Each of the stock options issued to the non-employee directors described above vest and become fully exercisable one day prior to the next annual meeting of stockholders following the date of grant. These options expire on the tenth anniversary of the date of grant; however in the event of the director’s termination as a director for any reason, all vested and unexercised options expire upon the earlier of one year from the date of termination or ten years from the date of grant.

Each of the stock options and restricted stock units issued to the executive officers described above, except for the 100,000 option issued to Dan Chard, vest and become fully exercisable or issuable, as the case may be, in four equal annual installments beginning on February 28, 2007. 50% of Dan Chard’s 100,000 stock option vests in four equal annual installments beginning on February 28, 2007, and the other 50% fully vests on February 28, 2011. All of the stock options described above expire on February 28, 2013; however in the event of the employee’s termination of service except for death or disability, all vested and unexercised options expire upon the earlier to occur of 90 days from the date of termination or February 28, 2013. In addition, if any such employee is terminated other than for cause within two years after a change of control of the Company, all unvested options and restricted stock units become immediately vested.

The 100,000 stock option granted to Dan Chard described above was issued in connection with Mr. Chard’s appointment as Executive Vice President, Distributor Success. On June 1, 2006 the Company signed a letter agreement agreeing to pay Mr. Chard an annual salary of $300,000 retroactive to February 13, 2006, the date he agreed to accept this position, and his salary will increase by $25,000 in February 2007 and by another $25,000 in February 2008. Mr. Chard is also entitled to participate in the Company’s executive incentive bonus plan and stock incentive plan at the same level as other similarly situated executives. In addition, in the event Mr. Chard’s employment is terminated by the Company other than for cause, he will be entitled to a severance payment in the amount of 1.5 times his then current annual base salary.