(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

11150 Santa Monica Boulevard, Suite 1600,

Los Angeles, California

Increase the share reserve by 10,000,000 shares to a total of 30,785,218 shares;

Require a minimum vesting period of three years for restricted stock awards and restricted stock units, subject to a 5% non-restricted pool;

Place a cap (75% of the share reserve) on the amount of full value awards that may be granted (that is, other than stock options and stock appreciation rights);

Remove the full value awards ratio (currently 2.25:1) so that all awards are treated 1:1 as a reduction from the share reserve upon grant;

Require that the plan administrator be a committee of directors who are deemed independent under New York Stock Exchange Rules;

Restrict the ability of the Board to make certain amendments without stockholder approval, e.g., increasing the number of shares that may be issued under the plan, increasing participants’ accrued benefits, modifying the requirements for participation, allowing acceleration other than as permitted in connection with death, disability, retirement or change in control, reducing the exercise price of a stock option or stock appreciation right, and canceling or exchanging an award for other consideration;

Provide for performance-based awards that satisfy the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), which provides the Company greater tax efficiency for certain awards that vest in accordance with performance criteria;

Reduce the term of options to seven years from 10;

Place a cap of 2,000,000 shares that applies to all awards in the aggregate that any participant may receive in a fiscal year;

Change various definitions (e.g., Fair Market Value and Change of Control), to provide more current terminology and satisfy the rules of Section 409A of the Code; and

Eliminate historical private-equity related language that is no longer relevant.

Exhibit No.

10.1