Director Independence Standards

Our Corporate Governance Guidelines provide that a majority of the directors serving on our Board must be independent as determined by the Board in accordance with the rules and listing standards established by the NYSE. In addition, as permitted under the Guidelines, the Board has also adopted certain additional categorical standards (the “Independence Standards”) to assist it in making determinations with respect to the independence of directors. Our Board has determined that seven of our eight current directors, Stephen R. Blank, James A. Brodsky, Richard J. Byrne, Laurie Goodman, Alan L. Gosule, Robin Josephs and George H. Krauss, qualify as independent directors under the NYSE listing standards and the Independence Standards and that our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are comprised exclusively of independent directors.

For more detailed information please view theClick here to download the Adobe Acrobat fileDirector Independence Standards.

Code of Business Conduct & Ethics