Page 33 of 42 – SEC Filing
Evan H. Ho
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 he 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) The nominee is not a director of
any entities.
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 his 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.
(f) The
nominee was not in the last five years, found by a court of competent jurisdiction in a civil action or by the Commodity Futures
Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity
Futures Trading Commission has not been subsequently reversed, suspended or vacated.
6) None
of the nominee or his related persons has a direct or indirect interest in any transaction or series of similar transactions since
the beginning of the Company’s last fiscal year or any currently proposed transaction or series of similar transactions,
in which the Company or any of its subsidiaries was or is to be a participant and the amount involved exceeds $120,000.
| 11 |
