Common use of Nomination of Directors Clause in Contracts

Nomination of Directors. Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

Nomination of Directors. Except Only persons who are nominated in accordance with the following procedures shall be eligible for election as otherwise fixed by resolution of directors. The nomination for election to the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board Corporation at a meeting of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors stockholders may be made by the Board of Directors, by a committee appointed by the board of directors, Directors or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder Corporation entitled to vote in for the election of directors as provided herein may nominate one at such meeting who complies with the notice procedures set forth in this Section 2.11. Such nominations, other than those made by or on behalf of the Board of Directors, shall be made by notice in writing delivered or mailed by first class United States mail, postage prepaid, to the Secretary, and received at the principal executive offices of the Corporation not less than sixty (60) days nor more persons for election as directors at a than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting only of stockholders; provided, however, that if written notice of the annual meeting is not held within thirty (30) days before or after such stockholder's intent to make anniversary date, then such nomination or nominations has shall have been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received Secretary not later than the close of business on the tenth (10th) 10th day following the earlier of the day date on which the notice of the date of the meeting was mailed or such public disclosure was made, whichever occurs first. Such notice shall set forth (a) as to each proposed nominee (i) the name, age, business address and, if known, residence address of each such nominee, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee, and (iv) any other information concerning the nominee that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, including such person’s written consent to be named as a nominee and to serve as a director if elected; and (b) with respect as to an election to be held at a special meeting of stockholders for the election of directorsstockholder giving the notice (i) the name and address, not earlier than the close of business as they appear on the 90th day prior to Corporation’s books, of such special meeting stockholder and not later than (ii) the close class and number of business on the later shares of the 60th day prior Corporation which are beneficially owned by such stockholder. The Corporation may require any proposed nominee to furnish such special meeting or other information as may reasonably be required by the tenth (10th) day following Corporation to determine the day on which public disclosure is first made eligibility of such proposed nominee to serve as a director of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, aCorporation.

Nomination of Directors. Except Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called by resolution a majority of the Board of Directors pursuant to for the Articles purpose of Incorporation relating to electing directors: (a) by or at the authorization direction of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof); or (b) by any stockholder of the Corporation: (i) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 2 and on the record date for the determination of stockholders entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of and to vote at such meeting; and (ii) who complies with the procedures set forth in this Section 2. In addition to any other applicable requirements, for a nomination to be made by a stockholder's intent , such stockholder must be given timely notice thereof in proper written form to make such nomination or nominations has been the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation not later than, Corporation: (a) with respect in the case of an Annual Meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance the anniversary date of the first anniversary immediately preceding Annual Meeting of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meetingStockholders; PROVIDEDprovided, HOWEVERhowever, that in the event that the Annual Meeting is called for a date of the annual meeting that is changed by more than not within thirty (30) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the meeting Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (b) with respect to an election to be held at in the case of a special meeting Special Meeting of stockholders Stockholders called for the election purpose of directorselecting director, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at Special Meeting was made or such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meetingAnnual Meeting was mailed, whichever first occurs. To be in proper written form, a stockholder’s notice to the Secretary must set forth: (a) as to each person whom the stockholder proposes to nominate for election as a director: (i) the name, age, business address and residence of the person; (ii) the principal occupation or employment of the person; (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person; (iv) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K of the Exchange Act and the rules and regulations promulgated thereunder, if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (v) any other information relating to the person that would be required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (b) as to the stockholder: (i) the name and address of such stockholder, as they appear on the Corporation’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (ii) (A) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, (B) any Derivative Instrument directly or indirectly owned beneficially by such stockholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any class or series of shares of the Corporation, (D) any Short Interest, (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household, (H) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by such stockholder, and (I) any direct or indirect interest of such stockholder in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement); (iii) a description of all arrangements or understandings between such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, on the one hand, and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, on the other hand; (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; (v) a completed copy of the questionnaire and executed written representation and agreement specified in the next paragraph; and (vi) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. Without limiting the foregoing, to be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under this Section 2) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, (C) will comply with the Corporation’s share ownership requirements, if any, (D) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation publicly disclosed from time to time, and (E) will abide by the requirements of Section 1(c) of Article III of these By-Laws. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures and in compliance with the requirements set forth in this Section 2. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures or such nominee or proposing stockholder (including any beneficial owner) is not in compliance, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Nomination of Directors. Except as otherwise fixed by resolution Nomination for election of members of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, Directors or by any stockholder of record at any outstanding class of capital stock of the time of giving of notice provided for herein. However, any stockholder Corporation entitled to vote in for the election of directors as provided herein may nominate one or more persons for election as directors at Directors and who complies with the notice provisions in this Section. Notice by a meeting only if written notice stockholder of such stockholder's intent intention to make such nomination or any nominations has been shall be made in writing and shall be delivered to or mailed and received by to the secretary Secretary at the principal executive offices of the corporation not later than, Corporation (a) with respect in the case of an annual meeting, not less than 120 days nor more than 180 days prior to an the date of the meeting of stockholders called for the election of Directors which, for purposes of this provision, shall be deemed to be held at an on the same date as the annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with stockholders for the preceding year's annual meeting; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed advanced by more than thirty (30) 30 days or delayed by more than 60 days from such the anniversary datedate of the preceding year's annual meeting, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, so delivered not earlier than the close of business on the 90th 180th day prior to such special annual meeting and not later than the close of business on the later of the 60th 120th day prior to such special annual meeting or the tenth (10th) day following the day on which public disclosure announcement of the date of such annual meeting is first made made; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no was mailed or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary announcement of the date of the preceding yearspecial meeting was made, whichever first occurs. Such notification shall contain the following information (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the number of shares of capital stock of the Corporation owned by each proposed nominee; (d) the name and residence address of the notifying stockholder; (e) the number of shares of capital stock of the Corporation owned by the notifying stockholder; (f) the consent in writing of the proposed nominee as to the proposed nominee's annual meetingname being placed in nomination for Director; (g) a description of all arrangements or understandings between such notifying stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such notifying stockholder, a(h) a representation that such notifying stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (i) all information relating to such proposed nominee that would be required to be disclosed by Regulation 14A under the Securities Exchange Act of 1934, as amended, and Rule 14a-11 promulgated thereunder, assuming such provisions would be applicable to the solicitation of proxies for such proposed nominee. Nominations not made in accordance herewith shall be disregarded and, upon the chairman's instructions, the teller shall disregard all votes cast for each such nominee.

