Employee Stock Option Prospectus

9.14 Employee Stock Option Prospectus

This document constitutes part of the prospectus covering securities that have been registered under the Securities Act of 1933.

Supplemental Letter, effective as of

To our optionees:

We are pleased to give you information regarding the (the "Plan"). We believe that the Plan is an important part of the benefits provided to our employees, and we hope you will take the time to review this information carefully.

(the "Company") adopted the Plan because providing ownership in the Company to those who are responsible for the Company's growth and management best serves the interests of the Company. You have been selected to receive an option (the "Option") to purchase shares of the Company's common stock, par value per share (the "Common Stock") under the Plan. Should you elect to accept the Option, you will need to sign one copy of the attached agreement (the "Option Agreement") and return it to the Company. The Option Agreement and the attached copy of the Plan describe the terms of the Option.

The following information and attached materials may not, and are not intended to, answer all of the questions you have about details of the Plan and its administration. Please review carefully this Supplemental Letter, the Plan and the Option Agreement. They contain important information regarding the Option. , the Company's Corporate Secretary, will be happy to answer any further questions you may have. Contact (him/her) by calling or writing to (him/her) in care of the Company, at .

1. About . An important part of your participation in the Plan is to understand the Company, its products, operations and financial condition. Like any stockholder of the Company, you can keep yourself informed about the Company by reviewing reports and other documents that the Company prepares for stockholders and the public. If you become a stockholder of the Company, you will be entitled to attend stockholder meetings and to vote in the election of directors and other matters brought before the stockholders.

The U.S. federal securities laws require the Company to provide information about its business and financial status in annual reports, commonly known as "10-Ks," and quarterly reports, commonly known as "10-Qs." The Company files these reports with the Securities and Exchange Commission (the "Commission"). A copy of the Company's annual report on Form 10-K for the year ended is enclosed with these materials. In addition, if certain important corporate events occur during the year, the Company may file reports commonly known as "8-Ks." From time to time the Company may also file other documents with the Commission as required by Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Option is to purchase shares of the Company's Common Stock. Therefore, an understanding of the relative rights and preferences of holders of the Company's Common Stock is also important to your participation in the Plan. The Company has provided this information to the Commission on a Form 8-A.

Federal securities laws require the Company to give you or to make available to you these documents for your use in purchasing Common Stock under the Plan. This reference therefore incorporates these documents into these materials, and the combination is the Prospectus for the Plan.

These documents are all available to you without charge. Please make your request to , the Company's Director of Investor Relations. Contact the Director of Investor Relations by telephone or by writing, in care of the Company, at .

The Company prepares annual reports and mails them to its stockholders. The Company also prepares and files with the Commission a proxy statement for its annual meeting of stockholders. The proxy statement provides further information about the Company and its officers, directors and major stockholders. As an optionee, the Company will regularly send to you copies of the Company's proxy statement, reports to stockholders and other stockholder communications. In addition, you may always request copies of this information, either orally or in writing, by contacting the Director of Investor Relations at the telephone number or address above. The Company provides these documents free of charge.

2. Tax Issues Relating to Your Participation in the Plan. This section discusses certain U.S. federal income tax consequences of participating in the Plan. You should understand, however, that this discussion is not complete. For example, it does not address state or local tax laws, or the application of laws if you are subject to tax laws in other countries. If you are not a citizen or resident of the United States, special U.S. federal tax laws, not described here, may apply to you. Tax laws and regulations, and/or their interpretations, may change after you receive this Prospectus. Such changes may affect how tax laws apply to you. You should therefore consult with your own tax advisor concerning the tax consequences of participation in, and the sale of shares received under, the Plan.

The Plan is not qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Neither is the Plan subject to any provisions of the Employee Retirement Income Security Act of 1974, as amended. However, your participation in the Plan does not affect your ability to participate in the Company's Retirement Savings Plan or any other qualified retirement plans.

2.1. Payment of Tax for the Grant of the Option. Options granted under the Plan are "non-statutory," which means the Company does not intend them to qualify for special tax treatment under the Code. The Company grants such options with an exercise price at least equal to the fair market value of a share of Common Stock on the date of grant. Therefore, you do not have to report any income for U.S. federal income tax purposes, or pay any U.S. federal income tax, when the Company grants you an option to purchase Common Stock under the Plan. Similarly, the Company does not receive a deduction when it grants you an Option.

If you exercise the Option when the market price of the Company's Common Stock is greater than the exercise price of the Option, the Code requires that you pay tax on the "profit." The "profit" is the difference between the exercise price and the market price of the Common Stock on the date of exercise. The Code will characterize any profit on the exercise as ordinary income for federal Income tax purposes, arising at the time of exercise.

