another corporation.
Retirement Agreement, following such Named Executive Officer's retirement at a minimum of age 55 and
10 years of service with the Company ("Retirement"), (i) the Named Executive Officer's outstanding equity
awards will continue to vest in accordance with their respective vesting schedules for 12 months following
Retirement and (ii) all stock appreciation rights vested upon Retirement, or during the 12 months following
Retirement, will remain exercisable for the 12 months following Retirement or 90 days after vesting, whichever
is later. The foregoing vesting and exercise provisions apply to all equity awards outstanding on the date of the
Executive Retirement Agreement and to all future equity awards granted to such Named Executive Officer.
or suppliers of, the Company and from soliciting the Company's employees or independent contractors for
12 months following such Named Executive Officer's Retirement. In addition, the Executive Retirement
Agreement contains a clawback provision pursuant to which the Named Executive Officer's compensation will
be subject to recovery by the Company if, in the year such compensation is paid or within the three year period
thereafter, (i) the Company is required to prepare an accounting restatement due to material noncompliance by
the Company or an affiliate with any financial reporting requirement under applicable securities laws and during
such three year period the Named Executive Officer was either a named executive officer of the Company or an
employee of the Company who was responsible for the preparation of the Company's financial statements, or
(ii) the Company is required by applicable law to require repayment by the Named Executive Officer of such
the table, the Company based the stock distribution values on a price of $79.36 per share, which was the closing
price of the Common Stock on the Nasdaq as of December 31, 2011.