Common use of Board Declassification Clause in Contracts

Board Declassification. In accordance with the Company’s Charter and Bylaws and applicable state law, the Company will submit and recommend a binding resolution for approval by its stockholders at the Company’s annual meeting of stockholders to be held in 2009 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 Stockholders, the first of such annual elections would take place at the Company’s annual meeting of Stockholders to be held in 2010. The Company will also submit for stockholder approval, as previously announced, the ratification of the Shareholder Rights Plan, and if not ratified by stockholders, terminate the Shareholder Rights Plan.