Background Information

?[COMPANY NAME][STREET ADDRESS][CITY, STATE AND ZIP]2017 Questionnaire for DirectorsName: [ADD NAME]__________________ (“XYZ”) is circulating this Questionnaire to directors and director nominees to develop and verify information in connection with the preparation of XYZ’s Annual Report on Form 10-K for 2016 and its Proxy Statement for the 2017 Annual Meeting of Stockholders, both of which must be filed with the Securities and Exchange Commission (the “SEC”). In addition, the information in this Questionnaire will:serve as a basis for the Board of Directors’ determination of the “independence” of individual directors and members of the Audit Committee and the Compensation Committee;[enable the Board of Directors to assess the level of financial expertise of members of the Audit Committee within the meaning of the federal securities laws;]assist the Board of Directors in determining whether the members of the Compensation Committee qualify as outside directors as required by certain U.S. federal tax regulations; andenable the Company to prepare applications for directors’ and officers’ insurance and other documents. All references in this Questionnaire to the Company include XYZ, its subsidiaries, and affiliates.If a matter arises that is not specifically covered by the questions below, but which you feel may be material, please raise the issue so that it may be discussed and resolved. If there is any question in your mind as to whether a matter is material or relevant, you should disclose it.Please answer the questions to the fullest extent of your knowledge and provide a response to every question, indicating “None” or “Not Applicable” where appropriate. If you have questions about this Questionnaire, please call __________________ at ________________. Please complete, sign and return this Questionnaire on or before _______________,?2017 to ______________ at the address set forth above or by email at _____________________________.Italicized terms in this Questionnaire have technical meanings defined in Appendix?A. You should read and understand these definitions before completing this Questionnaire.Background InformationPlease review the information provided and mark any changes that you believe are appropriate.Name:Date of Birth:Address:The following is a list from the Company’s records of all directorships (including committee memberships), positions and offices that you have held in the last five fiscal years with the Company, including the date on which you were elected or appointed and the term of office, if any. Please list any additional directorships, positions and offices that you presently hold or have held with the Company as applicable.PositionDateTerm ofOffice (if any)Total Number of Meetings AttendedThe following is a list from the Company’s records of all other entities, whether for profit or not-for-profit and whether privately or publicly held, in which you serve or have served as an officer or director (including committee memberships) in the last five fiscal years or of which you beneficially own more than 5% of any class of their outstanding voting securities.Name of EntityPublic Company or Registered Investment CompanyPositionBeneficial Ownership[YES/NO]Were you or are you to be nominated as a director of the Company as a result of any contract, arrangement or understanding between you and any other person (other than directors or executive officers of the Company acting solely in their capacities as such)? Such an arrangement would include, for example, an agreement among shareholders, an employment contract or an agreement in connection with the acquisition of a business.Yes:______No:______If yes, please describe the contract, arrangement or understanding and identify the person(s) involved on Appendix B.Do you have a family relationship with any other person who is an executive officer or director, or any person nominated or chosen by the Company to become an executive officer or director, of the Company? For purposes of this question, the term “family relationship” means any relationship by blood, marriage or adoption, not more remote than first cousin.Yes:______No:______If yes, please state the identity of the person(s) and the nature of the family relationship on Appendix B.Are you aware of any services or products of any other corporation for which you serve as an officer or director that are similar to those of the Company or that could be regarded as competitive with those of the Company?Yes:______No:______If yes, please describe the similar or competitive services or products on Appendix B.Business ExperienceThe Company is required to report your business experience and the nature of your responsibilities, together with applicable dates, since January 1, 2012. The information required includes your principal occupations and employment and the name and principal business of any corporation or other organization in which those occupations and employment were carried on. This information required also includes any directorships that you have held in the last five years.Please review your biography attached hereto as Appendix C, and provide any necessary corrections or supplemental information.Legal ProceedingsSince January 1, 2007, have you or any entity with which you were involved been (i) involved in a criminal proceeding, (ii) involved in any civil or administrative proceeding resulting from allegations of fraud (including mail or wire fraud), (iii) found (whether in a civil or criminal proceeding) to have violated any law or regulation (including, without limitation, any