2.2. Withholding of Taxes Due on Exercise of the Option. If you are a citizen or a resident of the United States, the Internal Revenue Service (the "IRS") generally requires the Company to withhold federal income and employment taxes from your profit when you exercise the Option or otherwise to ensure that you pay any tax due to the IRS. State, local or foreign law may also require the Company to withhold additional amounts for, or otherwise ensure the payment of, applicable taxes. Generally, if the Company complies with these requirements, it can take a business expense deduction on the income you recognized upon exercise of the Option. Under the Option Agreement, the Company or any of its subsidiaries (collectively, the "Related Companies") can withhold taxes as required by law from any amount due you under the Plan. The Related Companies can also secure payment from you of such taxes in lieu of withholding. The Company can defer issuance of shares under the Plan unless taxes are either withheld or you indemnify the Company to its satisfaction.

2.3. Payment of Exercise Price with Company Stock. If you pay the exercise price of the Option with shares of the Company's Common Stock or Class A Common Stock, par value $.01 per share (non-voting), the Code will generally treat you for federal income tax purposes as (1) receiving, in a tax-free exchange, the number of new shares of Common Stock with an aggregate fair market value equal to the fair market value of the shares tendered as payment; and (2) receiving any remaining shares as ordinary income.

2.4. Payment of Tax Upon the Sale of Common Stock Received by the Exercise of the Option. Upon the sale or other taxable transfer of the Common Stock you receive upon exercise of the Option ("Option Shares"), you will generally recognize a gain or loss for U.S. federal income tax purposes equal to the difference between the sale price and the market price at the time of exercise. Generally, the Code will characterize your gain or loss as a long-term or short-term capital gain or loss depending on whether you held Option Shares for more than one year from the Option exercise date. The time you held the Option may not be aggregated with the time you held Option Shares for purposes of determining whether a gain or loss is long-term or short-term for U.S. federal income tax purposes.

2.5. The Difference Between Ordinary Income and Capital Gains and Losses for United States Federal Income Tax Purposes. The maximum marginal tax rate applicable to long-term capital gains currently is , while the maximum marginal rate applicable to ordinary income and short-term capital gains is . Additionally, capital gains and losses are subject to certain other provisions of the Code not applicable to ordinary income.

3. United States Securities Laws and Other Restrictions on Shares Received Upon Exercise of the Option. This section addresses some restrictions on the transfer of Option Shares. The Company does not intend this section to be a complete discussion of all such transfer restrictions. The Company only intends to supplement information provided in the Plan and the Option Agreement. You should review these documents carefully. If you are considering an offer, sale or other disposition of Option Shares and are unsure whether it would violate the terms of the Option Agreement, Plan or applicable law, please consult with an attorney.

Because the Company has registered the Plan under the Securities Act of 1933, as amended (the "Act"), Option Shares generally are freely tradeable in the United States.

Nonetheless, under the Option Agreement, you may not offer, sell or otherwise dispose of any Option Shares in a way that would: (1) require the Company to file any registration statement with the Commission (or any similar filing under state law or the laws of any other country) or to amend or supplement any such filing; or (2) violate or cause the Company to violate the Act, the rules and regulations made under the Act, any other state or federal law, or the laws of any other country. For example, it is a violation of U.S. federal securities laws to trade on inside information, either directly or indirectly by sharing it with others so they may trade on it. "Inside information" is information that is both very important (material) and non-public (not disclosed through press releases or otherwise to those who buy and sell Company securities).

In addition, the Option Agreement requires that you observe all policies of any Related Company when offering, selling or otherwise disposing of Option Shares. The Company has adopted policies regarding trading in securities of the Company and other companies. If you do not have a copy of these policies, please contact the Company's Law Department at and they will provide a copy to you.

If you are an officer of the Company, note that your ability to dispose of Option Shares may be somewhat restricted. For example, the short-swing trading rules under Section 16 of the Exchange Act may apply to you. Generally, Section 16(b) of the Exchange Act allows the Company to recover any paper profit realized by directors, officers and certain stockholders on a purchase and sale of stock made within a six-month period. In addition, Rule 144 under the Act may restrict the manner and volume of your sales of Company securities.

4. Issuance of Shares Under the Plan. All shares of Common Stock issued under the Plan will be from the Company's authorized, unissued shares. The Company will therefore receive all proceeds from the exercise of options granted under the Plan.

5. Administration of the Plan. The Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board") manages the Plan. According to the terms of the Plan, the Committee must consist of not less than two persons who are "independent" directors of the Company. Committee members will not participate in the Plan. No Committee member can be eligible to receive options under the Plan at any time within one year prior to the first anniversary of the effective date of the Plan or within one year prior to appointment to the Committee. No Committee member can, during such period, be eligible for option grants under any other Related Company plan, unless it is a plan solely for directors who are not employees of any Related Company. Otherwise, the Board determines the membership of the Committee from time to time at its discretion. A director is "independent" if he or she is neither the Chairman of the Board of the Company nor otherwise employed by the Company. The Company's stockholders elect directors to three-year terms.

The Committee is responsible for the general implementation and administration of the Plan. For example, the Committee determines participants in the Plan, grants options under the Plan and interprets the Plan. However, the terms of the Plan itself limit the Committee's actions.

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