Nomination of Directors. Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations Nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, Directors or by any stockholder of record at the time of giving of notice provided for herein. However(each, any stockholder a "Nominator") entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written directors. Such nominations, other than those made by the Board of Directors, shall be made in writing pursuant to timely notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary Corporate Secretary of the corporation not later than, (a) Company as set forth in this Section 3. To be timely in connection with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance a Nominator's notice, setting forth the name and address of the first anniversary person to be nominated, shall be delivered to or mailed and received at the principal executive offices of the Company not less than 90 days nor more than 180 days prior to the date on which the corporation's proxy statement was released to security holders in connection with the immediately preceding year's annual meeting of stockholders was held. To be timely in connection with any election of a director at a special meeting of the stockholders, a Nominator's notice, setting forth the name of the person to be nominated, shall be delivered to or mailed and received at the principal executive offices of the Company not less than forty days nor more than sixty days prior to the date of such meeting; PROVIDEDprovided, HOWEVERhowever, that in the event that less than forty-seven days' notice or prior public disclosure of the date of the annual special meeting of the stockholders is changed by more than thirty (30) days from such anniversary dategiven or made to the stockholders, the Nominator's notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) seventh day following the earlier of the day on which such notice of the date of the meeting was mailed or such public disclosure was made. At such time, the Nominator shall also submit written evidence, reasonably satisfactory to the Corporate Secretary of the Company, that the Nominator is a stockholder of the Company and shall identify in writing (a) the name and address of the Nominator, (b) the number of shares of each class of capital stock of the Company owned beneficially by the Nominator, (c) the name and address of each of the persons with whom the Nominator is acting in concert, (d) the number of shares of capital stock beneficially owned by each such person with whom the Nominator is acting in concert and (e) a description of all arrangements or understandings between the Nominator and each nominee and any other persons with whom the Nominator is acting in concert pursuant to which the nomination or nominations are to be made. At such time, the Nominator shall also submit in writing (i) the information with respect to an election each such proposed nominee that would be required to be held at provided in a special meeting proxy statement prepared in accordance with Regulation 14A under the Exchange Act and (ii) a notarized affidavit executed by each such proposed nominee to the effect that, if elected as a member of stockholders the Board of Directors, he will serve and that he is eligible for election as a member of the election Board of directors, not earlier than the close of business on the 90th day Directors. Within thirty days (or such shorter time period that may exist prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting) after the Nominator has submitted the aforesaid items to the Corporate Secretary of the Company, the Corporate Secretary of the Company shall determine whether the evidence of the Nominator's status as a stockholder submitted by the Nominator is reasonably satisfactory and shall notify the Nominator in writing of his determination. The failure of the Corporate Secretary of the Company to find such evidence reasonably satisfactory, or the failure of the Nominator to submit the requisite information in the form or within the time indicated, shall make the person to be nominated ineligible for nomination at the meeting at which such person is proposed to be nominated. The Chairman of the Meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare to the meeting and the nominees proposed by defective nomination shall be disregarded. Beneficial ownership shall be determined in accordance with Rule 13d-3 under the board Exchange Act. No provision of directors to be elected at such a meeting. Notwithstanding any of the foregoing this Section 3 shall apply to the contrary, election of any Class B Director (as defined in the event that the number Restated Certificate of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, aIncorporation).