federal or state securities, commodities, banking or insurance laws or regulations), (iv) subject to any cease-and-desist order by the SEC, (v) the subject of any disciplinary sanctions (including suspension or expulsion) imposed by a stock, commodities or derivatives exchange, banking, savings, insurance or other self-regulatory organization, (vi) the subject of any order, judgment or decree enjoining or limiting you or any such entity from any activity or from associating with any person, (vii) involved in bankruptcy, insolvency or receivership proceedings or (viii) subject to any U.S. Postal Service false representation order, temporary restraining order or preliminary injunction pertaining to conduct alleged by the U.S. Postal Service? (Please omit traffic violations and other minor offenses.)Yes:______No:______Are you or any of your associates a party adverse to the Company or do you or any of your associates have an interest adverse to the Company in connection with any legal proceedings?Yes:______No:______If you answered “Yes” to any of the above statements, please give the details for each such statement on Appendix?B.Security OwnershipPlease refer to the definition of beneficial ownership contained in Appendix?A.Attached as Appendix D is a list from the Company’s records of the amount of common stock of the Company of which you were the beneficial owner as of _________ __, 201_. Please review the information provided and mark any changes that you believe are appropriate. If you are uncertain whether you are the beneficial owner of certain securities, please give the details of the situation involved on Appendix?D. Data should be given as of the date you respond to this Questionnaire, and any subsequent changes should promptly be brought to the attention of the Company.Do you wish to disclaim beneficial?ownership of any of the shares reported in response to Question 4(a)? Yes:______No:______If the answer is “Yes,” please furnish the following information with respect to the person or persons who should be shown as the beneficial?owner(s) of the shares in question.Name of ActualBeneficial OwnerRelationship ofSuch Person to YouNumber of Shares so Beneficially OwnedAre any of the shares reported in response to Question 4(a) pledged as security to a bank or other entity? For purposes of this question, include any shares held in a margin account with a broker.Yes:______No:______If the answer is “Yes,” please provide the following information with respect to the shares pledged as security:Entity to which Securities are PledgedNumber ofSecurities PledgedAmount of Outstanding Indebtedness SecuredIf any securities are pledged, does the bank or other entity, prior to default, have the right to direct the voting or the disposition thereof?Yes:______No:______Are any of the shares reported in response to Question 4(a) subject to a negative pledge? Yes:______No:______If the answer is “Yes,” please provide the name of the creditor and the number of shares subject to the negative pledge on Appendix?B.[Have you purchased or sold any financial instruments, including prepaid variable forward contracts, equity swaps, collars or exchange funds, that are designed to or have the effect of hedging or offsetting any decrease in the market value of equity securities (i) granted to you by the Company as part of your compensation as an executive officer or a director of the Company or (ii) otherwise beneficially owned by you? Yes:______No:______If the answer is “Yes,” please describe the transaction(s), including the number and type of securities and the date(s) entered into on Appendix?B.]Related Party TransactionsDid you or any member of your immediate?family have any interest, direct or indirect, in any transaction occurring since January 1, 2016, or in any currently proposed transaction, to which the Company was or is proposed to be a participant? Yes:______No:______If the answer is “Yes,” please give the details of the transaction on Appendix?B, including:the name of the person having the interest in the specified transaction (if not yourself) and his or her relationship to you or to the Company;the nature of the interest in the transaction, including the person’s position with or ownership in an entity that is a party to or has an interest in the transaction;the approximate dollar value of the amount involved in the transaction; the approximate dollar value of the amount of the person’s interest in the transaction (without regard to the amount of his or her profit or loss); andany other information regarding the transaction or the related person that you think might be material in the context of the transaction.In addition, in the case of indebtedness, please specify the nature of the indebtedness, the amount outstanding as of the date hereof, the largest aggregate amount of principal outstanding at any time since January 1, 2016, the amount of principal and interest paid since January 1, 2016 and the rate or amount of interest payable.Note:When answering this question, please note the following instructions:For purposes of this question, the term “transaction” includes, but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships. For purposes of this definition, you may exclude indebtedness due to the Company for purchases of goods and services subject to usual trade terms and ordinary business travel and expense payments.If a person has a position or relationship with a firm, corporation or other entity that engages in a transaction with the Company, he or she may have an indirect interest in the transaction by reason of this