Term of Director Plan. The Plan will expire on December 31, 2017.
Director Plan Administration. The Compensation Committee of the Board of Directors administers the Director Plan. If any corporate
event affecting our common stock occurs, including any merger, consolidation, recapitalization, reclassification, stock split-up, stock dividend, combination of shares or otherwise, the Compensation Committee may make an appropriate and equitable
adjustment in the number and kind of shares as to which all outstanding options shall be exercisable, to the end that after such event the optionees proportionate interest shall be maintained as before the occurrence of such event.
Other Provisions. The Board of Directors may amend, alter or discontinue the Director Plan, but no amendment, alteration or
discontinuation may be made that would impair rights under an option previously granted without the participants consent, or that would increase the maximum number of shares available under the Director Plan without stockholder approval.
Options will be exercisable during the lifetime of the optionee by him or her only, and will not be transferable, except by
will or the laws of descent and distribution.
Tax Rules. The following is a brief summary of certain federal income
tax consequences of certain transactions under the Director Plan based on federal income tax laws in effect on the date hereof. This summary is not intended to be exhaustive and does not describe state or local tax consequences.
In general: (i) no income will be recognized by an optionee at the time a nonqualified option is granted; (ii) at the time of
exercise of a nonqualified option, ordinary income will be recognized by the optionee in an amount equal to the difference between the purchase price paid for the shares and the fair market value of the shares if they are nonrestricted on the date
of exercise; and (iii) at the time of sale of shares acquired pursuant to the exercise of a nonqualified option, any appreciation (or depreciation) in the value of the shares after the date of exercise will be treated as either short-term or
long-term capital gain (or loss) depending on how long the shares have been held.
Information about our equity
compensation plans. The table set forth above on page 23 summarizes information about our equity compensation plans as of December 31, 2011. For additional information about our equity compensation plans, see note 5 to our financial
statements in Item 8 of our 2011 Annual Report on Form 10-K.
Recommendation and Vote Required
The Board unanimously recommends that the stockholders vote FOR this Proposal.
The affirmative vote of a majority of the votes entitled to be cast by the holders of the Companys Common Stock present or
represented at the Annual Meeting and entitled to vote thereon is required to approve the amendment to the Director Plan.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Company has appointed Grant Thornton LLP as the Companys independent auditors for the fiscal year ending December 31, 2012. Ratification of the appointment of Grant Thornton LLP as the
Companys independent auditors will require the affirmative vote of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote at the Annual Meeting. In the event stockholders do not ratify the appointment
of Grant Thornton LLP as the Companys independent auditors, such appointment may be reconsidered by the Audit Committee and the Board of Directors. Representatives of Grant Thornton LLP will be present at the Annual Meeting to respond to
appropriate questions and to make such statements as they may desire.
The Board of Directors of the Company recommends a vote
FOR ratification of Grant Thornton LLP as the Companys independent auditors for the fiscal year ending December 31, 2012.