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This excerpt taken from the MGLN DEF 14A filed Mar 31, 2006. director plan”). The purpose of the
director plan is to serve as part of an appropriate and efficient package of
compensation arrangements intended to attract, retain and fairly compensate
individuals with the appropriate skills and qualifications to serve as
directors of the company while increasing participating directors’ stock
ownership in the company and thereby further aligning their interests and those
of the company’s shareholders. The plan was adopted by the board of directors
and will become effective as of the date of the company’s 2006 annual meeting,
if approved by the shareholders. The board of directors has the authority to
administer and interpret the plan in its discretion. The plan is attached as
Appendix B hereto.
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