Corporate Governance Guidelines

Non‐Employee Director Equity Ownership Guidelines

Non-employee members of the Board are encouraged to have an appropriate level of equity ownership in the Company in order to align their economic interests with those of the other shareholders of the Company. As a guideline, each non-employee director should own equity securities of the Company equal in value to at least $100,000 within three years of first being elected or appointed to the Board. Equity securities for this purpose include vested shares and share units that are deferred pursuant to any applicable deferred compensation plan and vested stock options and share appreciation rights. Vested stock options and share appreciation rights will be valued for this purpose at fifty percent (50%) of their intrinsic value.