Equity Award Holding Requirements For Named Executive Officers

The Board of Directors (the "Board") believes that the Company's Named Executive Officers ("NEO") should hold shares of Company common stock for a minimum period of one year from the date shares are issued to the NEO from restricted or performance stock unit awards to further align their interests and actions with the Company's stockholders. Therefore, the Board adopted these Equity Award Holding Requirements for our NEOs.

These common stock share-holding requirements apply to each individual who qualifies as a Company NEO for purposes of Item 402 of Regulation S-K of the Securities Exchange Act of 1934, as amended, based on the Company's most recently completed fiscal year. Each such NEO is required to hold for a minimum period of one year any shares of Company common stock issued to the individual as a result of restricted or performance stock units awarded to the individual when the individual qualified as a Company NEO under these requirements. These requirements do not apply to any shares of Company common stock which are awarded, but are withheld and not issued to the NEO in order to satisfy applicable income tax withholding requirements.

Version: September 2015