Nomination of Directors. Except Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible to serve as otherwise fixed directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for herein. Howeverin this Section 2.10, any stockholder who shall be entitled to vote in for the election of directors as provided herein may nominate one at the meeting and who complies with the notice procedures set forth in this Section 2.10. Such nominations, other than those made by or more persons for election as directors at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary. To be timely, a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been notice shall be delivered to or mailed and received by the secretary Secretary at the principal executive offices of the corporation Corporation not later than, (a) with respect than the close of business on the 90th calendar day prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed by more than thirty (30) 30 calendar days from before or after such anniversary datedate or that no annual meeting was held in the prior year, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and so delivered not later than the close of business on the later of the 60th 90th calendar day prior to such special annual meeting or the tenth (10th) 10th calendar day following the calendar day on which public disclosure is first made announcement of the date of the special such meeting and the nominees proposed is first made by the board Corporation. In no event shall the public announcement of directors an adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be elected at disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (the "SEC Proxy Rules") (including such person's written consent to being named in the proxy statement as a meeting. Notwithstanding any nominee and to serving as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Corporation's books, of such stockholder and (ii) the class and number of shares of the foregoing Corporation which are beneficially owned by such stockholder and (iii) any other information relating to such stockholder that would be required to be disclosed in the proxy statement or other filings pursuant to the contrarySEC Proxy Rules. At the request of the Board of Directors, in the event that the number of directors to be elected any person nominated by the Board of Directors for election as a director shall furnish to the Secretary that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve as a director of the corporation is increased Corporation unless nominated in accordance with the procedures set forth in this bylaw. The chairman of the meeting shall, if the facts warrant, determine and there is no public disclosure declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the corporation naming bylaws, and if he should so determine, he shall so declare to the nominees for director or specifying meeting and the size defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.10, a stockholder shall also comply with all applicable requirements of the increased Board Securities Exchange Act of Directors at least seventy (70) days prior 1934, and the rules and regulations thereunder with respect to the first anniversary of the date of the preceding year's annual meeting, amatters set forth in this Section 2.10.

Nomination of Directors. (a) Except as set forth in Section 5(b), only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (i) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof) or (ii) by any stockholder of the Corporation (A) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 2 and on the record date for the determination of stockholders entitled to vote at such meeting and (B) who complies with the notice procedures set forth in this Section 2. In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the election Secretary of directors as provided herein may nominate one or more persons for election as directors at the Corporation. To be timely, a meeting only if written notice of such stockholder's intent notice to make such nomination or nominations has been the Secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation not later than, Corporation (a) with respect in the case of an annual meeting, not less than 90 days prior to an election to be held at an the anniversary date of the immediately preceding annual meeting of stockholders; provided, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVERhowever, that in the event that the date of the annual meeting is changed by more than thirty (30) called for a date that is not within 30 days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) 10th day following the earlier day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which notice of the date of the special meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting was made, whichever first occurs. To be in proper written form, a stockholder's notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the nominees rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the board meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to be elected at such a meeting. Notwithstanding any Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee being named as a nominee and to serve as a director if elected. Except as set forth in Section 5(b) of Article III, no person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the contrary, in the event meeting that the number of directors to nomination was defective and such defective nomination shall be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, adisregarded.

Nomination of Directors. Except Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible for election as otherwise fixed by resolution directors. Nominations of persons for election to the board of the Board corporation may be made at a meeting of Directors pursuant shareholders at which directors are to the Articles of Incorporation relating to the authorization be elected only (i) on behalf of the Board board of Directors to provide directors, by resolution for the issuance of Preferred Stock and to determine the rights Governance Committee of the holders board of such Preferred Stock directors in accordance with Article V of these bylaws and subject to elect directors, nominations paragraph (b) of Article VII of the amended and restated articles of incorporation or (ii) by any shareholder of the corporation entitled to vote for the election of directors may at the meeting who complies with the notice procedures set forth in this Section 11. Such nominations, other than those made by or at the direction of the board as described in clause (i) above, shall be made by timely notice in writing to the Board of Directorscorporate secretary. To be timely, by a committee appointed by the board of directors, shareholder's notice shall be delivered or by any stockholder of record mailed to and received at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary principal executive office of the corporation not later than, (a) with respect less than 60 days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance the date of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVERprovided, however, that in the event that less than 70 days’ notice or prior disclosure of the date of the annual this meeting is changed by more than thirty (30) days from such anniversary dategiven or made to shareholders, notice by the stockholder shareholders to be timely must be so received not later than the close of business on the tenth (10th) 10th day following the earlier of the day date on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s notice shall set forth (i) as to each person whom such shareholder proposes to nominate for election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (ii) as to the shareholder giving the notice (a) the name and address, as they appear on the corporation’s share register, of such shareholder and (b) with respect the class and number of shares of the corporation’s capital stock that are beneficially owned by such shareholder, and shall be accompanied by the written consent of each such person to an serve as a director of the corporation, if elected. At the request of the board acting through the Governance Committee, any person nominated at the direction of the board by such committee for election as a director shall furnish to the corporate secretary that information required to be held at set forth in a special meeting shareholder’s notice of stockholders nomination which pertains to the nominee. No person shall be eligible for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later as a director of the 60th day prior to such special meeting or corporation unless nominated in accordance with the tenth (10th) day following the day on which public disclosure is first made provisions of this Section 11. The officer of the date of corporation or other person presiding at the special meeting shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with such provisions and, if he shall so determine, he shall so declare to the meeting and the nominees proposed by the board of directors to defective nomination shall be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, adisregarded.

