Common use of Staggered Board Clause in Contracts

Staggered Board. The Board of Directors shall be divided into three classes: Class I, Class II and Class III. The number of directors in each class shall be as nearly equal as possible. The directors in Class I shall be elected for a term expiring at the 2009 Annual Meeting of stockholders, the directors in Class II shall be elected for a term expiring at the 2010 Annual Meeting of stockholders, and the directors in Class III shall be elected for a term expiring at the 2011 Annual Meeting of stockholders. Commencing at the 2009 Annual Meeting of stockholders and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. At each annual meeting of stockholders, commencing with the 2009 Annual Meeting of stockholders, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified unless earlier removed, and (ii) if authorized by a resolution of the board of directors, directors may be elected to fill any vacancy on the board of directors, regardless of how such vacancy shall have been created.

Staggered Board. The Board Commencing on the effective date of Directors the Corporation’s registration statement filed with the Securities and Exchange Commission in connection with the Corporation’s initial public offering of securities (“IPO”) pursuant to the Securities Act of 1933, as amended, in lieu of electing the whole number of directors annually, the directors, shall be divided divided, with respect to the time for which they severally hold office, into three classes: Class I, Class II and Class III. The number of directors in each class shall be as nearly equal in number as is reasonably possible. The directors in , with the term of office of the first class (“Class I shall be elected for a term expiring I”) to expire at the 2009 Annual Meeting first annual meeting of stockholdersshareholders held following the IPO, the directors in term of office of the second class (“Class II shall be elected for a term expiring II”) to expire at the 2010 Annual Meeting second annual meeting of stockholdersshareholders held following the IPO, and the directors in Class III shall be elected for a term expiring at the 2011 Annual Meeting of stockholders. Commencing at the 2009 Annual Meeting of stockholders and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office of the third class (“Class III”) to expire at the third succeeding annual meeting of stockholders after their electionshareholders held following the IPO, with each director to hold office until his or her successor shall have been duly elected and qualified unless earlier removed. At each annual meeting of stockholdersshareholders, commencing with the 2009 Annual Meeting first annual meeting of stockholdersshareholders held following the IPO, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders shareholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified unless earlier removed, and (ii) if authorized by a resolution of the board of directors, directors may be elected to fill any vacancy on the board of directors, regardless of how such vacancy shall have been created. The initial Class III director shall be Xxxx X. Xxxxxxxx. The initial Class III director shall elect the other initial Class I, Class II and Class III directors as he deems necessary. Notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of this Section 3.2 may be altered, amended or repealed in any respect, nor may any provision inconsistent therewith be adopted, unless such alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of at least 80 percent of the combined voting stock of the Corporation voting together as a single class at a meeting of shareholders called by the action of the board of directors.

Staggered Board. The Board Commencing on the effective date of Directors the Corporation’s registration statement filed with the Securities and Exchange Commission in connection with the Corporation’s initial public offering of securities (“IPO”) pursuant to the Securities Act of 1933, as amended, in lieu of electing the whole number of directors annually, the directors, shall be divided divided, with respect to the time for which they severally hold office, into three classes: Class I, Class II and Class III. The number of directors in each class shall be as nearly equal in number as is reasonably possible. The directors in , with the term of office of the first class (“Class I shall be elected for a term expiring I”) to expire at the 2009 Annual Meeting first annual meeting of stockholdersshareholders held following the IPO, the directors in term of office of the second class (“Class II shall be elected for a term expiring II”) to expire at the 2010 Annual Meeting second annual meeting of stockholdersshareholders held following the IPO, and the directors in Class III shall be elected for a term expiring at the 2011 Annual Meeting of stockholders. Commencing at the 2009 Annual Meeting of stockholders and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office of the third class (“Class III”) to expire at the third succeeding annual meeting of stockholders after their electionshareholders held following the IPO, with each director to hold office until his or her successor shall have been duly elected and qualified unless earlier removed. At each annual meeting of stockholdersshareholders, commencing with the 2009 Annual Meeting first annual meeting of stockholdersshareholders held following the IPO, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders shareholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified unless earlier removed, and (ii) if authorized by a resolution of the board of directors, directors may be elected to fill any vacancy on the board of directors, regardless of how such vacancy shall have been created. The initial Class III director shall be Gxxx X. Xxxxxxxx. The initial Class III director shall elect the other initial Class I, Class II and Class III directors as he deems necessary. Notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of this Section 3.2 may be altered, amended or repealed in any respect, nor may any provision inconsistent therewith be adopted, unless such alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of at least 80 percent of the combined voting stock of the Corporation voting together as a single class at a meeting of shareholders called by the action of the board of directors.