Nominating Committee, which may consider any Nasdaq, proxy advisory firm or other relevant policies in effect from time to time. Director Orientation and Education New Board members will attend a director orientation program provided by the Company that will include written materials, meetings with key management and visits to Company facilities. Each director is also expected to participate in continuing educational programs in order to maintain the necessary level of expertise to perform his or her responsibilities. The Company’s chief legal officer, chief financial officer and other executives, as appropriate, are responsible for providing the orientation for new directors and for periodically providing materials or briefing sessions for all directors on subjects that will assist them in discharging their duties. Term Limits The Board does not believe that arbitrary term limits on directors’ service are beneficial, nor does it believe that directors should expect to be re-nominated as a matter of course. The Board self-evaluation process is an important determinant of Board tenure. Directors will not typically be nominated for election to the Board after they reach the age of 72, which the Board considers to be a generally appropriate retirement age, although the Board may decide to waive this policy in individual cases. Resignation Policy For Directors Any incumbent director who receives a greater number of votes cast “against” his or her election as a director than votes “for” such election shall promptly tender his or her offer of resignation following certification of the stockholder vote. The Corporate Governance and Nominating Committee shall consider the resignation offer and recommend to the Board the action to be taken with respect to such offer, which may include (without limitation): (i) accepting the offered resignation; (ii) retaining the director but addressing what the Corporate Governance and Nominating Committee believes to be the underlying cause(s) of the outcome of the voting with respect to that director; (iii) deciding that the Board does not plan to re-nominate the director in the future for election; or (iv) rejecting the offered resignation. In reaching its decision, the Corporate Governance and Nominating Committee shall consider all factors its members deem relevant, including (without limitation): (a) any publicly-stated reasons why stockholders voted against such director’s election; (b) any alternatives for addressing the underlying cause(s) of the outcome of the voting with respect to that director; (c) the director's tenure; (d) the director's qualifications; (e) the director's past and expected future contributions to the Company; and (f) the overall composition of the Board, including whether accepting the offered resignation would cause the Company to fail to meet any applicable SEC or securities exchange listing or governance requirements. The Board will act on the Corporate Governance and Nominating Committee's recommendation and publicly disclose its decision whether to accept the director’s resignation offer and its rationale within 90 days following certification of the stockholder vote. Any director who tenders his or her offer of resignation pursuant to this provision shall not participate in the vote on the Corporate Governance and Nominating Committee Corporate Governance Guidelines 3.11.2022 4