1.

Share Reserve. As of December 31, 2015, 213,997 shares of our common stock had been issued against the total shares authorized under the Amended and Restated Plan, 5,719,707 shares were reserved for issuance for outstanding awards and 1,681,010 shares had reverted to the share reserve due to termination, expiration, and, with respect to restricted stock units, withholding or tendering for tax liabilities. Accordingly, only 1,247,306 shares were available for future grants of awards as of such date. The share authorization net increase of 3,752,694 shares (resulting in a total available reserve of 5,000,000 shares for new awards as of the effective date, less grants made since December 31, 2015), will help us to have a sufficient reserve of common stock available under the Second Amended and Restated Plan to allow us to continue to provide equity incentives to our executive officers and employees at a competitive level.

2.

Share Counting. The share-counting methodology that we will use under the Second Amended and Restated Plan is different from that previously used. In particular, under the Amended and Restated Plan, each share of our common stock granted subject to an award other than a stock option or stock appreciation right counted against the aggregate Amended and Restated Plan limit as 2.6 shares, even though only one share was actually granted. Under the Second Amended and Restated Plan, each share of our common stock that is subject to an award other than a stock option or stock appreciation right granted after December 31, 2015 will count against the aggregate Second Amended and Restated Plan limit as 2.25 shares.

3.

Cap on Non-employee Director Compensation. The Second Amended and Restated Plan provides that the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all awards under the Second Amended and Restated Plan and all cash compensation, whether granted under the Second Amended and Restated Plan or otherwise, granted to any non-employee director during any single calendar year shall not exceed $750,000.

4.

Cancellation of Awards; Clawback or Recoupment. The Second Amended and Restated Plan provides that any award shall be cancelled if the participant, without the consent of the company, violates a non-competition, non-solicitation or non-disclosure covenant or agreement or otherwise engages in activity or material misconduct that is in conflict with or adverse to the interest of the company or any subsidiary (including conduct contributing to any financial restatement or financial irregularities), as determined by the Executive Compensation Committee of the Company's Board of Directors in its sole discretion. Furthermore, all compensation awarded under the Second Amended and Restated Plan and prior plans will be subject to recovery or other penalties pursuant to (i) any clawback policy of the Company, as may be adopted or amended from time to time, and (ii) any applicable law, rule or regulation or applicable stock exchange rule, including, without limitation, Section 304 of the Sarbanes Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 10D of the Securities Exchange Act of 1934 and any applicable stock exchange listing rule adopted pursuant thereto. The Second Amended and Restated Plan provides that, by accepting an award under the Second Amended and Restated Plan, a participant agrees to such recovery or other penalties.

5.

Minimum Vesting. The Second Amended and Restated Plan generally prohibits options and stock appreciation rights granted after the Second Amended and Restated Plan's effective date from vesting in less than one year from the date of grant. The Second Amended and Restated Plan also allows a limited exception, that with respect to options or stock appreciation rights, up to five percent of the available shares authorized for issuance under the Second Amended and Restated Plan as of the Second Amended and Restated Plan's effective date may vest (in full or in part) in less than one year from their grant date. Options and stock appreciation rights that vest in full or in part upon the participant's death or disability or upon a change in control of the company will not count toward this five percent limit.

6.

Termination Date. The termination date was extended to the tenth anniversary of the effective date of the Second Amended and Restated Plan, which will be May 24, 2026.

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Election of eight directors to serve until their successors are duly elected and qualified at the next annual meeting of stockholders or until their earlier death, resignation or removal;

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Advisory approval of the Company's executive compensation;

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Approval of the Second Amended and Restated 2010 Omnibus Incentive Plan; and

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Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016.