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Director Independence

Our Board of Directors currently comprises ten members, nine of whom are not officers of the Company (the "Outside Directors") and one of whom is an officer of the Company (the "Inside Directors").

The Board of Directors has determined that all nine of the Outside Directors are "independent" as that term is defined under the listing standards of Nasdaq. The Board of Directors has also determined that all members of the Audit Committee meet the additional "independence" requirements of the applicable SEC rules regarding audit committee membership.

As part of its analysis, the Board determined that none of the Outside Directors has a direct or indirect material relationship with the Company.   Each of the Company's standing Board committees consists entirely of Outside Directors, and thus includes only independent directors.