Mandatory Retirement Age for Board Service.......................................
In November 2019, the Board and the nominating and corporate governance committee determined
that it is advisable and in the best interest of the Company to establish a mandatory retirement age for
the non-employee directors on the Board. In furtherance of the foregoing, in no event shall any
non-employee be elected, re-elected and/or appointed to the Board if such non-employee is 75 years or
older at the time of such election, re-election and/or appointment; provided, however, any director who
began serving on the Board prior to 2006 shall be permitted to be re-elected to the Board so long as he is
not 80 years or older at the time of such re-election.