Nomination of Directors. Except Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company, except as may be otherwise fixed provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof) or (b) by any stockholder of the Company (i) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 4 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 4. In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the election Secretary of directors as provided herein may nominate one or more persons for election as directors at the Company. To be timely, a meeting only if written notice of such stockholder's intent notice to make such nomination or nominations has been the Secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation not later than, Company (a) with respect in the case of an annual meeting, not less than sixty (60) days nor more than ninety (90) days prior to an election to be held at an the anniversary date of the immediately preceding annual meeting of stockholders; provided, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVERhowever, that in the event that the date of the annual meeting is changed by more than called for a date that is not within thirty (30) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) with respect to an election to be held at in the case of a special meeting of stockholders called for the election purpose of electing directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no was mailed or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding yearspecial meeting was made, whichever first occurs. To be in proper written form, a stockholder's annual meetingnotice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, aage, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the Company unless nominated in accordance with the procedures set forth in this Section 4. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Nomination of Directors. Except Only persons who are nominated in accordance with the procedures of this Section 2.13 shall be eligible for election as otherwise fixed by resolution of the Board of Directors pursuant directors. Subject to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock any class or series of stock having a preference over the common stock as to elect directorsdividends or upon liquidation, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, Directors or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein generally who complies with the notice procedures set forth in this Section 2.13. Any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors a director at a meeting only if timely written notice of such stockholder's intent to make such nomination or nominations has been given, either by personal delivery or by U.S. mail, first class postage prepaid, return receipt requested, to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received by at the secretary principal executive offices of the corporation Corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, less than 120 calendar days nor more than 150 days in advance of the first anniversary of the date the corporationCorporation's proxy statement was released to security holders stockholders in connection with the preceding previous year's annual meetingmeeting of stockholders; PROVIDEDprovided, HOWEVERhowever, that in if no annual meeting was held the event that previous year or the date of the annual meeting is has been changed by more than thirty (30) 30 calendar days from such anniversary datethe date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so received not later than at least 80 days prior to the close of business on date the tenth Corporation intends to distribute its proxy statement with respect to such meeting. Each such notice shall set forth: (10tha) day following the earlier name and address of the day on which notice of stockholder who intends to make the date of the meeting was mailed or public disclosure was madenomination, and (b) with respect to an election the name, age, business address, and home address of the person or persons to be held nominated; (c) the principal occupation of the person or persons nominated; (d) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than intends to appear in person or by proxy at the close meeting and intends to appear at the meeting to nominate the person or persons specified in the notice; (e) a description of business on all arrangements or understandings between the later stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (f) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the rules of the 60th day prior Securities and Exchange Commission, had the nominee been nominated, or intended to such special meeting or be nominated, by the tenth Board of Directors; and (10thg) day following the day on which public disclosure is first made consent of each nominee to serve as a director of the date Corporation if so elected. At the request of the special meeting and the nominees proposed by the board Board of directors to be elected at such a meeting. Notwithstanding Directors any of the foregoing to the contrary, in the event that the number of directors to be elected person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the corporation is increased Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.13. The chairman of the meeting shall, if the facts warrant, determine and there is no public disclosure declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior by-laws, and if he should so determine, he shall so declare to the first anniversary of meeting and the date of the preceding year's annual meeting, adefective nomination shall be disregarded.

Nomination of Directors. Except Only persons who are nominated in accordance with the procedures of these Bylaws shall be eligible for election as otherwise fixed by resolution of the Board of Directors pursuant directors. Subject to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock any class or series of stock having a preference over the common stock as to elect directorsdividends or upon liquidation, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, Directors or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein generally who complies with the notice procedures set forth in this these Bylaws. Any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors a director at a meeting only if timely written notice of such stockholder's intent to make such nomination or nominations has been given, either by personal delivery or by U.S. mail, first class postage prepaid, return receipt requested, to the Secretary of the corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received by at the secretary principal executive offices of the corporation not later than, (a) with respect less than 60 days nor more than 90 days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDEDprovided, HOWEVERhowever, that in the event that less than 70 days' notice or prior public disclosure of the date of the annual meeting is changed by more than thirty (30) days from such anniversary dategive or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth fifth (10th5th) day following the earlier of the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination, and (b) with respect to an election the name, age, business address, and home address of the person or persons to be held nominated; (c) the principal occupation of the person or persons nominated; (d) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than intends to appear in person or by proxy at the close meeting and intends to appear at the meeting to nominate the person or persons specified in the notice; (e) a description of business on all arrangements or understandings between the later stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (f) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the rules of the 60th day prior Securities and Exchange Commission, had the nominee been nominated, or intended to such special meeting or be nominated, by the tenth Board of Directors; and (10thg) day following the day on which public disclosure is first made consent of each nominee to serve as a director of the date corporation if so elected. At the request of the special meeting and the nominees proposed by the board Board of directors to be elected at such a meeting. Notwithstanding Directors any of the foregoing to the contrary, in the event that the number of directors to be elected person nominated by the Board of Directors for election as a Director shall furnish to the Secretary of the corporation is increased that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a Director of the corporation unless nominated in accordance with the procedures set forth in these Bylaws. The chairman of the meeting shall, if the facts warrant, determine and there is no public disclosure declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior Bylaws, and if he should so determine, he shall so declare to the first anniversary of meeting and the date of the preceding year's annual meeting, adefective nomination shall be disregarded.

