E.MANAGEMENT AND BOARD REVIEW AND RESPONSIBILITY

1. Selection of the Chairman and Chief Executive Officer
The Board elects the Chairman and the Chief Executive Officer in the manner and based on the criteria that it deems appropriate and in the best interests of the Company given the circumstances at the time of such election.

2. Formal Evaluation of the Chief Executive Officer
Each year, the chairpersons of the Corporate Governance and Nominating Committee and the Compensation Committee will conduct a formal evaluation of the Chief Executive Officer’s performance based on appropriate quantitative and qualitative criteria.

3. Succession Planning
The Chief Executive Officer will annually review succession planning with the Corporate Governance and Nominating Committee, and provide that Committee, on behalf of the Board, with a continuing current recommendation as to succession in the event of that officer’s termination of employment, disability or death.

4. Assessing the Board’s Performance
The Corporate Governance and Nominating Committee will regularly conduct an assessment of the overall effectiveness of the organization of the Board and the Board’s performance of its governance responsibilities. The Committee will report its findings to the entire Board for discussion.

5. Board Compensation
Each year, the Compensation Committee will review the Board’s compensation in relation to its activities and other public companies in the Company’s industry. Any changes in Board compensation will be recommended by the Compensation Committee and approved by the Board.