In the event that the director serving as Chairman of the Board is not independent, the Board shall designate one of its independent members who has served as a director of the Company for at least one year to serve as Lead Director of the Board, with the following specific duties and responsibilities:
(i) Serving as the principal liaison between the independent members of the Board and the Chairman of the Board;
(ii) Presiding over the Board meeting(s) if the Chairman is not present, including executive sessions and meetings of non-management and/or independent directors;
(iii) Approving with the Chairman of the Board the schedule and agenda for the applicable Board meeting(s) as well as information to be sent to the Board, reviewing with the Chairman whether there are major risks which the Board should focus upon at the meeting(s), and facilitating communication among the independent directors (with the Chairman);
(iv) Authority to direct the CEO or Secretary to call a special meeting of the Board or of the independent members of the Board;
(v) Authority to consult directly with major stockholders, when requested and appropriate to do so; and
(vi) Performing such other duties as may from time to time be delegated to the Lead Director by the Board.