position or relationship.No information need be given as to any remuneration that is part of your compensation package as a director of the Company. However, please furnish information with respect to any employment relationship or transaction involving any member of your immediate family and the Company for services in any capacity and any related compensation.No information need be given with respect to any transaction if:the transaction involves the rendering of services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental authority;the transaction involves services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; orthe interest of the person arises solely from the ownership of a class of equity securities of the Company and all holders of that class received the same benefit on a pro rata basis (e.g., receipt of dividends).Relationships with the Company, its Subsidiaries or AffiliatesEmployment Relationships; AffiliationSince January 1, 2014:Have you been an employee of the Company (or another corporation that is now, but was not at the time of your employment, part of the Company)? Yes:______No:______Has any member of your immediate family been an executive officer of the Company (or another corporation that is now, but was not at the time of your employment, part of the Company)?Yes:______No:______Have you been an affiliate of the Company, other than in your capacity as a director? For purposes of this question, you are not considered to be an affiliate of the Company if you beneficially own less than 10% of the Company’s common stock and you are not an executive officer.Yes:______No:______If the answer is “Yes,” please provide details on Appendix B.PaymentsSince January 1, 2014, have you or has a member of your immediate family received, directly or indirectly, payment or other personal compensation or payment for goods or services or benefits from the Company (other than director and committee fees and pension or other forms of deferred compensation for prior service, provided such compensation is not contingent in any way on continued service), or is there a contract or agreement, including a stock option agreement, outstanding pursuant to which any such payments may be received either currently or in the future?Yes:______No:______If the answer is “Yes,” please provide details on Appendix B.Affiliation with AuditorSince January 1, 2014, have you or has any member of your immediate family been a partner or employee of, or had any business relationship with, the Company’s internal or external auditor or any of its affiliates, or have you or has any member of your immediate family been an officer, director or substantial stockholder of any company (public or private) that had any business relationship with the Company’s auditor?Yes:______No:______If you answered “Yes,” please provide the name of the person with whom you had the business or employment relationship, a description of the relationship, the position they formerly held or currently hold, and the dollar amounts involved on Appendix pensation Committee InterlocksSince January 1, 2014, have you or has any member of your immediate family been employed as an executive officer of another entity where any of the Company’s present executives at the same time served on that entity’s compensation committee (or other board committee performing similar functions)?Yes:______No:______If you answered “Yes,” please provide the details on Appendix B.Other Transactions[For NYSE: Since January 1, 2014, have you been an employee of, or has any member of your immediate family been an executive officer of, another entity that made payments to or received payments from the Company or any of its affiliates, in either case, in an amount exceeding the greater of (i) $1 million or (ii) 2% of the related entity’s consolidated gross revenues for any fiscal year?] [For Nasdaq: Are you, or is an immediate family member, a partner, controlling shareholder or executive officer of any entity or organization (including law firms and charitable entities) to which the Company or any parent or subsidiary of the Company made, or from which the Company or any parent or subsidiary of the Company received, payments since January 1, 2014 for property or services (other than payments which arose solely from investments in the securities of the Company or any parent or subsidiary of the Company and payments under non-discretionary charitable contribution matching programs) that exceed 5% of the recipient’s consolidated gross revenue for that year, or $200,000, whichever is greater?]Yes:______No:______If you answered “No” to the preceding question, are you aware of a relationship of the type described in that question involving payments below the question’s dollar threshold (the greater of [For NYSE: $1 million or 2%] [For Nasdaq: $200,000 or 5%] of the related entity’s consolidated gross revenues)? In answering this question, you need not consider payments in the ordinary course of business at prevailing market rates and not pursuant to any special arrangements with the Company.Yes:______No:______If you answered “Yes” to either of the questions above, please state on Appendix B (i) the name of the other entity, (ii) your or your immediate family member’s relationship to that entity, (iii) the relationship of the other entity with the Company, its subsidiaries or other affiliates and (iv) the amount of business done in each of the last three fiscal years between the Company or its subsidiaries or other affiliates and the entity in dollars.Relationships with Charitable EntitiesWithin the past