Duties and Responsibilities of the Lead Independent Director

The Board has determined that, at least annually, the Board shall elect a lead independent director by and from the independent Board members to serve for a minimum of one year with responsibilities to include:

• Presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;
• Serving as a liaison between the Chairman and the independent directors;
• Previewing the information to be provided to the Board;
• Approving meeting agendas for the Board;
• Assuring that there is sufficient time for discussion of all meeting agenda items;
• Organizing and leading the Board's evaluation of the CEO;
• Being responsible for leading the Board's annual self-assessment;
• Having the authority to call meetings of the independent directors; and
• If requested by major stockholders, ensuring that he/she is available for consultation and direct communication.