In order for the board to affirmatively determine a director as http://youtu.be/BSwocL 45 4.0 GOVERNANCE, COMMITMENTS AND ENGAGEMENTS “independent,” the director candidate: (i) must be free of any relationship that, applying the rules of the New York Stock Exchange, would preclude a finding of independence and (ii) must not have a material relationship (either directly or as a partner, shareholder or officer of an organization) with the Company or any of our affiliates or any executive officer of the Company or any of our affiliates.