Whereas, the Company previously adopted the 2001 Plan pursuant to which the Company
may grant equity awards to its directors, officers and other employees in an effort to attract,
retain and motivate individuals who are expected to make important contributions to the Company.
The 2001 Plan was amended effective May 9, 2003.
Whereas, the Compensation Committee of the Board of Directors of the Company (the
Board) has recommended, and the Board has determined that it is in the best interests of
the Company and its shareholders to amend the 2001 Plan in accordance with the provisions hereof.
Now, therefore, based on the foregoing recitals, the Company hereby agrees as
1. Section 7.6 of the 2001 Plan, titled Payment, shall be revised to add at the end
In addition, the form of payment known commonly as net exercise shall be acceptable for
the exercise of nonqualified options under the 2001 Plan. Shares attributable to the
exercise price of an option through net exercise shall be deemed to have been issued, and
shall no longer be included in the Stock available for benefits under the 2001 Plan.
2. Section 10.2 of the 2001 Plan, titled Holding Period, shall be deleted in its
entirety effective as of September 23rd, 2010.
3. Except as modified in this Amendment, all other terms of the 2001 Plan shall remain in full
force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Amendment effective as of the date first