In March 2009, the Company's Board of Directors, as part of the Company's efforts to reduce operating expenses, approved amendments to the ESPP that, effective for the offering period that began on July 1, 2009, (a) eliminated the look-back feature (i.e., the reference to the fair market value of the Company's Common Stock ("FMV") at the commencement of the applicable six-month offering period) and (b) reduced the purchase price discount from 15% to 5%. Accordingly, for the current offering period under the ESPP (scheduled to end on December 31, 2009), the purchase price for shares of the Company's Common Stock acquired by participants under the ESPP will be 95% of the FMV of the Company's Common Stock on the purchase date (which, in the case of the current offering period, will be December 31, 2009). The FMV of the Company's Common Stock is defined as the closing price of the Company's Common Stock as reported on the NASDAQ Stock Market on the applicable date.

On November 4, 2009, the Company's Board of Directors, in response to recent improvements in the condition of the industries in which the Company operates, approved amendments to the ESPP that (a) reinstated the six-month look-back feature and (b) increased the purchase price discount from 5% to 15%. These changes will be effective January 1, 2010, such that the purchase price with respect to each offering period beginning on or after such date will be 85% of the lesser of (i) the FMV of the Company's Common Stock at the commencement of the applicable six-month offering period or (ii) the FMV of the Company's Common Stock on the purchase date (typically, June 30 or December 31).

The following exhibits are filed herewith:

Exhibit No.                        Description                                                        

        10.47        Amended and Restated 1997 Employee Stock Purchase Plan (as amended November 2009)