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of determining the long-term or short-term nature of any capital gain or loss recognized on a subsequent disposition of the
            stock will begin. If a participant makes a Section 83(b) election, the participant will recognize ordinary income equal to the
            difference between the stock’s fair market value and the purchase price, if any, as of the date of receipt and the holding period
            for purposes of characterizing as long-term or short-term any subsequent gain or loss will begin at the date of receipt.

               With respect to employees, we are generally required to withhold from regular wages or supplemental wage payments
            an amount based on the ordinary income recognized. Subject to the requirement of reasonableness, the provisions of Section
            162(m) of the Code and the satisfaction of a tax reporting obligation, we will generally be entitled to a business expense
            deduction equal to the taxable ordinary income realized by the participant.

               Upon disposition of the stock, the participant will recognize a capital gain or loss equal to the difference between the
            selling price and the sum of the amount paid for such stock plus any amount recognized as ordinary income with respect to
            the stock. Such gain or loss will be long-term or short-term depending on whether the stock has been held for more than one
            year.

               Stock Bonus Awards.  Upon receipt of a stock bonus award, the participant will recognize ordinary income equal to
            the excess, if any, of the fair market value of the shares on the date of issuance over the purchase price, if any, paid for those
            shares.  We will be entitled (subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and
            the satisfaction of a tax reporting obligation) to a corresponding income tax deduction in the tax year in which such ordinary
            income is recognized by the participant.
               However, if the shares issued upon the grant of a stock bonus award are unvested and subject to reacquisition or repur-
            chase by the Company in the event of the participant’s termination of service prior to vesting in those shares, the participant
            will not recognize any taxable income at the time of issuance, but will have to report as ordinary income, as and when the
            Company’s reacquisition or repurchase right lapses, an amount equal to the excess of the fair market value of the shares on
            the date the reacquisition or repurchase right lapses over the purchase price, if any, paid for the shares. The participant may,
            however, elect under Section 83(b) of the Code to include as ordinary income in the year of issuance an amount equal to the
            excess of the fair market value of the shares on the date of issuance, over the purchase price, if any, paid for such shares. If
            the Section 83(b) election is made, the participant will not recognize any additional income as and when the reacquisition or
            repurchase right lapses.
               Upon disposition of the stock acquired upon the receipt of a stock bonus award, the participant will recognize a capital
            gain or loss equal to the difference between the selling price and the sum of the amount paid for such stock plus any amount
            recognized as ordinary income upon issuance (or vesting) of the stock. Such gain or loss will be long-term or short-term
            depending on whether the stock was held for more than one year.

               Stock Appreciation Rights.  A participant receiving a stock appreciation right will not recognize income, and we will not
            be allowed a tax deduction, at the time the award is granted. When a participant exercises the stock appreciation right, the
            fair market value of any shares of common stock received will be ordinary income to the participant and will be allowed as a
            deduction to us for federal income tax purposes.

               Potential Limitation on Company Deductions
               Section 162(m) of the Code denies a deduction to any publicly held corporation for compensation paid to a Covered
            Employee in a taxable year to the extent that compensation to such Covered Employee exceeds $1 million. It is possible that
            compensation attributable to awards, when combined with all other types of compensation received by a Covered Employee
            from the Company, may cause this limitation to be exceeded in any particular year.

               Certain kinds of compensation, including qualified “performance-based compensation,” are disregarded for purposes of
            the deduction limitation. In accordance with Treasury Regulations issued under Section 162(m), compensation attributable
            to stock options will qualify as performance-based compensation if the award is granted by a committee solely comprising
            Outside Directors and, among other things, the plan contains a per-employee limitation on the number of shares for which
            such awards may be granted during a specified period, the per-employee limitation is approved by the stockholders, and the
            exercise price of the award is no less than the fair market value of the stock on the date of grant.  The 2010 Plan is designed to
            comply with this exception from the deduction limitation under Section 162(m).



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