| Explanation of Responses: |
| (1) | Of the shares owned directly, 5,568 are restricted stock units and 2,784 are deferred stock units. |
| (2) | These shares are held in trusts established for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trusts. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