Nomination of Directors. Except Only persons who are nominated ----------------------- in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided in the Certificate of Incorporation of the Corporation with respect to the right of holders of Preferred Stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 10 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 10. In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the election Secretary of directors as provided herein may nominate one or more persons for election as directors at the Corporation. To be timely, a meeting only if written notice of such stockholder's intent notice to make such nomination or nominations has been the Secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation Corporation not later than, less than ninety (a90) with respect days nor more than one hundred and twenty (120) days prior to an election to be held at an the anniversary date of the immediately preceding annual meeting of stockholders; provided, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVERhowever, that in the event that the date of the annual -------- ------- meeting is changed by more than called for a date that is not within thirty (30) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the later of (i) ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders and (ii) the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special annual meeting was made, whichever first occurs. To be in proper written form, a stockholder's notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the nominees rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination (s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the board annual meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to be elected at such a meeting. Notwithstanding any Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 10. If the chairman of the annual meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the contrary, in the event meeting that the number of directors to nomination was defective and such defective nomination shall be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, adisregarded.

Nomination of Directors. Except as otherwise fixed Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of stockholders (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 2 and on the record date for the determination of stockholders entitled to vote at such Annual Meeting and (ii) who complies with the notice procedures set forth in this Section 2. Persons nominated by a stockholder of the election of directors as provided herein may nominate one or more persons Corporation shall only be eligible for election as directors at of the Corporation if such persons are nominated in accordance with the following procedures. In addition to any other applicable requirements, for a meeting only if nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written notice form to the Secretary of such the Corporation. To be timely, a stockholder's intent notice to make such nomination or nominations has been the Secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation Corporation not later than, (a) with respect less than sixty days nor more than ninety days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance the date of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meetingAnnual Meeting; PROVIDED, HOWEVER, that in the event that less than seventy days' notice or prior public disclosure of the date of the annual meeting Annual Meeting is changed by more than thirty (30) days from such anniversary dategiven or made to stockholders, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the meeting Annual Meeting was mailed or such public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting Annual Meeting was made, whichever first occurs. To be in proper written form, a stockholder's notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any residence address of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a---------------

Nomination of Directors. Except as otherwise fixed by resolution of Only persons who are nominated in accordance with the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may following procedures shall be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons eligible for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later thanCorporation, (a) except as may be otherwise provided in the Restated Certificate of Incorporation with respect to an the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board may be held made at an any annual meeting of stockholders, 120 calendar days in advance or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the first anniversary Board (or any duly authorized committee thereof) or (b) directly by any stockholder of the Corporation (i) who is a stockholder of record on the date of the corporation's proxy statement was released giving of the notice provided for in this Section 2.7 and on the record date for the determination of stockholders entitled to security holders in connection notice of and to vote at such meeting and (ii) who complies with the preceding year's notice procedures set forth in this Section 2.7. In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed by more than thirty called for a date that is not within twenty five (3025) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the annual meeting was mailed or such public disclosure (as defined in Section 2.5) of the date of the annual meeting was made, whichever first occurs; and (b) with respect to an election to be held at in the case of a special meeting of stockholders called for the election purpose of electing directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no was mailed or public SUNPOWER CORPORATION disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the special meeting was made, whichever first occurs. In no event shall the public disclosure of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each person whom the stockholder proposes to nominate for election as a director and as to the stockholder giving the notice and any Stockholder Associated Person (as defined in Section 2.5) (i) the name, age, business address, residence address and record address of such person, (ii) the principal occupation or employment of such person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such person, (iv) any information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, (v) the nominee holder for, and number of, shares owned beneficially but not of record by such person, (vi) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any derivative or short positions, profit interests, options or borrowed or loaned shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such person with respect to any share of stock of the Corporation, (vii) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director on the date of such stockholder’s notice, (viii) a description of all arrangements or understandings between or among such persons pursuant to which the nomination(s) are to be made by the stockholder and any relationship between or among the stockholder giving notice and any Stockholder Associated Person, on the one hand, and each proposed nominee, on the other hand, and (ix) a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice. Any information required pursuant to this paragraph shall be supplemented by the stockholder giving the notice not later than ten (10) days after the record date for the meeting as of the record date. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.7 (including the provision of the information required pursuant to the immediately preceding year's annual meetingparagraph). If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, athe chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded. SUNPOWER CORPORATION

