Outside Director Stock Ownership Guidelines


Each outside director will be expected to own shares or hold vested deferred stock or vested restricted stock equal in value to five times the annual cash retainer ($90,000 at January 1, 2015, for a total guideline of $450,000) divided by the closing price of the Company’s common stock on December 31, 2014 for directors in office as of January 1, 2015. For any non-employee director appointed after January 1, 2015 the total guideline is five times the annual cash retainer divided by the closing price of the Company’s common stock on the last business day of the month during which the director was or is first appointed to the Board of Directors. Non-employee directors have three years to attain this guideline from January 1, 2015, or for new non-employee directors, four years from the date of the director’s appointment to the Board.


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