three years, have you or any member of your immediate family been affiliated with any educational, charitable or other not-for-profit or similar entities to which the Company made a contribution (either in response to your request or otherwise)? Yes:______No:______If yes, please provide the names of the entities with which you or your immediate family member have been affiliated, the amount of each contribution and the consolidated revenues of each entity on Appendix B.Since January 1, 2016, has the Company made or promised to make any payments in connection with a director legacy or other similar charitable award program in your name?Yes:______No:______If yes, please provide the material terms of the program, including the annual and total amounts payable, on Appendix B.Other RelationshipsDescribe on Appendix B any other direct or indirect relationship between you or a member of your immediate family and the Company or its management (including any commercial, industrial, banking, consulting, legal, accounting, charitable, or familial relationships, among others).Director CompensationSince January 1, 2016, have you, or has any member of your immediate family or any entity with which you were involved, received any of the following forms of payment or personal benefits, directly or indirectly, from the Company or from any other person for services rendered to the Company?Consulting, advisory or other compensatory fees other than (i) standard fees paid by the Company for board or committee service or meeting attendance, (ii) annual grants of stock options or restricted stock under the Company’s incentive plans, or (iii) fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Company, provided this compensation is not contingent on continued service;Yes:______No:______Reimbursements by the Company for your payment of taxes;Yes:______No:______Home repairs and improvements (includes security systems);Yes:______No:______Housing or other living expenses (including relocation assistance and payments for you to stay at your personal residence, such as mortgage or rental payments, or the cost of domestic servants);Yes:______No:______Personal use of an automobile or other motor vehicle (includes commuting to and from home) furnished by the Company or other commuting expenses;Yes:______No:______Personal use of an airplane furnished by the Company;Yes:______No:______Personal use of a boat or yacht furnished by the Company;Yes:______No:______Personal use of an apartment, motel/hotel room or suite, hunting/fishing lodge or vacation home furnished by the Company;Yes:______No:______Personal use of other property owned or leased by the Company;Yes:______No:______Personal vacation or travel expenses;Yes:______No:______Security provided at a personal residence or during personal travel;Yes:______No:______Personal entertainment and related expenses;Yes:______No:______Personal legal, accounting, financial, tax or other professional services for matters unrelated to the Company;Yes:______No:______Personal use of the staff or employees of the Company;Yes:______No:______Membership in a country club, or other social or recreational club not used exclusively for business purposes (does not include civic or service clubs);Yes:______No:______Discounts on the Company’s products or services not generally made available to the Company’s employeesYes:______No:______The ability to obtain benefits from third parties because the Company directly or indirectly compensates the third party for the benefit or discount;Yes:______No:______The use or enjoyment of any other personal benefit from the Company not generally made available to the Company’s employees that is not mentioned above.Yes:______No:______If you answered “Yes” to any of the above questions, please provide the details of such compensation on Appendix B.Have you received a loan or an extension of credit in the form of a personal loan from the Company, or has the Company arranged for a loan or an extension of credit in the form of a personal loan from any third party at any time during the last fiscal year, or is any such loan or extension of credit proposed to be extended to you during the upcoming fiscal year?Yes:______No:______If yes, please provide the details on Appendix B.[For Nasdaq: Are there any agreements, arrangements or understandings between you and any person or entity (other than the company) relating to compensation or other payment (including non-cash payment) in connection with your candidacy or service as a director?Yes:______No:______If yes, please describe all material terms of the agreement, arrangement or understanding and name the other person(s) that are parties to this agreement, arrangement or understanding, on Appendix B.]SEC FilingsSince January 1, 2016, have all statements of beneficial ownership that you were required to file with the SEC (Forms 3, 4 and 5) been filed?Yes:______No:______If the answer is “No,” please describe all unreported transactions, including the title of the securities purchased or sold (e.g., stock, options), the nature of the transaction (e.g., purchase, sale), the date of the transaction, the number of securities purchased or sold, the price of the securities and the number of securities owned by you after giving effect to the transaction, on Appendix B. If you have filed all ownership reports since January 1, 2016, were those reports filed on time?Yes:______No:______If the answer is “No,” please describe all late reports, including the date on which the report was required to be filed and the date on which the report was actually filed, on Appendix