Common use of Board Declassification Clause in Contracts

Board Declassification. In accordance with the Company’s Restated Charter, Amended and Restated Bylaws and applicable state law, the Company will submit, recommend and solicit proxies in favor of a resolution for consideration by its shareholders at the 2008 Annual Meeting to declassify the Company’s Board to provide for the annual election of all directors (the “Declassification Proposal”). Under such proposal, if approved by the Company’s shareholders, the first of such annual elections would take place at the Company’s 2008 Annual Meeting, with (i) each of the Company’s incumbent directors whose term expires at the 2008 Annual Meeting and who is re-nominated by the Company to be elected to one-year terms ending at the 2009 Annual Meeting, (ii)