Each stock option award is subject to the terms and conditions of a Non-Qualified Stock Option Agreement entered into with the participant, the form of which is filed as Exhibit 10.1 to this report and is incorporated herein by this reference. The Non-Qualified Stock Option Agreements executed by the chief executive officer and each other executive officer of the Company with respect to the stock option grants in respect of 2006 also are filed as Exhibit 10.2 though Exhibit 10.7 to this report and are incorporated herein by this reference. The stock options granted in respect of 2006 will vest over a three-year period and have a seven-year term. All stock options are granted with an exercise price that is not less than the fair market value of Company’s common stock on the date of grant and option re-pricing is prohibited by the terms of the ELTIP, except if the Compensation Committee determines that one or more specified corporate transactions has affected the price per share such that an adjustment of outstanding awards is required to preserve (or prevent an enlargement of) the benefit or potential benefit intended at the time of the grant.

          Each performance share award is subject to the terms and conditions of a Performance Share Award Agreement entered into with the participant, the form of which is filed as Exhibit 10.8 to this report and is incorporated herein by this reference. The Performance Share Award Agreements executed by the chief executive officer and each other executive officer of the Company with respect to the performance shares awards in respect of 2006 also are filed as Exhibit 10.9 though Exhibit 10.14 to this report and are incorporated herein by this reference.

          The performance shares subject to the 2006 award will be earned based on the earnings per share performance of the Company over a multi-year period, and will be paid out in shares of common stock of the Company at the end of the term. The target performance shares issued in respect of 2006 provide for the issuance of stock based on the Company’s earnings per share growth as compared to our peers in the compensation peer group. Depending upon the achieved “relative” earnings per share growth, 0% to 200% of the target number of shares may be awarded. Threshold awards equal to 0% of target will be earned when the Company’s earnings per share ranks at the 25th percentile or below of the peer group. Target awards are earned for ranking at the 55th percentile of the peer group. Maximum awards equal to 200% of target will be earned when the Company’s earnings per share growth ranks at the 85th percentile or above of the peer group. Awards for performance between these percentiles will be interpolated on a straight-line basis.