This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

Estimated in accordance with Rule 457(h) solely for the purpose of calculating the filing fee on the basis of $71.67 per share, which represents the average of the high and the low prices of the Registrant’s Common Stock reported on the NASDAQ Global Market on December 3, 2010.

Consists of additional shares authorized under the evergreen provision of the 2005 Employee and Director Equity Incentive Plan (the “Plan”). Pursuant to such provision, on the last day of the Fiscal Year beginning in 2005, the number of shares authorized for issuance under the Plan is automatically increased by a number equal to the lesser of: (A) 100,000 Shares, (B) 5% of the Company’s total outstanding Shares on such date, or (C) a lesser amount determined by the Board of Directors of the Company.

On August 12, 2005, the Registrant filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a Registration Statement on Form S-8 (File No. 333-127473) (the “First Registration Statement”) registering 500,000 shares of its Common Stock, no par value, for issuance under its Plan. On May 12, 2006, the Registrant filed Post-Effective Amendment No. 1 to the Registrant’s Registration Statement registering 87,795 additional shares of its Common Stock, no par value, for issuance under the Plan (the “S-8 POS 1”). A filing fee of $396.62 was paid in connection with $3,706,705 of Common Stock that was not sold under the S-8 POS 1. On February 13, 2007, the Registrant filed Post-Effective Amendment No 2 to the Registrant’s Registration Statement registering 91,921 additional shares of its Common Stock, no par value, for issuance under the Plan (the “S-8 POS 2”). A filing fee of $1,094.20 was paid in connection with $10,226,211 of Common Stock that was not sold under the S-8 POS 2. On December 19, 2008, the Registrant filed a Registration Statement on Form S-8 (file number 333-156331) (the “Second Registration Statement”) registering 279,716 shares of its Common Stock, no par value, for issuance under its Plan. On January 21, 2009, the Registrant filed a Registration Statement on Form S-8 (file number 333-156829) (the “Third Registration Statement”) registering 100,000 shares of its Common Stock, no par value, for issuance under its Plan. Pursuant to Rule 457(p) under the Securities Act, the $1490.82 aggregate filing fees for such unsold Common Stock under S-8 POS 1 and S-8 POS 2 is entitled to be used to offset future filing fees. The entire amount of the $657.92 and $221.77 filing fees due in connection with the Second Registration Statement and Third Registration Statement, respectively, were paid through offset against the $1490.82, leaving a balance of $611.13 remaining to offset future registration fees in accordance with Rule 457(p). The entire amount of the $511.01 filing fee due in connection with this Registration Statement is being paid through offset against the $611.13. The unused $100.12 remaining after the filing of this Registration Statement may be used to offset future registration fees in accordance with Rule 457(p).

Previously filed and incorporated by reference from the Company’s First Registration Statement filed August 12, 2005 (File No. 333-127473), with the Securities and Exchange Commission under the Securities Act of 1933, as amended.