Stock Ownership Guidelines

Stock Ownership Guidelines



(As adopted December 2, 2010)


To more closely align the interests of the Company’s officers and directors with the interests of the Company’s shareholders, the Company’s board of directors believes that the Company’s named executive officers (as defined pursuant to Section 402 of Regulation S-K) and directors should own and hold common stock of the Company in an amount determined by the multiples set forth below:


Title
Multiple
Chief Executive Officer
6 times annual base salary
Chief Financial Officer
2 times annual base salary
Other Named Executive Officers
1 times annual base salary
Non-employee Directors
5 times annual cash retainer

The multiple used to calculate the ownership requirements for all non-employee directors is based on the then current annual cash retainer payable to non-employee directors and does not include any special retainers paid for service as the chairman of a committee of the Board of Directors. For the avoidance of doubt, the Chairman of the Board of Directors’ multiple will be based on the annual cash retainer payable to him for service as the Chairman of the Board of Directors.


Current officers and non-employee directors must achieve the guidelines within five years from the implementation of such guidelines. Newly elected officers and non-employee directors must achieve the guidelines within five years from the date of their initial election.


Shares counted toward the ownership requirement include all shares beneficially owned by an officer or director, as such term is defined under Rule 13d-3 under the Exchange Act of 1934, excluding shares that would be deemed to be beneficially owned as a result of the ownership of stock options.


To facilitate compliance with the guidelines, fifty percent of the net after-tax profit shares acquired by the Chief Executive Officer and each Named Executive Officer through equity compensation programs (e.g., stock option exercises, earned performance shares and vested restricted shares) will be held until such officer satisfies the ownership guidelines. For these purposes “net profit shares” are the shares remaining after payment of any exercise price and taxes owed at the exercise of any option or stock appreciation right, vesting of restricted stock or earnout of performance shares. If the Chief Executive Officer or any of the Named Executive Officers fails to comply with the guidelines within five years, one hundred percent of such officer’s net after-tax profit shares acquired through equity compensation programs will be held until such officer meets the ownership guidelines.