There are no arrangements or understandings between Mr. Tooman and any other persons pursuant to which he was selected as a director, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Board has determined that Mr. Tooman is an independent director under applicable Securities and Exchange Commission ("SEC") and NYSE Amex rules and regulations, and meets the additional criteria for independence of audit committee members set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended. The Board has also determined that Mr. Tooman qualifies as an "audit committee financial expert," within the meaning of SEC regulations. Mr. Tooman will receive the standard compensation received by the Company's Non-Employee Directors as disclosed in the Company's 2011 Proxy Statement filed with the SEC on April 19, 2011, except that the initial option grant to Mr. Tooman upon his election to the Board will consist of a pro rata portion of the standard award representing the period of time he will serve as a director during the current fiscal year. Mr. Tooman will also enter into the Company's standard form of indemnification agreement.