--        A revised definition of "Employee" and the addition of a defined term "Employer Group" to ensure that an individual will continue to be considered an employee for purposes of the Severance Plan so long as he or she remains an employee of the Company or any of its majority-owned subsidiaries (instead of being strictly tied to employment with the Company);

--        The definition of "Good Reason" has been amended to bring it within the safe harbor definition of such term as contained in the most recent Treasury regulations under Section 409A;

--        Addition of defined terms "Separation from Service" and "Specified Employee" (in each case conforming to the applicable requirements of Section 409A) and the use of such terms throughout the Severance Plan to ensure that the terms of the Severance Plan will be applied in a manner consistent with Section 409A;

--        Addition of provisions requiring that payment of any amounts constituting deferred compensation under Section 409A that become payable by reason of the participant's Separation from Service will be delayed until the earlier of (a) one day following the six-month anniversary of the Separation from Service or (b) the participant's death, for any participant designated as a "Specified Employee" as of the date of Separation of Service where the payment of such amounts before such time would constitute a prohibited distribution under Section 409A (subject to exceptions from such deferral requirement with respect to payments to Specified Employees for (i) amounts payable between the date of Separation from Service and March 15 of the following calendar year and (ii) other amounts payable in the two full calendar years following the year of the Separation of Service, to the extent such amounts do not exceed the lesser of (A) the participant's annualized compensation or (B) the applicable compensation limit set forth in Section 401(a)(17) of the Internal Revenue Code in effect for the year in which the Separation from Service occurs);

--        Administrative changes to clarify and simplify the procedures regarding payment of benefits under the Severance Plan, such as making payments in accordance with the payroll procedures generally applicable to Company employees, ensuring that the first payment of benefits will be made within 60 days of the Separation from Service, and aligning the payment of certain benefits so that they are paid simultaneously;

--        In the context of a termination of employment outside of a change of control period, clarification of the participant's right to receive pro-rated acceleration of equity so that such benefit is only equal to the incremental amount of vesting (if any) necessary to ensure that the vesting of the participant's equity awards will be prorated to represent the participant's actual period of service through the end of the month during which the termination occurs;

--        Enhancements to the mechanism for applying and administering Section 280G of the Internal Revenue Code to benefits potentially payable under the Severance Plan, including provisions requiring the delay of any applicable tax gross-up payment as necessary to comply with Section 409A; and

--        A specific limitation on the amount of benefits payable to a participant under the Severance Plan in the event the participant violates the covenant not to compete with the Company following a Separation from Service.

The foregoing description of the amended and restated Severance Plan is qualified in its entirety by reference to the Severance Plan, which will be attached as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ending December 31, 2008, which the Company expects to file with the Securities and Exchange Commission on or prior to February 9, 2009.

--        The equity award grant process has been modified to clarify the Compensation Committee's sole authority for granting stock options and restricted stock awards to Company employees and executive officers (other than the Company's Chief Executive Officer). Going forward, the Board of Directors will only receive formal notification of equity awards approved by the Compensation Committee to the Company's executive officers. The independent members of the Board of Directors, however, will continue to possess sole authority for approving any equity awards to the Company's Chief Executive Officer.

The following exhibits are filed herewith:

10.44        Form of Restricted Stock Unit Agreement for U.S. Employees (approved November 2008)