Management Share Ownership Policy

We have a share ownership policy which applies to all members of our management team at the vice president level and above. The purpose of the policy is to ensure that our senior management team accumulates a meaningful ownership stake in the company over time 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 are 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 executive to date in excess of $100,000; or 
• a specific multiple of the executive's base salary.

The salary multiples range from one times salary for vice presidents to three times salary for our chief operating officer and chief financial officer.  The salary multiple requirement is five times salary for our chief executive officer. As of December 31, 2008, our chief executive officer and chief financial officer were in compliance with policy and compliance varied among the remaining members of management.