DIRECTOR RESIGNATION POLICY    

Majority Voting in Director Elections/ Director Resignation Policy 

In accordance with the Corporation’s bylaws, if none of our stockholders provide the Corporation notice of an intention to nominate one or more candidates to compete with the Board’s nominees in a Director election, or if our stockholders have withdrawn all such nominations by the 10th day before the Corporation mails its notice of meeting to our stockholders, a nominee must receive more votes cast for than against his or her election or re-election in order to be elected or re-elected to the Board.

The Board expects a Director to tender his or her resignation if he or she fails to receive the required number of votes for re-election.  The Board shall nominate for election or re-election as Director only candidates who agree to tender, promptly following the annual meeting at which they are elected or re-elected as Director, irrevocable resignations that will be effective upon (i) the failure to receive the required vote at the next annual meeting at which they face re-election and (ii) Board acceptance of such resignation.  In addition, the Board shall fill Director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other Directors in accordance with this Board Policy.

If an incumbent Director fails to receive the required vote for re-election, the Corporate Governance and Nominating Committee will act on an expedited basis to determine whether to accept the Director’s resignation and will submit such recommendation for prompt consideration by the Board.  The Board expects the Director whose resignation is under consideration to abstain from participating in any decision regarding that resignation.  The Corporate Governance and Nominating Committee and the Board may consider any factors they deem relevant in deciding whether to accept a Director’s resignation.