[Section 10.3] “Amendment or Termination” is hereby amended to read in full as follows:

[Section 4.02] of the Plan is amended in its entirety to read as follows:

[Section 2.8(a)] shall be deleted in its entirety and replaced with the following:

[Section 14.1] shall be deleted in its entirety and replaced with the following:

[Section 15.2(i)] shall be deleted in its entirety and replaced with the following:

[Section 4.1] of the Plan is hereby amended so that the maximum number of Shares reserved for issuance under the Plan shall be 3,750,000, which equals the product obtained by dividing # 15,000,000 by # the Reverse Stock Split Ratio.

[Section 4.3] of the Plan is hereby amended so that the maximum aggregate grant of Shares subject to Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Profits Interest Units, and Other Stock-Based Awards payable or denominated in Shares and/or cash which may be granted to any Participant, other than a non-Employee Director, in any fiscal year shall not exceed 375,000 Shares (the “Annual Award Limit”), which adjusted Share amount equals the product obtained by dividing # 1,500,000 by # the Reverse Stock Split Ratio.

[Section 1.1] of the Credit Agreement is hereby amended to add the following definition of “Unrestricted Cash” in appropriate alphabetical order:

[Section 409A]. This Award is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations or other binding guidance thereunder (“[Section 409A]”). Accordingly, all provisions included in this Award Agreement, or incorporated by reference, will be interpreted and administered in accordance with that intent. If any provision of the Plan or this Award Agreement would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended or limited so as to avoid the conflict; provided, however, that the Company makes no representation that the Award is exempt from or complies with Section 409A and makes no undertaking to preclude [Section 409A] from applying to the Award. The Company will have no liability to you or to any other party if the Award or payment of the Award that is intended to be compliant with Section 409A is not so compliant or for any action taken by the Committee with respect thereto.

[Section 11.10] is hereby amended by adding the following to the end of the sentence: