This document provides recommendations for Fremont's 2012 incentive program, including destination options in warm-weather locations like Florida, the Caribbean, Mexico, and the Bahamas. It summarizes projected costs, activities, pros and cons for programs based in Miami, Puerto Rico, and an eastern Caribbean cruise. Cost estimates are provided for accommodations, meals, tours and activities. The document recommends options for 120 participants and aims to keep the total spend around $500,000.

1. 2012 Incentive Program ADDITIONAL Recommendations JANUARY 19, 2010

4. Weather At-A-Glance 2.4 1.8 74° 85° 73° 84° Eastern Caribbean 2.1 1.9 75° 81° 74° 80° Cap Cana, Dominican Republic 1.0 1.1 60° 81 58° 77° LOS CABOS, MEXICO 1.6 1.7 66 79 65 77 NASSAU, THE BAHAMAS 2.3 1.8 73° 84° 72° 82° Montego Bay, Jamaica 2.5 1.9 74° 85° 73° 84° Western Caribbean 2.4 2.0 MONTHLY PRECIP. (inches) FEBRUARY 83° 75° AVG. HIGH FEBRUARY 71° 64° AVG. LOW FEBRUARY 1.7 72° 84° Fajardo, Puerto Rico 1.8 66° 77° Miami, Florida MONTHLY PRECIP. (inches) MARCH AVG. LOW MARCH AVG. HIGH MARCH DESTINATION

5. Management Summary 120 Participants * Projected costs are before any credits for commission / comps and are based on Feb / Mar 2010 air costs All Inclusive Caribbean Resort OPENING MARCH 2010 $435,000 $3,625 Feb 23-27 or March 1-5 Secrets Montego Bay Resort 4 Montego Bay Five Night Cruise $381,000 $3,175 Feb 27– March 3 Celebrity Century 5 Western Caribbean Cruise New, Mega Ship – Seven Night Caribbean Program $468,000 $3,900 Feb 26 – March 4 Celebrity Solstice 7 Eastern Caribbean Cruise 4 4 # NIGHTS Trendy, South Beach Location $495,000 $4,125 Feb 23-27 or March 1-5 Loews South Beach Miami, Florida Extensive, Self-Contained Resort with Caribbean Allure $492,000 $4,100 Feb 23-27 or March 1-5 El Conquistador Resort Puerto Rico KEY BENEFIT TOTAL PROJECTED COSTS* PER PERSON PROJECTED COSTS DATES IN 2012 HOTEL / SHIP LOCATION

6. Management Summary 120 Participants * Projected costs are before any credits for commission / comps and are based on Feb / Mar 2010 air costs EXCEPTIONALLY GOOD Value for a High End, All Suite, Intimate Caribbean Resort $459,000 $3,825 Feb 23-27 or March 1-5 Sanctuary Cap Cana Resort – NOW A “SECRETS” ALL INCLUSIVE & ALMOST $50,000 LESS EXPENSIVE THAN EARLIER QUOTED… 4 Cap Cana, Dominican Republic NEWLY BUILT (DEC 09) SLEEK ALL SUITE LUXURY RESORT $414,000 $3,450 FEB 23-27 or MARCH 1-5 BARCELO LOS CABOS PALACE DELUXE 4 LOS CABOS LUXURIOUS & SOPHISTICATED– ‘BEST’ IN THE BAHAMAS $510,000 $4,250 FEB 23 – FEB 27 SANDALS ROYAL BAHAMIAN SPA RESORT 4 NASSAU BAHAMAS # NIGHTS KEY BENEFIT TOTAL PROJECTED COSTS* PER PERSON PROJECTED COSTS DATES IN 2012 HOTEL / SHIP LOCATION

8. Crossing Boundaries Incentive Programs Guest Survey Recap – 2006 to 2009 0.2% 1.5% 98.3% Rate your overall experience: 0.2% 1.4% 98.4% What was your overall impression of the onsite services of Crossing Boundaries staff? 0.2% 2.3% 97.5% What was your overall impression of the trip document holders and tour booklet? 0.2% 3.8% 96.0% What was your overall impression of the trip website and online registration form? Fair / Poor Good Excellent / Very Good Survey Question

14. Miami, Florida Projected Costs* 120 Participants * Projected costs are before any credits for commission / comps (EXPECTED TO BE ABOUT $95 PP, OR $11,400 IN TOTAL) and are based on Feb / Mar 2010 air costs Rooms at the Loews are $339 per room, per day, before taxes (13%.) February 23 - 27, 2012 or March 1 - 5, 2012 $495,000 $4,125 Dates Proposed Program Cost Per Person Cost Loews

