SHAREHOLDER NOMINEE POLICY

Process for Identifying and Evaluating Director Candidates

The Committee shall actively seek individuals qualified to become Board members and conduct appropriate inquiries into the backgrounds and qualifications of possible nominees. The Committee shall identify potential candidates by soliciting nominations from existing Board members and through nominations by shareholders. Candidates will first be evaluated by an examination of a candidate's experience and qualifications. If a candidate's experience and qualifications are desirable, the Committee will interview and, at its option, perform reference checks on all qualified candidates before recommending a candidate for nomination to the Board.

Minimum Qualifications for Directors / Desired Qualifications and Skills

In general, the Committee values diversity, qualifications and skills that are complementary to existing Board members.

When considering candidates for Director, the Committee takes into account a number of factors, including the following:

  • Whether the candidate has relevant business experience;
  • Judgment, skill, integrity and reputation;
  • Decision-making ability.

Submission of Shareholder Nominees

The Corporation's Bylaws set forth procedures that must be followed by shareholders seeking to make nominations for directors. Such nominations must be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one-hundred twenty (120) days prior to the meeting at which directors are to be elected.

Each such notice given by a stockholder with respect to nominations for the election of directors must set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment , the name, type of business and address of the corporation or other organization in which such employment is carried on of each proposed nominee and of each such person, (iii) the amount of stock of the Corporation owned beneficially, either directly or indirectly, by each proposed nominee and each such person, (iv) a description of any arrangement or understanding of each proposed nominee and of each such person with each or any other person regarding future employment or any future transaction to which the corporation will or may be a party, and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including, without limitation, such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the shareholder giving the notice, (i) the name and address, as they appear on the Corporation's books, of such shareholder, and (ii) the amount of stock of the Corporation owned beneficially, either directly or indirectly, by such shareholder.

At the request of the Board of Directors, any person nominated by the Committee for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a shareholder's notice of nomination which pertains to the nominee.

In the event a shareholder has submitted a proposed nominee, the Committee would consider the proposed nominee, along with any other proposed nominees recommended by individual directors, in the same manner in which the Committee would evaluate nominees for director recommended by the Board of Directors.

Recommend Candidates to the Board

The Committee shall select the candidates whose attributes would be most beneficial to the Corporation and recommend those candidates to the Board. The Committee shall evaluate the performance of a Director before recommending his nomination for another term to the Board.

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