STOCKHOLDERS' RIGHTS PLANS

If the Board of Directors adopts a stockholders' rights plan, it will do so after careful deliberation and in the exercise of its fiduciary duties. The Board of Directors will seek prior stockholder approval of the plan unless, due to time constraints or other reasons, the Corporate Governance and Nominating Committee determines that it would be in the best interests of stockholders to adopt the rights plan before obtaining stockholder approval.

If a rights plan is adopted without prior stockholder approval, the plan must either be ratified by stockholders or expire on the first anniversary of its effective date.

The Corporate Governance and Nominating Committee shall periodically review this policy statement and report to the Board of Directors with any recommendations it may have in connection therewith.