Common use of Size and Composition of the Board Clause in Contracts

Size and Composition of the Board. The Nomination & Governance Committee shall periodically review the size of the Board and make any recommendations to the Board for changing the number of Directors serving on the Board. The Board also believes that it is useful and appropriate from time to time to have members of management, including the CEO, as Directors. Directors will be elected to one year terms and will need to stand for reelection annually. Availability of uniquely qualified outside Board member candidates or succession planning considerations for external or internal Board members may justify size increases. The Nomination & Governance Committee shall establish selection criteria that identify desirable skills and experience for prospective Board members and address the issues of diversity and background. The Board, with the assistance of the Nomination & Governance Committee, shall select potential new Board members using the criteria and priorities established from time to time. The Company’s bylaws provide that the Board shall consist of a majority of independent Directors unless otherwise determined by a unanimous vote of the Board or unless the bylaws are amended by the Company’s stockholders. The Company defines an “independent” Director in accordance with the listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”). The Board is responsible for determining whether or not each non-employee Director is independent. In making its independence determinations, the Board will review information provided by the Directors and the Company with regard to each Director’s business and personal activities as they may relate to the Company and the Company’s management.