Item 9B. Other Information.

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On January 19, 2011, we granted restricted stock shares under our 2010 Stock Incentive Plan (“SIP”) to Powell Brown and Cory Walker, each of whom is one of our Named Executive Officers. Full ownership of these shares will not vest until the satisfaction of several conditions of vesting. The first condition is a performance condition based on the compounded annual growth rate (“CAGR”) of our earnings per share (“EPS”) over a five-year performance measurement period ending December 31, 2015. If the CAGR of our EPS during the performance measurement period equals or exceeds seven and one-half percent (7.5%), the first condition of vesting is met with respect to the shares. Alternatively, if the CAGR of our EPS during the performance measurement period does not equal at least seven and one-half percent (7.5%), all of the shares will be forfeited. The restricted stock grants contain an additional provision that would apply in the event of extraordinary performance. If the CAGR of our EPS during the performance measurement period equals or exceeds ten percent (10%), the number of shares awarded to Powell Brown and Cory Walker and treated as having met the EPS performance condition would be increased by fifty percent (50%). Once the first condition of vesting is met with respect to any portion of the shares, the grantee is entitled to receive dividends and to vote that portion of the shares. For purposes of the additional vesting conditions, the restricted stock grants are divided into two equal portions described as Vesting Category 1 and Vesting Category 2. If additional shares are awarded as a result of extraordinary performance as described above, the additional shares are governed by the same second condition of vesting that applies to Vesting Category 2. For Vesting Category 1, the second condition of vesting provides for vesting in three (3) equal installments, on January 1 of 2017, 2018 and 2019, respectively, if the grantee remains continuously employed by the Company from the date of grant until December 31 of the calendar year ending immediately prior to each such date, or, if earlier, until the attainment of age 64, or disability or death, in which case a pro rata portion of the shares that have met the performance conditions described above would vest. For Vesting Category 2, the second condition of vesting is continued employment with us for a period of ten (10) years following the date of grant or, if earlier, until the attainment of age 64, or disability or death, in which case a pro rata portion of the shares that have met the performance conditions described above would vest. If and when such second conditions of vesting are met, the vested shares in Vesting Category 1 and Vesting Category 2 (including any additional shares awarded as a result of extraordinary performance) will be delivered, and the market value of such shares as of the vesting date will be taxed as ordinary income to the recipients.

PART III