Exhibit 99.1
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XXXXXXX'S CATEGORICAL INDEPENDENCE STANDARDS FOR NON-EMPLOYEE DIRECTORS
The Board shall have a majority of "independent directors" as
defined in Section 303A of the New York Stock Exchange Listed
Company Manual (as amended from time to time). The Board makes
an affirmative determination regarding the independence of each
director annually. A Director may be deemed independent only if
the Board affirmatively determines the Director has no material
relationship with the Company (either directly or as a partner,
stockholder or officer of an organization that has a
relationship with the Company). Material relationships may
include commercial, industrial, banking, consulting, legal,
accounting, charitable and financial relationships or any other
relationships the Board deems material.
The Board of Directors has adopted the following categorical
standards to assist it in determining whether Directors are
independent.
A Director shall not be deemed independent if the Director:
1) is or has, during the last three years, been an employee
of the Company;
2) is a current partner or a current employee of the
Company's internal or external auditor or within the last
three years was (but is no longer) a partner or employee
of such firm and personally worked on the Company's audit
within that time;
3) is or has, during the last three years, been employed as
an executive officer by a company for which an executive
officer of the Company concurrently served as a member of
such company's compensation committee;
4) has an immediate family member (as defined below) who
falls within the foregoing criteria; provided, however,
that with respect to employment by the Company's internal
or external auditor, the Director's immediate family
member may be currently employed by the Company's auditor
but may not participate in the firm's audit, assurance or
tax compliance practice (participation in the tax planning
practice is not covered by this standard) and, with respect
to employment by the Company, the Director's immediate
family member may serve or may have served as an employee
but not as an executive officer of the Company during the
last three years;
5) has received, or has an immediate family member who has
received, more than $100,000 in direct compensation from
the Company in any 12-month period during the last three
years (other than director and committee fees; pension or
other deferred compensation for prior service, provided
that such compensation is not contingent in any way on
continued service; and compensation paid to a Director's
immediate family member for service as an employee, other
than as an executive officer, of the Company);
6) is a current employee of, or has an immediate family
member who is a current executive officer of, a company
that made payments to, or received payments from, the
Company for property or services in any of the last three
years in an amount which, in any single fiscal year,
exceeds the greater of $1 million, or 2% of such other
company's consolidated gross revenues; or
7) is or has been, or has an immediate family member who is
or has been, an executive officer, trustee or director of
a tax exempt or non-profit organization to which the
Company's contributions exceeded the greater of $1 million
or 2% of such organization's consolidated gross revenues
during the last three years.
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