Lead Director

In the event that the Chairman of the Board is not an independent director, the Nominating and Corporate Governance Committee shall nominate an independent director to serve as "Lead Director," who shall be approved by a majority of the independent directors. The Lead Director shall:

chair any meeting of the independent directors in executive session;
facilitate communications between other members of the Board and the Chairman of the Board and/or the Chief Executive Officer; provided, however, that each director shall be free to communicate directly with such individuals;
act as a liaison to stockholders who request direct communication with the Board;
consult with the Chairman of the Board in the preparation of the agenda for each Board meeting and in determining the need for special meetings of the Board;
otherwise consult with the Chairman of the Board and/or the Chief Executive Officer on matters relating to corporate governance and Board performance; and
act as Chairman of the Board if the Chief Executive Officer serving in such role is unable to perform those duties.