The Company grants stock options and administers the Employee Stock Purchase Plan with the intent of aligning the interests of management and shareholders. Accordingly, the Company expects management to retain ownership of a material portion of Company stock obtained through these programs.

Guidelines

• Long-term incentive compensation plan participants and members of the board of directors should reach and maintain a targeted level of equity ownership in the Company.
• Ownership targets for management are a multiple of base salary, varying by management level (See table below).
• The ownership target for directors is five times the annual retainer for a director (exclusive of board meeting fees).
• Ownership levels should be reached within five years after the date of the first promotion to the applicable management level or to the board of directors, as applicable.
• Ownership levels will be determined by including stock acquired through open market, stock option and Employee Stock Purchase Plan purchases, shares obtained in lieu of earned compensation, shares vested under restricted stock grants, and the "in the money" value of vested stock options.

Targeted Ownership by Management Level