Nomination of Directors. Except Subject to such rights of holders of shares of one or more outstanding series of preferred stock of the Corporation to elect one or more Directors of the Corporation under circumstances as otherwise fixed shall be provided by resolution or pursuant to the Certificate of Incorporation, only persons who are nominated in accordance with the procedures set forth in this Section 3.3 shall be eligible for election as, and to serve as, Directors of the Corporation. Nominations of persons for election to the Board of Directors may be made only at a meeting of the stockholders of the Corporation at which Directors of the Corporation are to be elected (i) by or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization or (ii) by any stockholder of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by Corporation who is a committee appointed by the board of directors, or by any stockholder of record at the time of the giving of such stockholder's notice provided for herein. Howeverin this Section 3.3, any stockholder who shall be entitled to vote at such meeting in the election of directors as provided herein may nominate one or more persons for election as directors at Directors of the Corporation and who complies with the requirements of this Section 3.3. Any such nomination by a meeting only if written stockholder of the Corporation shall be preceded by timely advance notice in writing to the Secretary of the Corporation. To be timely, such stockholder's intent to make such nomination or nominations has been notice must be delivered to to, or mailed and received by at, the secretary principal executive offices of the corporation Corporation not less than 120 days prior to the scheduled annual meeting date, regardless of any postponements, deferrals or adjournments of such annual meeting to a later thandate; provided, (a) with respect to an election to be held at an however, that if the scheduled annual meeting date differs from the annual meeting date of the next preceding annual meeting of stockholders, 120 calendar days in advance stockholders of the first anniversary Corporation by greater than 30 days, and if less than 100 days' prior notice or public disclosure of the scheduled meeting date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary dategiven or made, notice by the stockholder such stockholder, to be timely timely, must be so delivered or received not later than the close of business on the tenth (10th) 10th day following the earlier of the day on which the notice of the date of the such meeting was mailed to stockholders of the -8- 100 Corporation or the day on which such public disclosure was made, and (b) with respect . Any such stockholder's notice to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later Secretary of the 60th day prior Corporation shall set forth (i) as to each person whom such special meeting stockholder proposes to nominate for election or re-election as a Director of the tenth Corporation, (10thA) day following the day name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the number of shares of each class or series of capital stock of the Corporation Beneficially Owned by such person on which public disclosure is first made of the date of the special meeting such notice and the nominees proposed by the board of directors (D) any other information relating to such person that is required to be elected at such a meeting. Notwithstanding any disclosed in solicitations of the foregoing to the contrary, in the event that the number of directors to be elected by the Board proxies for election of Directors of the corporation Corporation, or is increased otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including, without limitation, the written consent of such person to having such person's name placed in nomination at the meeting and there is no public disclosure by the corporation naming the nominees for director or specifying the size to serve as a Director of the increased Board Corporation if elected), and (ii) as to such stockholder giving the notice, (A) the name and address, as they appear on the Corporation's books, of Directors at least seventy such stockholder and any other stockholders of the Corporation known by such stockholder to be in favor of such person being nominated and (70B) days prior to the first anniversary number of shares of each class or series of capital stock of the Corporation Beneficially Owned by such stockholder on the date of such notice. The Chairman of the preceding year's annual meetingBoard or, aif he is not presiding, the presiding officer of the meeting of stockholders of the Corporation shall determine whether the requirements of this Section 3.3 have been met with respect to any nomination or intended nomination. If the Chairman of the Board or the presiding officer determines that any nomination was not made in accordance with the requirements of this Section 3.3, he shall so declare at the meeting and the defective nomination shall be disregarded. In addition to the foregoing provisions of this Section 3.3, a stockholder of the Corporation shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 3.3.

Nomination of Directors. Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder Any shareholder entitled to vote in the election of directors as provided herein generally may nominate at a meeting one or more persons for election as directors at a meeting director only if written notice of such stockholder's intent to make such nomination or nominations has been is delivered to or mailed and received by to the secretary Secretary of the corporation not later than, Corporation (ai) with respect to an election to be held at in the case of an annual meeting of stockholders, 120 calendar shareholders that is called for a date that is within 30 days in advance of before or after the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the immediately preceding annual meeting is changed by of shareholders, not less than 50 days nor more than thirty (30) 75 days from prior to such anniversary datedate and (ii) in the case of an annual meeting of shareholders that is called for a date that is not within 30 days before or after the anniversary date of the immediately preceding annual meeting of shareholders, notice by or in the stockholder to be timely must be received case of a special meeting of shareholders for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the earlier of the day on which the notice of meeting was mailed or public disclosure of the date of the meeting was mailed or public disclosure was made, whichever occurs first. Such notification shall contain the following information to the extent known by the notifying shareholder: (a) the name, age and address of each proposed nominee; (b) with respect the principal occupation of each proposed nominee; (c) the nominee's qualifications to an election to be held at serve as a special meeting of stockholders for director; (d) the election of directors, not earlier than the close of business on the 90th day prior to such special meeting name and not later than the close of business on the later residence address of the 60th day prior to such special meeting or the tenth notifying shareholder; and (10the) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors shares owned by the notifying shareholder. The Secretary of the Corporation shall deliver all such notices to the Nominating Committee of the Board of Directors or to such other committee as may be elected appointed from time to time by the Board of Directors for the purpose of recommending to the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior candidates to serve as directors or, in the absence of any such committee, to the first anniversary Board of Directors, for review. The Nominating Committee or such other committee shall thereafter make its recommendation to the Board of Directors, and the Board of Directors shall thereafter make its determination, with respect to whether such candidate should be nominated for election as a director. The chairman of the date meeting shall disregard nominations not made in accordance with the provisions of the preceding year's annual meeting, athis Article ARTICLE V (Section 3) and all votes cast for each such nominee shall be disregarded. Section 4.

