Extract to table

Statutory Authority Under DGCL § 141(c) Section 141(c)(1) of the Delaware General Corporation Law (the "DGCL") provides that "[a]ny such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation

Independence Standards The selection of Special Committee members must satisfy two distinct but overlapping sets of independence standards: the standard articulated by Delaware courts, and the listing standards of the NYSE

Committee members must be free from self-dealing and must not allow personal interests, relationships, or biases to influence their decision-making

The full Board's final appointment authority shall remain in effect, and the Committee's recommendation shall not be binding, but shall carry substantial weight

The Committee shall have authority to recommend such measures to the full Board for adoption, but the full Board shall retain the authority to approve or reject any such recommendation

The initial members of the Committee shall be Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr