Golden Parachute Policy

It is the policy of the Board that the Company shall not enter into a severance arrangement with any executive officer that provides for cash severance benefits payable on termination of employment that exceed 2.99 times his or her base salary plus bonus, unless the grant of such cash severance benefits is approved by a vote of the Company’s stockholders.

For the purposes of this Policy, cash severance benefits do not include:

• Salary, incentive compensation, vacation pay, benefits or other amounts that have been earned or accrued as of the date of the executive officer’s termination of employment or that are otherwise attributable to the period preceding the date of the executive officer’s termination of employment;
• Amounts that are consistent with any plan, program, arrangement or practice of the Company that is applicable to one or more groups of employees in addition to executive officers; or
• Amounts paid in connection with an agreement for future services to be rendered to the Company in a capacity other than as an employee (e.g., consulting or director agreements) or an agreement to refrain from certain conduct (e.g., covenants not to compete).

Any severance arrangement with any executive officer that provides for benefits payable upon a change in control shall be contingent upon termination of the executive officer’s employment with the Company and any successor.

The Board hereby delegates to the Executive Compensation Committee full authority to make determinations regarding the interpretation of the provisions of this Policy, in its sole discretion, including, without limitation, the determination of the present value of any cash benefits payable over a period of time.