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Preliminary Proxy Statement

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Soliciting Material under Section 240.14a-12

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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1.

The maximum number of shares issuable as unrestricted stock awards under the plan will be limited to a maximum of 10% of the total number of shares authorized by the plan in any given year.

2.

A minimum vesting period of one year will be required for performance based awards and three years for non-performance based awards.

3.

For all restricted stock awards, minimum vesting increments will be one year and all time-based restricted stock will not vest more favorably than 1/3, 1/3, 1/3 over the three year period.

4.

For all restricted stock awards, vesting provisions established at time of grant will be waived on a discretionary basis only in the case of death, disability, change in control, or layoff of an employee.