This excerpt taken from the NOVA DEF 14A filed Apr 22, 2009.


        Participation and the types of awards available for grant under the Second Restatement are subject to the discretion of the Committee, so the benefits or amounts that any participant or group of participants may receive if the Second Restatement is approved are not currently determinable.

        The aggregate numbers of shares of Common Stock subject to awards granted to certain persons and groups under the Stock Incentive Plan since its initial adoption are as follows: (1) Thomas S. Hall, President and Chief Executive Officer, 484,091 shares; (2) Scott T. Macomber, Executive Vice President and Chief Operating Officer, 78,030 shares; (3) Graham B. Cherrington, Executive Vice President, Operations, 111,364 shares; (4) all current executive officers as a group, an aggregate of 673,485 shares; (5) all current directors who are not executive officers as a group, an aggregate of 300,000 shares; and (6) all employees, including current officers who are not executive officers, as a group, an aggregate of 620,697 shares.

        The Board of Directors recommends that the stockholders vote FOR the approval of the Second Amended and Restated 2005 Stock Incentive Plan.



        Stockholder List—A list of stockholders entitled to vote at the Annual Meeting, arranged in alphabetical order, showing the address of, and the number of shares registered in the name of, each stockholder, will be open to the examination of any stockholder for any purpose germane to the Annual Meeting, during ordinary business hours commencing May 8, 2009 and continuing through the date of the Annual Meeting, at the principal executive offices of the Company, 980 North Michigan Avenue, Suite 1620, Chicago, Illinois 60611.

        Solicitation—The solicitation is being made primarily through the mail, but our directors, officers and employees may also engage in the solicitation of proxies by telephone. The Company has retained the services of MacKenzie Partners, Inc. to assist in soliciting proxies. MacKenzie will solicit proxies by personal interview, telephone, facsimile and mail. It is anticipated that the fee for those services will not exceed $5,000 plus reimbursement for out-of-pocket expenses. The cost of soliciting proxies will be borne by us. Other than the compensation of MacKenzie, no compensation will be paid by us in connection with the solicitation of proxies, except that we may reimburse brokers, custodians, nominees and other record holders for their reasonable out-of-pocket expenses in forwarding proxy materials to beneficial owners.

        Proposals of Stockholders—Proposals of stockholders to be considered for inclusion in the Company's proxy statement and proxy for the 2010 Annual Meeting of Stockholders (the "2010 Annual Meeting") must be received by the Secretary of the Company by no later than December 25, 2009. Proposals of stockholders intended to be considered at the Company's 2010 Annual Meeting must be received by the Secretary of the Company by no earlier than February 8, 2010, and no later than March 10, 2010.

        Other Business—The Board of Directors is not aware of any other matters to be presented at the Annual Meeting other than those described in this Proxy Statement and the Company's Notice of Annual Meeting of Stockholders enclosed herewith. If any other matters are properly brought before the Annual Meeting, however, it is intended that the persons named in the proxies will vote such proxies as the Board of Directors directs.

    By order of the Board of Directors,






John W. Lawrence, Jr.



Chicago, Illinois
April 24, 2009
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