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EXHIBIT 4.5
RESOLVED FURTHER, that while an Advisory Director shall not be granted
any new stock options for his or her service as an Advisory Director, any
unvested stock options held by an Advisory Director which had been granted
to him or her in his or her previous capacity as an independent Director
shall continue to vest during any period (x) between his or her retirement
from the Board (whether by resignation or by expiration of his or her term
of office) within six months of the date of an annual meeting of the
shareholders held on a date on which he or she would be in excess of
seventy years of age and (y) his or her retirement or termination as an
Advisory Director.
