Director Policy and Standards
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The following policies and standards will be applicable to Directors of the Company and have been duly authorized and approved by the Board of Directors of the Company:
1. Term Limits
The term of a Director will continue until, (a) in the case of a Director who is also an executive of the Company, the effectiveness of their termination of employment and services to the Company, and (b) in the case of any Director, until either the end of his elected term, unless duly renominated and re-elected as a Director for a subsequent term, or the conclusion of the Nominations/Governance Committee that a Director no longer satisfies the requirements, expectations and standards of the Director for service as a Director. At the end of his term, a Director will resign as a Director.
A Director will not be nominated or renominated as a Director after their 77th birthday or such earlier time as the Director is no longer active in business or professionally through other directorships, employment, consulting or other professional or organizational services.
3. Limitation on Other Boards
A Director will not serve as a director on the boards of directors of more than three publicly traded companies (including the Company).
4. Limitation on Service to Competitors
A Director will not serve as a director, executive, employee or consultant to any company that is a competitor to the Company, taking account of companies identified as competitors of the Company in the Company’s public reports.
5. Stock Ownership
A Director is expected to acquire ownership of an amount of Company stock over five years in value equal to three times the annual cash compensation of the Director. Pledged shares will not be considered when determining compliance with this expectation.
6. Stock Retention
A Director will hold any Company stock acquired upon the exercise of stock options or restricted stock issued to them for one year following their exercise or vesting, as applicable, except to the extent necessary to (a) pay income and other taxes assessed upon exercise of the options or vesting of that stock, or (b) to provide for funds for the exercise of the options (including any “cashless” exercise of the options).
7. Hedging; Pledging
A Director will not short sell, hedge and/or pledge the Company’s stock. Any pledges in place by any Director as of the 2013 Annual Meeting of stockholders will be disclosed to the Company and subject to this prohibition within three years thereafter.
8. Insider Trading Policies
A Director will comply in all respects with the Company’s director and insider trading policies, including the Company’s Statement of Policy Concerning Trading in the Company’s Securities. Concerning Trading in the Company’s Securities.
9. Director Loans
The Company will not make personal loans or credit advances to Directors, except (a) pursuant to employment or service agreements with Directors who are executives of the Company as approved by the Company’s Board of Directors, (b) ordinary travel and expense advances, (c) advance Director fee payments and (d) advances and other payments as required by Director indemnification pursuant to the Company’s charter, by-laws, applicable law or otherwise.
10. Lead Independent Director
The Board of Directors will designate a lead independent director, a position which rotates annually. The lead independent director will organize and chair meetings of independent directors of the Board of Directors and organize, facilitate and communicate observations of the independent directors to the Chief Executive Officer of the Company, although each Director is free to communicate directly with the Chief Executive Officer of the Company.
11. Director Meeting Attendance
Directors are expected to attend at least 75% of official Director and meetings of Committees of the Board of Directors in each year. If a Director is absent from more than 25% of the official meetings of the Board of Directors or any Committee of which the Director is a member in any year, the Director will resign from the Board of Directors.
This Policy is effective as of the date of the Resolution adopting it, and updates, replaces and supercedes the Company’s prior Director guidelines, policies and standards, and is subject to modification, amendment and wavier either by the Company’s Nomination/Governance Committee or Board of Directors, with any such modifications, amendments or waivers provided to the General Counsel and Compliance Officer of the Company.