AMENDMENT TO 2004 STOCK INCENTIVE PLAN
WHEREAS, the Corporation has implemented the 2004 Stock Incentive Plan (the “ Plan ”) as a comprehensive
equity incentive plan for officers, employees, board members and consultants in the employ of the Corporation or its
WHEREAS, the Board of Directors (the “ Board ”‘) has reserved the right to amend the Plan from time to time,
subject to the express limitations of the Plan.
WHEREAS, the Board deems it advisable at this time to amend the equity adjustment provisions of the Plan
and the awards currently outstanding thereunder to require that equitable adjustments be made to the outstanding awards
under the Plan in the event of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or
other change affecting the Corporation’s outstanding common stock as a class without the Corporation’s receipt of
consideration so as to avoid any additional compensation expense under FAS 123R in connection with the actual adjustments
made to those awards in the event of such an equity restructuring.
NOW, THEREFORE, BE IT RESOLVED, that the Plan amendment, in substantially the form attached hereto as
Exhibit A to these resolutions (the “ Plan Amendment ”), be, and such Plan Amendment hereby is, adopted and approved in its
FURTHER RESOLVED, that all awards currently outstanding under the Plan be, and such awards are, hereby
amended to require that equitable adjustments be made to such awards in the event of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change affecting the Corporation’s outstanding common
stock as a class without the Corporation’s receipt of consideration.
FINALLY RESOLVED, that each officer of the Corporation be, and each such officer hereby is, authorized and
directed, for and on behalf of the Corporation, to take all action and to prepare, execute and deliver all such documents which
such officer deems necessary or app