21. Puerto Rico Projected Costs* 120 Participants Rooms at the El Conquistador Resort are $279 per room, per night before taxes (11%) and resort fee ($30 per room, per day.) * Projected costs are before any credits for commission / comps (EXPECTED TO BE ABOUT $85 PP, OR $10,200 IN TOTAL) and are based on Feb / Mar 2010 air costs February 23 - 27, 2012 or March 1 - 5, 2012 $492,000 $4,100 Dates Proposed Program Cost Per Person Cost El Conquistador

28. Cruise Option: Celebrity Solstice Itinerary At Sea March 2 7:00am Ft. Lauderdale March 4 At Sea March 3 6:00pm 8:00am Philipsburg, St. Maarten March 1 6:00pm 8:00am Charlotte Amalie, St. Thomas February 29 10:00pm 2:00pm San Juan, P.R. February 28 At Sea February 27 4:30pm Ft. Lauderdale February 26 Depart Arrive Port Date

31. Celebrity Solstice Projected Costs* February 26 – March 4, 2012 * Projected costs are before credits for commission / comps (EXPECTED TO BE ABOUT $150 PP OR $18,000 IN TOTAL) . Costs include all meals/snacks and exclude alcoholic and non-alcoholic beverages. Airfare is based on Feb / Mar 2010 air costs . $468,000 $3,900 Program Costs Per Person Costs Celebrity Solstice ( 7 Night Cruise )

38. Cruise Option: Celebrity Century Itinerary 7:00am Miami March 3 6:00pm 8:00am At Sea March 2 6:00pm 10:00am Cozumel, Mexico March 1 5:00pm 9:00am Roatan, Honduras February 29 At Sea February 28 5:00pm Miami February 27 Depart Arrive Port Date

41. Celebrity Century Projected Costs* February 27 – March 3, 2012 *Projected costs are before credits for commission / comps (EXPECTED TO BE ABOUT $100 PP, OR 12,000 IN TOTAL) . Costs include all meals/snacks and exclude alcoholic and non alcoholic beverages. Airfare is based on Feb / Mar 2010 air costs . $381,000 $3,175 Program Costs Per Person Costs Celebrity Century ( 5 Night Cruise )

48. Montego Bay, Jamaica Projected Costs* March 1 - 5, 2012 or February 23 - 27, 2012 Junior Suites at the Secrets Montego Bay are $283 per person, ($566 per room), per night inclusive of taxes. * Projected costs are before any credits for commission / comps (EXPECTED TO BE ABOUT $80 PP, OR $9,600 IN TOTAL) and are based on Feb / Mar 2010 air costs February 23 - 27, 2012 or March 1 - 5, 2012 $435,000 $3,625 Dates Proposed Program Cost Per Person Cost Secrets Montego Bay Resort

55. NASSAU, THE BAHAMAS PROJECTED COSTS* 120 Participants * Projected costs are before any credits for commission / comps (ESTIMATED TO BE ABOUT $125 PP, OR $15,000 IN TOTAL) and are based on Feb / Mar 2010 air costs ROOMS AT THE SANDALS ROYAL BAHAMIAN RESORT ARE $875 PER ROOM PER DAY, INCLUDING TAXES. February 23 - 27, 2012 $510,000 $4,250 Dates Proposed Program Cost Per Person Cost Sandals Royal Bahamian Spa Resort

62. LOS CABOS, MEXICO PROJECTED COSTS* 120 Participants * Projected costs are before any credits for commission / comps (EXPECTED TO BE ABOUT $70 PP, OR $8,400 IN TOTAL) and are based on Feb / Mar 2010 air costs ROOMS AT THE BARCELO LOS CABOS PALACE DELUXE RESORT ARE $462 PER ROOM, PER DAY, INCLUDING TAXES. February 23 - 27, 2012 or March 1 - 5, 2012 $414,000 $3,450 Dates Proposed Program Cost Per Person Cost Barcelo Los Cabos Palace Deluxe