Nomination of Directors. Except Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as otherwise fixed directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization (or any committee thereof) or (b) by any stockholder of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by Corporation who is a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. Howeverin this Section 2.10, any stockholder who shall be entitled to vote in for the election of directors as provided herein may nominate one at the meeting and who complies with the notice procedures set forth in this Section 2.10. Such nominations, other than those made by or more persons for election as directors at the direction of the Board of Directors (or any committee thereof), shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a meeting only if written stockholder’s notice of such stockholder's intent to make such nomination or nominations has been shall be delivered to or mailed and received by at the secretary principal executive offices of the corporation Corporation not later than, (a) with respect less than 60 days nor more than 90 days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's ’s annual meetingmeeting of stockholders; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed by advanced more than thirty (30) 30 days from prior to such anniversary date, notice by the stockholder date or delayed more than 60 days after such anniversary date then to be timely such notice must be received not by the Corporation no earlier than 120 days prior to such annual meeting and no later than the close later of business on 70 days prior to the tenth (10th) date of the meeting and the 10th day following the earlier of the day on which notice public announcement of the date of the meeting was mailed made; provided further, that if the Securities and Exchange Commission shall adopt a rule or public disclosure was maderules providing a procedure by which a stockholder may cause the Corporation to include one or more director nominees proposed by such stockholder in the Corporation’s proxy statement, and such procedure would (bin the absence of a by-law provision similar to the instant provision) with respect require such stockholder to an election notify the Corporation of its intent to be held at propose such a special meeting of stockholders for the election of directors, not director nominee or take other steps related thereto earlier than the close deadlines specified above, then the timeliness of business on any such stockholder proposal and related steps shall be governed by the 90th day prior to such special meeting rules of the Securities and Exchange Commission and not later than by the close of business on the later rules of the 60th day prior to such special instant provision. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the tenth (10th) day following the day on which public disclosure is first made giving of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meetingstockholder’s notice as described above. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, aSuch stockholder’s notice shall set forth:

Nomination of Directors. Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder Any shareholder entitled to vote in the election of directors as provided herein generally may nominate at a meeting one or more persons for election as directors at a meeting director only if written notice of such stockholder's intent to make such nomination or nominations has been is delivered to or mailed and received by to the secretary Secretary of the corporation not later than, Corporation (ai) with respect to an election to be held at in the case of an annual meeting of stockholders, 120 calendar shareholders that is called for a date that is within 30 days in advance of before or after the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the immediately preceding annual meeting is changed by of shareholders, not less than 50 days nor more than thirty (30) 75 days from prior to such anniversary datedate and (ii) in the case of an annual meeting of shareholders that is called for a date that is not within 30 days before or after the anniversary date of the immediately preceding annual meeting of shareholders, notice by or in the stockholder to be timely must be received case of a special meeting of shareholders for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the earlier of the day on which the notice of meeting was mailed or public disclosure of the date of the meeting was mailed or public disclosure was made, whichever occurs first. Such notification shall contain the following information to the extent known by the notifying shareholder: (a) the name, age and address of each proposed nominee; (b) with respect the principal occupation of each proposed nominee; (c) the nominee's qualifications to an election to be held at serve as a special meeting of stockholders for director; (d) the election of directors, not earlier than the close of business on the 90th day prior to such special meeting name and not later than the close of business on the later residence address of the 60th day prior to such special meeting or the tenth notifying shareholder; and (10the) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors shares owned by the notifying shareholder. The Secretary of the Corporation shall deliver all such notices to the Nominating Committee of the Board of Directors or to such other committee as may be elected appointed from time to time by the Board of Directors for the purpose of recommending to the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior candidates to serve as directors or, in the absence of any such committee, to the first anniversary Board of Directors, for review. The Nominating Committee or such other committee shall thereafter make its recommendation to the Board of Directors, and the Board of Directors shall thereafter make its determination, with respect to whether such candidate should be nominated for election as a director. The chairman of the date meeting shall disregard nominations not made in accordance with the provisions of the preceding year's annual meeting, athis ARTICLE V (Section 3) and all votes cast for each such nominee shall be disregarded. Section 4.

Nomination of Directors. Except Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation, if any, to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a (or any duly authorized committee appointed by the board of directors, thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 2.2 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 2.2. In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the election secretary of directors as provided herein may nominate one or more persons for election as directors at the Corporation. To be timely, a meeting only if written notice of such stockholder's intent notice to make such nomination or nominations has been the secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation not later than, Corporation (a) with respect in the case of an annual meeting, not less than ninety (90) days nor more than one hundred and twenty (120) days prior to an election to be held at an the anniversary date of the immediately preceding annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than called for a date that is not within thirty (30) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) with respect to an election to be held at in the case of a special meeting of stockholders called for the election purpose of electing directors, not earlier less than the close of business on the 90th day ninety (90) days nor more than one hundred and twenty (120) days prior to such special meeting meeting. To be in proper written form, a stockholder's notice to the secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and not later than the close of business on the later residence address of the 60th day prior person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings 4 between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such special meeting stockholder that would be required to be disclosed in a proxy statement or the tenth (10th) day following the day on which public disclosure is first other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the date Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the special meeting and Corporation unless nominated in accordance with the nominees proposed by procedures set forth in this Section 2.2. If the board of directors to be elected at such a meeting. Notwithstanding any chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the contrary, in the event meeting that the number of directors to nomination was defective and such defective nomination shall be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, adisregarded.

