Governance Guidelines

The board has adopted Corporate Governance Guidelines that apply to all of our employees, officers and directors. You can also obtain copies of the Guidelines by contacting the corporate Secretary at the company's headquarters' address.

Among other matters, the Guidelines provide as follows:

• A substantial majority of the members of the board are independent directors, as defined by NASDAQ rules.
• The audit, nominating and governance, and compensation committees consist entirely of independent directors.
• The nominating and governance committee recommends all nominees for election to the board, except where the company is legally required by contract, by-law or otherwise to provide third parties with the right to nominate directors.
• The nominating and governance committee's annual review of the requisite skills and criteria for board members, as well as the composition of the board as a whole, includes appropriate consideration of demonstrated experience, judgment, integrity, commitment and skills that are relevant to the company and its operations, including familiarity with science and technology, finance and accounting, marketing, product development, strategy, government regulation and affairs, and corporate governance.
• The nominating and governance committee is responsible for annually assessing the performance of the board, its committees and each individual director.
• When the Chairman of the Board is not an independent director, the independent directors elect a Lead Director from among the independent directors. The Lead Director, among other responsibilities, chairs meetings of the independent directors and consults with the Chairman of the Board regarding meeting agendas. The Lead Director is currently William T. End
• Independent directors meet on a regular basis, but not less than twice annually, apart from management board members and other management representatives.
• At least annually, the board reviews the company's corporate strategy.
• At least annually, the compensation committee, in consultation with all independent directors, evaluates the performance of the Chief Executive Officer.
• The Chief Executive Officer reports to the board at least annually on succession planning and management development.
• Board members have complete access to management and are encouraged to make regular contact.
• The board will give appropriate attention to written communications that are submitted to the board by our stockholders.
• Individual directors whose professional responsibilities outside of their involvement with the company change from those held when they were last elected to the board (except for promotions) are expected to volunteer to resign from the board, giving the board an opportunity to review the appropriateness of their continued board membership under the changed circumstances.
• Any director who turns age 73 while serving as a director is expected to retire from the board effective at the next annual meeting of stockholders following the date on which he or she turns 73.