"Independent director" means a director who:

• Is not currently, or within the last five years¹⁶ has not been, employed by the Company in an executive capacity;
  
  
• Has not received more than $50,000¹⁷ in direct compensation from the Company during any 12-month period in the last three¹⁸ years other than:
  
  
  1. Director and committee fees including bona fide expense reimbursements.
     
     
  2. Payments arising solely from investments in the company's securities.
     
     
• Is not affiliated with a company that is an adviser or consultant to the Company or a member of the Company's senior management during any 12-month period in the last three years that has received more than $50,000 from the Company.
  
  
• Is not a current employee of a company (customer or supplier) that has made payments to, or received payments from the Company that exceed the greater of $200,000¹⁹ or 2%²⁰ of such other company's consolidated gross revenues.
  
  
• Is not affiliated with a not-for-profit entity (including charitable organizations) that receives contributions from the Company that exceed the greater of $200,000 or 2% of consolidated gross revenues of the recipient for that year.
  
  
• Is not part of an interlocking directorate in which the CEO or other employee of the Company serves on the board of another company employing the director.
  
  
• Has not had any of the relationships described above with any parent or subsidiary of the Company.
  
  
• Is not a member of the immediate family²¹ of any person described in Appendix A.
  

¹⁶ 5-year look back periods are consistent the Council of Institutional Investors 2006 director independence standards.

¹⁷ $50,000 thresholds are consistent with the Council of Institutional Investors 2006 director independence standards.

⁸¹ 3-year look back periods are consistent with the New York Stock Exchange and Nasdaq 2006 director independence standards.

⁹¹ $200,000 thresholds are consistent with Nasdaq 2006 director independence standards.

²⁰ 2% thresholds are consistent with New York Stock Exchange director independence standards.

²¹ CalPERS defines immediate family consistent with the New York Stock Exchange: spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone who shares such person’s home.