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This is the number of new options you will receive if you decide to exchange your eligible
outstanding options in the Company’s stock option exchange program. You may exchange all,
some or none of your eligible outstanding options. For each eligible outstanding option you
decide to exchange, you must exchange either all or none of the shares under that option. The
new options will (i) be non-statutory stock options, (ii) have an exercise price equal to the
fair market value of the Company’s Class A common stock on the exchange date (expected to be July 2,
2009), (iii) expire on the ten-year anniversary of the exchange date and (iv) vest as follows,
subject to your continued employment with the Company or your continued service as a director
of the Company, as the case may be, through each relevant vesting date: one-fifth of the new
options will vest on the exchange date; and one-fifth of the new options will vest on each of
the next four annual anniversaries of the exchange date. |