For purposes of the 2011 MSU awards, the Company's performance will be measured against the iShares Russell 2000 Index (the "Index"). The Company used the Index for this program to ensure objectivity in measuring the Company's performance. Total stockholder return of the Company will be calculated by comparing the Company's 30-day average share price following its earnings release for fiscal 2010 and 2011, respectively, as adjusted for dividends, if any. The performance of the Index will be calculated by comparing the 30-day average closing Index value for the same two periods. For every 1% increase or decrease in the Company's performance compared to the Index, the number of MSUs earned will increase or decrease by 3%, respectively, subject to the maximum payout of 150% of target.

For executive officers hired in 2008 and before, one-third of the earned MSUs will vest on the later of the Board's certification of the Company's performance under the 2011 MSU program and April 1, 2012. The remaining earned MSUs will vest in equal installments on each of April 1, 2013 and 2014. For executive officers hired in 2009 and thereafter, two-thirds of the MSUs will vest on April 1, 2013 and one-third of the MSUs will vest on April 1, 2014. All of the foregoing is limited by and subject to the award agreement and Company's Restated 1996 Flexible Stock Incentive Plan (the "1996 Plan"), including the accelerated vesting, tax withholding, continuing service, and forfeiture provisions thereunder.

In addition, the Board of Directors amended the 1996 Plan to accommodate the granting and vesting of the MSUs. Section 8 of the 1996 Plan was amended to permit the administrator of the 1996 Plan to set vesting criteria for restricted stock units, including MSUs, that include performance objectives based upon the achievement of Company-wide, departmental, or individual goals. The Board also approved a form of award agreement for the MSUs that will be used to grant the MSUs under the terms described above.