Board Share Ownership Policy

We have a share ownership policy which applies to all non-management members of our board. The purpose of the policy is to encourage our board to have an ownership stake in the company by retaining a specified number of shares of our common stock.

Both shares owned directly and shares underlying vested but unexercised stock options, stock appreciation rights and restricted stock units are included in the determination of whether the share ownership guidelines have been met. The total net realizable share value retained must have a current market value of not less than the lower of:

• 25% of the total equity award value realized by the board member to date in excess of $100,000; or 
• five times the annual board retainer of $24,000 or $120,000.

Each of the board members meets these share ownership guidelines as of December 31, 2008. Mr. Thiry, as chief executive officer, is subject to the management share ownership policy and meets the guidelines set forth in that policy.

A copy of the management share ownership policy is available on this website.