Awards

Incentive stock options (“ISOs”) intended to qualify for special tax treatment in accordance with the Code and nonqualified stock options not intended to qualify for special tax treatment under the Code may be granted for such number of Common Shares as the Compensation Committee determines. The Compensation Committee is authorized to set the terms and conditions relating to any option Award, including the exercise price and the time and method of exercise, provided, however, that the terms of ISOs comply with the provisions of Section 422 of the Code. ISOs may only be granted to employees.

Awards of restricted shares and restricted share units are subject to such restrictions on transferability and other restrictions, if any, as the Compensation Committee may determine. Except as otherwise determined by the Compensation Committee, eligible Participants who are granted restricted shares have all of the rights of a shareholder.

The Compensation Committee may authorize Participants to purchase Common Shares at a price above, equal to or below the fair market value of the shares at the time of grant. Any such offer may be subject to the terms and conditions the Compensation Committee may impose.

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Share Awards or Awards based on the value of the Company’s Common Shares may be granted to Participants, subject to such performance and employment conditions as the Compensation Committee may determine. Any such Awards and any shares covered by any such Award may be forfeited to the extent so provided in the Award agreement, as determined by the Compensation Committee. Payments on such Awards which are based on the value of Common Shares may be made in shares or in cash or in a combination thereof, all as determined by the Compensation Committee in its sole discretion.

Currently, nonqualified stock options to purchase 10,000 Common Shares are granted automatically to each Non-Employee Director upon each such person becoming a Non-Employee Director. In addition, nonqualified stock options to purchase 2,000 Common Shares are granted to each Non-Employee Director on the day after each annual meeting of shareholders of the Company. Options awarded to Non-Employee Directors have an exercise price equal to the fair market value of the Common Shares on the date of grant, vest at a rate of 33 1/3% on each of the first, second and third anniversaries of the date of grant and terminate 10 years after the date of grant. A proposed amendment to these grants to Non-Employee Directors is set forth in Proposal Three of this Proxy Statement.