The Committee Chairs will alternate as Lead Director for each regularly scheduled meeting of the Board, based upon the alphabetical order of the Committee on which such person chairs, such that at the first regularly scheduled meeting of the Board after the adoption of these Practices and Policies, the Audit Committee Chair will serve as Lead Director, at the second regularly scheduled meeting of the Board, the Compensation Committee Chair will serve as Lead Director, and so forth.
When a Committee Chair is to serve as Lead Director at the next regularly scheduled meeting of the Board, during the period prior to and including such meeting, such director will have the following specific duties and responsibilities:
(i) Serving as the principal liaison between the Board and the Chairman of the Board and between the Board and the Company’s stockholders;
(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 agendas for the applicable Board meeting(s), reviewing with the Chairman whether there are 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;
(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.