Stock Ownership Guidelines

Upon recommendation of the nominating and governance committee, the board has adopted stock ownership guidelines for directors. Under these guidelines, non-employee directors are encouraged to own, within three years of becoming a director, a number of shares of common stock either (i) having a fair market value equivalent to at least three times the value of their annual retainer or (ii) in which the director's cost basis is equivalent at least to such amount.

The board of directors also has adopted, on recommendation of the compensation committee, stock ownership guidelines applicable to the company's executive officers. Under these guidelines, the company's Chief Executive Officer is expected to hold shares of common stock having an aggregate value equal to or greater than three times his or her annual base salary and other executive officers are expected to hold shares having an aggregate value equal to or greater than one times their annual base salary. An executive officer will be deemed to have satisfied the ownership guideline if either the aggregate price paid by the executive for shares held equals or exceeds the applicable multiple of his or her current annual base salary or at any time the fair market value of such shares equals or exceeds such amount. Executives are expected to comply with these guidelines by the later of July 2006 or five years after their date of hire. In addition, the guidelines include retention requirements for stock option exercises under which executives must retain certain shares of common stock acquired upon exercise of a stock option. Executive officers who do not yet satisfy the ownership guidelines must retain 50% of the shares acquired on exercise remaining after the sale of shares sufficient to cover the exercise price of the option and taxes, and executive officers who already satisfy the guidelines must retain 25% of such shares. All of the company's executive officers who have been employed by the company since January of 2003 comply with the executive stock ownership guidelines.