Common use of Board Independence Clause in Contracts

Board Independence. The Board shall be comprised of at least a majority of independent directors who meet the criteria for independence as required by the New York Stock Exchange (“NYSE”) and the U.S. Securities and Exchange Commission (“SEC”). A director qualifies as “independent” if the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company or its subsidiaries). The Company shall publicly disclose these determinations in its annual proxy statement. Independent directors shall inform the Board when there are any changes in their circumstances or relationships that are reasonably likely to affect their independence, including all business relationships between a director and the Company, its affiliates or members of management.