The Board of Directors of the Company has adopted the following guidelines for purposes of establishing a framework for fulfilling its responsibilities to the Company’s stockholders. The guidelines describe the role, composition, structure and function of the Board. The Board periodically reviews these guidelines and other aspects of corporate governance.

Pledging and Hedging of Stock

Directors and executive officers of the Company may not engage in hedging transactions with respect to Company stock, and may not pledge Company stock as collateral for a loan or otherwise use Company stock to secure a debt (e.g., including using Company stock to secure a margin loan).

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Board Confidentiality

The Board recognizes the need to maintain the confidentiality of, and protect from disclosure, all non-public information presented to the Board or a Committee of the

Board, including deliberations and discussions of the Board with respect to matters presented to it, or considered by it, and individual comments and/or observations by Board members, as well as information relating to Board dynamics and relationships (collectively, “Board Information”). Safeguarding Board Information and protecting it against unauthorized disclosure is consistent with the Board’s fiduciary duties of loyalty and care.

Board Information: (i) shall be maintained in confidence by the directors and employees of the Company; (ii) shall not be disclosed by directors or employees of the Company to any other party (including the principals or employees of any organization which employs a director or which has sponsored a director’s election to the Board), absent the permission of the Board, the Chief Executive Officer, or General Counsel, to make such disclosure; and (iii) shall not be used for the personal benefit of a director, employee, or any person or entity outside of the Company.

There is no prohibition regarding the disclosure of any Board Information pursuant to an express requirement of a governmental agency or as required by applicable law; provided, (i) any such disclosure will only be of that part of the Board Information that is required to be disclosed pursuant to such express requirement; (ii) any such disclosure will only be to the party specified by such agency or law and will be made on a confidential basis; and (iii) no such disclosure shall be made without first providing the Chief Executive Officer and the General Counsel with prompt written notice of the intent to disclose as far in advance of the disclosure as is possible. The written notice shall include the law or agency requiring the release of the information.

Lead Director

The independent directors, meeting in executive session, elect one independent director to serve as the lead director. The lead director serves for a two-year term (subject to being re-elected to the Board of Directors by the shareholders).

The duties of the lead director are to (i) preside at executive sessions of the Board, and brief the CEO, as needed, following such sessions; (ii) preside at meetings of the Board where the Chairman is not present; (iii) call meetings of the independent directors; (iv) provide input on Board agendas and meeting schedules; (v) provide feedback to the Chairman on the quality of information received from management; and (vi) participate with the Chairman and the Nominating/Governance Committee in interviewing Board candidates.

The Board believes it is important that each director continues to maintain an individual relationship with the CEO by meeting periodically with the CEO on a one-on-one basis.

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