Board Leadership Structure The Board selects the Chairman of the Board and Chief Executive Officer and determines from time to time whether the positions are to be combined and filled by one person or separated and filled by two persons. The Board shall consider as candidates for nomination for election or re-election to the Board, or to fill vacancies and new directorships on the Board, only those individuals who agree to tender, promptly following their election, re-election or appointment, an irrevocable resignation that will be effective upon (a) the occurrence of a Majority Withheld Vote for that director in his or her next election and (b) acceptance of the tendered resignation by the Board. The Board will appoint the membership of any search committee that may be necessary to fill the office of Chief Executive Officer.

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