Page 31 of 42 – SEC Filing
Appendix A
Information Regarding the Nominees
Elizabeth N. Cohernour
1) The
nominee has consented to being named in a proxy statement, to be interviewed by the Corporate Governance Committee and to serving
as director if elected (please see attached).
2) The
nominee is not party to any material proceeding adverse to the Company or any of its subsidiaries nor does she have a material
interest adverse to the Company or any of its subsidiaries.
3) The
nominee does not have a family relationship with any director, executive officer of the Company or with any other nominee for director
or executive officer of the Company.
4) Ms.
Cohernour serves as a director for Wintergreen Partners Offshore Master Fund, Ltd, a Cayman Islands limited duration company. This
entity does not have a compensation committee, is not publicly traded, and does not file annual reports with the SEC. Ms. Cohernour
is not compensated for serving as a director.
5) (a)
The nominee has not in the last five years, filed a petition under federal bankruptcy laws or any state insolvency laws, nor has
a receiver, fiscal agent or similar officer been appointed by a court for (i) the business or property of nominee, (ii) any partnership
in which nominee was general partner, or (iii) any business or corporation for which nominee was an executive officer in at or
within two years before the time of such filing.
(b) The nominee has not in the last ten years
been convicted of a criminal proceeding or is named subject of a pending criminal proceeding (excluding traffic violations and
other minor offenses).
(c) The nominee has not in the last five years
been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
(i) Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of
the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or
employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct
or practice in connection with such activity;
(ii) Engaging
in any type of business practice; or
(iii) Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal
or State securities laws or Federal commodities laws;
(d) The
nominee has not in the last five years been the subject of any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days her right to engage
in any activity described in paragraph (c) above, or to be associated with persons engaged in any such activity; and
(e) The
nominee has not in the last five years, been found by a court of competent jurisdiction in a civil action or by the Commission
to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not
been subsequently reversed, suspended, or vacated.
| 9 |
