(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

10877 Wilshire Boulevard, Suite 600

Los Angeles, California

Increases the aggregate number of shares of our common stock with respect to which awards may be granted under the Second Restated Plan such that the total number of shares available for grant under the Second Restated Plan will be 11,980,000, which is a net increase of 8,400,000 new shares added to the 3,580,000 shares which remained available for grant under the Original Plan as of December 31, 2012. The number of shares available for grant will be reduced by one share for each share subject to an option or stock appreciation right and 1.5 shares for each share subject to a full value award, in each case, granted under the Original Plan after December 31, 2012 but before the effective date of the Second Restated Plan, revising the manner in which shares of our common stock are counted against and may be added back to the share reserve under the Second Restated Plan;

Revises the limits applicable to awards granted under the Second Restated Plan, such that (i) the maximum number of shares that may be granted to any one participant during any one calendar year equals 6,774,500 shares with respect to options, 6,774,500 shares with respect to stock appreciation rights, and 6,774,500 shares with respect to full value awards, and (ii) during any one calendar year, no participant may be granted performance-based awards denominated in cash under which more than $2,000,000 may be earned with respect to any twelve-month period during the applicable performance period (or two times the foregoing limits for awards granted to any newly hired employee during the year of hire);

Establishes a limit on the grant date fair value of awards that may be granted to any non-employee directors during any one calendar year, which is $275,000;

Clarifies that the exercise price of stock options may be paid through a net exercise;

Provides for the automatic exercise of in-the-money stock options and stock appreciation rights on the last business day of the applicable term of such award payment on a net exercise basis with respect to the exercise price of any such options and a deduction or withholding of an amount sufficient to satisfy all taxes associated with such exercise;

Subjects awards granted under the Second Restated Plan to the provisions of any applicable clawback policy;

Clarifies the manner in which adjustments may be made to the Second Restated Plan and awards outstanding under the Second Restated Plan upon certain changes affecting the shares or the share price of our common stock;

Eliminates our ability to pay dividend equivalents with respect to stock options and stock appreciation rights;

Revises the performance criteria available for awards intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code to include criteria related to our subsidiaries and to expressly permit goals determined by reference to our and our subsidiaries’ performance and comparisons of our and our subsidiaries’ performance to the performance of one or more other companies;

Extends the term of the Second Restated Plan through the tenth anniversary of the date on which the Second Restated Plan is approved by our shareholders and becomes effective; and

Expressly prohibits the cancellation of any option or stock appreciation right in exchange for cash when the per share exercise price or base price of the option or stock appreciation right, as applicable, exceeds the fair market value of the shares of common stock subject to such option or stock appreciation right.

Director

Michael F. Ray

Edward M. Stern

John A. Williams

Votes For

Votes Against

Abstain

Broker Non-Votes

96,051,579

Votes For

Votes Against

Abstain

Broker Non-Votes

189,376,756

Exhibit No.

Description of the Exhibit

  /s/ Colin Morris