68. Sanctuary Cap Cana Golf & Spa Resort Cap Cana, Dominican Republic

80. Cap Cana, Dominican Republic Projected Costs* February 23 - 27, 2012 or March 1 - 5, 2012 JUNIOR SUITES AT THE SANCTUARY CAP CANA RESORT ARE NOW INCLUSIVE AND NET OF COMMISSIONS. AS WE HAVE NEGOTIATED RATES THAT ARE NEARLY $200 LESS PER NIGHT THAN REGULAR RATES, THE HOTEL WILL NOT LET US MAKE THE RATES PUBLIC. * AS THE RATES ARE NET, THERE WILL NOT BE A COMMISSION CREDIT AT THE END OF THIS PROGRAM. PLEASE NOTE THAT THIS PROGRAM IS $400 LESS PP THAN IT WAS IN DECEMBER – A SAVINGS TO FREMONT OF NEARLY $50,000. Air is based on Feb / Mar 2010 air costs February 23 - 27, 2012 or March 1 - 5, 2012 $459,000 $3,825 Dates Proposed Program Cost Per Person Cost Sanctuary Cap Cana4

82. Grand Rapids – Sample Flight Itineraries

83. Grand Rapids – Sample Flight Itineraries Not Budgeted - Informational Only Miami, Florida (Also for Celebrity Century ) ERJ 6:05pm 4:55pm Grand Rapids Atlanta Delta One-Stop M80 5:10 3:59pm 1:05pm Atlanta Miami Delta 5:10 Duration (Hours: Minutes) One-Stop ERJ 7:42am 6:35am Cincinnati Grand Rapids Delta M80 11:45am 9:05am Miami Cincinnati Delta Note Equip. Arrive Depart Destination City Airline

84. Grand Rapids – Sample Flight Itineraries Not Budgeted - Informational Only Punta Cana, Dominican Republic San Juan, Puerto Rico CRJ 10:37pm 8:35pm Grand Rapids Atlanta Delta One-Stop 757 7:17 7:28pm 4:20pm Atlanta San Juan Delta Note Equip. Duration (Hours: Minutes) Arrive Depart Destination City Airline One-Stop CRJ 7:03 8:35am 6:15am Atlanta Grand Rapids Delta M80 2:18pm 9:40am Punta Cana Atlanta Delta 8:24 7:14 Duration (Hours: Minutes) 757 6:10pm 3:10pm Atlanta Punta Cana Delta One-Stop CRJ 8:35am 6:15am Atlanta Grand Rapids Delta One-Stop CRJ 10:37pm 8:35pm Grand Rapids Atlanta Delta 757 2:29pm 9:45am San Juan Atlanta Delta Note Equip. Arrive Depart Destination City Airline

85. Grand Rapids – Sample Flight Itineraries Not Budgeted - Informational Only Montego Bay, Jamaica Ft. Lauderdale, Florida (for Celebrity Solstice) CRJ 5:00pm 2:56pm Grand Rapids Atlanta Delta One-Stop 757 5:30 1:33pm 11:30am Atlanta Ft. Lauderdale Delta Note Equip. Duration (Hours: Minutes) Arrive Depart Destination City Airline One-Stop CRJ 6:33 8:35am 6:15am Atlanta Grand Rapids Delta 757 12:48pm 9:50am Montego Bay Atlanta Delta 7:37 5:29 Duration (Hours: Minutes) 757 6:06pm 3:00pm Atlanta Montego Bay Delta One-Stop CRJ 8:35am 6:15am Atlanta Grand Rapids Delta One-Stop CRJ 10:37pm 8:35pm Grand Rapids Atlanta Delta 757 11:44am 9:45am Ft. Lauderdale Atlanta Delta Note Equip. Arrive Depart Destination City Airline

86. GRAND RAPIDS – SAMPLE FLIGHT ITINERARIES FOR CABO & NASSAU. NOT BUDGETED – INFORMATIONAL ONLY Nassau, Bahamas Cabo, Mexico ERJ 10:25pm 8:40pm Grand Rapids Chicago American One-Stop DC9 7:15 6:15pm 12:10pm Chicago Cabo American Note Equip. Duration (Hours: Minutes) Arrive Depart Destination City Airline One-Stop CRJ 5:55 8:17am 6:00am Atlanta Grand Rapids Delta 757 11:55am 9:40am Nassau Atlanta Delta 5:34 7:40 Duration (Hours: Minutes) CRJ 1:43pm 11:22am Atlanta Nassau Delta One-Stop ERJ 6:35am 6:40am Chicago Grand Rapids American One-Stop CRJ 4:46pm 2:56pm Grand Rapids Atlanta Delta DC9 11:51am 9:15am Cabo Chicago American Note Equip. Arrive Depart Destination City Airline