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The independent outside directors shall designate a Lead Independent Director or Non-Executive Chairman who shall be responsible for coordinating the activities of the other independent directors and shall bear such other responsibilities as the independent directors as a whole may designate from time to time, including but not limited to (i) approving an appropriate schedule of Board meetings, (ii) reviewing agendas for Board and committee meetings, (iii) assessing the flow of information from the Company's management to the Board and requesting, when deemed appropriate, inclusion of additional material, (iv) directing the retention of consultants who report directly to the Board when deemed appropriate, (v)participating, along with the members of the Compensation Committee and the full Board, in the evaluation of the Chief Executive Officer and, together with the Chairman of the Compensation Committee (or, if the Lead Independent Director or Non-Executive Chairman, as the case may be, is also the Chairman of the Compensation Committee, an independent director designated by the Compensation Committee), meeting with the Chief Executive Officer to discuss such evaluation and (vi) consulting with the Governance and Nominating Committee concerning the members and chairpersons of all Board committees.

Pages: 19

ISBN: B018YSI132

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