Nomination of Directors. Except Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided in the certificate of incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances and in the certificate of incorporation and these by-laws with respect to the right of Significant Holders and the Chief Executive Officer or Acting CEO to nominate for election a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or Exhibit B-p.9 at any special meeting of stockholders called for the purpose of electing directors, (a) by resolution or at the direction of the Board of Directors pursuant to (or any duly authorized committee thereof, including the Articles Special Nominating Committee described in Article II of Incorporation relating to these by-laws) in accordance with the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, by-laws or (b) by any stockholder of the Corporation (i) who is a stockholder of record at on the time date of the giving of the notice provided for herein. However, any stockholder in this Section 2 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 2.4. In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the election Secretary of directors as provided herein may nominate one or more persons for election as directors at the Corporation. To be timely, a meeting only if written notice of such stockholder's intent notice to make such nomination or nominations has been the Secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation not later than, Corporation (a) with respect in the case of an annual meeting, not less than sixty (60) days nor more than ninety (90) days prior to an election to be held at an the anniversary date of the immediately preceding annual meeting of stockholders; provided, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVERhowever, that in the event that the date of the annual meeting is changed by more than called for a date that is not within thirty (30) days from before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) with respect to an election to be held at in the case of a special meeting of stockholders called for the election purpose of electing directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made notice of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no was mailed or public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding yearspecial meeting was made, whichever first occurs. To be in proper written form, a stockholder's annual meetingnotice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, aage, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Exhibit B-p.10 Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Nomination of Directors. Except Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as otherwise fixed directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization (or any committee thereof) or (b) by any stockholder of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by Corporation who is a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. Howeverin this Section 2.10, any stockholder who shall be entitled to vote in for the election of directors as provided herein may nominate one at the meeting and who complies with the notice procedures set forth in this Section 2.10. Such nominations, other than those made by or more persons for election as directors at the direction of the Board of Directors (or any committee thereof), shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a meeting only if written stockholder’s notice of such stockholder's intent to make such nomination or nominations has been shall be delivered to or mailed and received by at the secretary principal executive offices of the corporation Corporation not later than, (a) with respect less than 60 days nor more than 90 days prior to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's ’s annual meetingmeeting of stockholders; PROVIDEDprovided, HOWEVERhowever, that in the event that the date of the annual meeting is changed by advanced more than thirty (30) 30 days from prior to such anniversary date, notice by the stockholder date or delayed more than 60 days after such anniversary date then to be timely such notice must be received not by the Corporation no earlier than 120 days prior to such annual meeting and no later than the close later of business on 70 days prior to the tenth (10th) date of the meeting and the 10th day following the earlier of the day on which notice public announcement of the date of the meeting was mailed or public disclosure was made; provided further, and (b) that with respect to any director nominee proposed by a stockholder or stockholders pursuant to Rule 14a-11 or Rule 14a-18 (or successor provisions) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the applicable deadline by which the Secretary of the Corporation must receive written notice of such nomination shall be that provided in Rule 14a-11(b)(10) (or successor provision) (treating any nomination governed by Rule 14a-18 as if governed by Rule 14a-11 for this purpose), and not by the rules of the instant provision. In no event shall the public announcement of an election to be held at adjournment or postponement of an annual meeting commence a special meeting of stockholders new time period (or extend any time period) for the election giving of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meetingstockholder’s notice as described above. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, aSuch stockholder’s notice shall set forth:

Nomination of Directors. Except Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise fixed provided in the Articles of Incorporation with respect to the right of holders of preferred shares of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of shareholders (a) by resolution or at the direction of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization (or any duly authorized committee thereof) or (b) by any shareholders of the Board Corporation (i) who is a shareholder of Directors to provide by resolution record on the date of the giving of the notice provided for in this Section 3.4 and on the record date for the issuance determination of Preferred Stock shareholder entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 3.4. In addition to determine the rights of the holders of such Preferred Stock any other applicable requirements, for a nomination to elect directors, nominations for the election of directors may be made by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Board Secretary of Directorsthe Corporation. To be timely, by a committee appointed by shareholder’s notice to the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been Secretary must be delivered to or mailed and received by at the secretary principal executive offices of the corporation Corporation not later than, less than ninety (a90) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by nor more than thirty one-hundred twenty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70120) days prior to the first anniversary of the date of the immediately preceding year's annual meetingmeeting of shareholders. To be in proper written form, a shareholder’s notice to the Secretary must set forth; (a) as to each person whom the shareholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder applicable to issuers that are not foreign private issuers and (b) as to the shareholder giving the notice (i) the name and record address of such shareholder, (ii) the class or series and number of shares of the Corporation which are owned beneficially and of record by such shareholder, (iii) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person and persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, (iv) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons named in its notice and (v) any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors of companies other than foreign private issuers pursuant to Table of Contents Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 3.4. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.