On August 16, 2018, the Boardof Directors of the Company (the "Board") appointed David M. Sparby to the Board, effective August 16, 2018, to serve until the 2019 Annual Meeting of Stockholders.The Board has determined that Mr. Sparby will serve on the Audit Committee. As compensation for his service on the Board and Board committees, Mr. Sparby will receive the Company’s standard compensation for non–employee directors. The Board considered the independence of Mr. Sparby under the applicable standards and determined that Mr. Sparby is an independent director.In connection with his appointment, the Company will enter into an indemnification agreement with Mr. Sparby, which will provide, among other things, that the Company will indemnify Mr. Sparby to the fullest extent permitted by applicable Delaware law and in excess of that expressly permitted by statute, but not to the extent prohibited by law. The terms of the indemnification agreement are described in the Company's Current Report on Form8-K, dated August12, 2010, which was filed with the Securities and Exchange Commission on August17, 2010 (FileNo.1-3480), which description is incorporated herein by reference. The press release announcing this election is filed as Exhibit 99 hereto.