B.FINRA AffiliationFor purposes of this question, the term “member” means either any broker or dealer admitted to membership in the Financial Industry Regulatory Authority, Inc. (“FINRA”) or any officer, partner or executive representative of a member.Are you or any of your affiliates:a member of FINRA or an applicant for registration under the rules of FINRA?Yes:______No:______a sole proprietor, partner, officer, director or branch manager of or a person performing similar functions for a member of the FINRA?Yes:______No:______an affiliate of a member of the FINRA?Yes:______No:______an owner of stock or other securities of any FINRA member not purchased in the open market?Yes:______No:______an underwriter, underwriter’s counsel, financial consultant, financial advisor or finder with respect to any proposed public or private offerings of securities?Yes:______No:______If the answer is “Yes” to any of the above questions, please state the name of any such member, the nature of the association, the nature of the securities and details related to the acquisition of such securities on Appendix B.Questions 10 and 11Need be Answered Only by Members of the Audit CommitteeAudit Committee ServiceDo you currently serve on the audit committee (or other board committee performing similar functions) of any public company other than the Company?Yes:______No:______If the answer is “Yes,” please give the details for each such company and corresponding audit committee service on Appendix?B.[For Nasdaq: Since January 1, 2014, have you participated in the preparation of the financial statements of the Company?]Yes:______No:______Financial Expertise [This question may be omitted if the composition of the audit committee has not changed from the prior year. Further, for a member of the audit committee who will not be an “audit committee financial expert,” the level of detail provided below is probably not necessary.]Please describe the education or experience that forms the basis for your understanding of financial statements in general and of generally accepted accounting principles, including the ability to assess the general application of those principles in connection with accounting for estimates, accruals and reserves.Please describe your experience in preparing, analyzing, auditing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements.Please describe your experience, if any, actively supervising one or more persons engaged in the activities described in (b) above.Please describe your experience with and understanding of internal control over financial reporting. For purposes of this question, “internal control over financial reporting” refers to the Company’s processes designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the management and directors of the Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Please describe the education or experience that forms the basis for your understanding of audit committee functions.Please describe your education or experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or in any positions that involve the performance of similar functions.Please describe your experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions. Please describe your experience overseeing or assessing the performance of companies or public accountants with respect to preparation, auditing or evaluation of financial statements. Please describe any other relevant qualifications, education, certifications or experience you have that would assist you in understanding and evaluating the Company’s financial statements and other financial information on Appendix B. For example, if not otherwise described above, please list any financial or accounting courses you have taken or taught or any financial or accounting degrees you possess as well as any financial or accounting related professional certificates or licenses you hold. Relationship with Consultants and AdvisorsHave you or any member of your immediate family had, directly or indirectly, any business or personal relationship with any consultant, legal counsel or other compensation advisor?Yes:______No:______If the answer is “Yes,” please give the details on Appendix B.Need be Answered Only by Members of the Compensation Committee: Do you have any other sources of compensation from any person or entity that would impair your ability to make independent judgments about the Company’s executive compensation? Yes:______No:______If the answer is “Yes,” please give the details on Appendix B.Integrity of Books and Records, Etc.Note:In responding to this question, the following instructions apply:Each question is to be read as relating to the activities or conduct of the Company and any affiliate of the Company, as well as to the conduct of any person who has acted or is acting on behalf of or for the benefit of any of them. Persons who have acted or are acting on behalf of or for the benefit of any entity include, but are not necessarily limited to, directors, officers, employees, agents, consultants and sales representatives.Each question is to be read as relating not only to activities or conduct within the United States, but outside the United States as well.The terms “payments” and “contributions” include not only the giving of cash or hard goods but also the giving of anything else of value, such as services or the use of property.The term “indirectly” means an act done through an intermediary. Payments to sales agents or representatives that are passed on in whole or in part to purchasers, or compensation or reimbursement to persons in consideration for their acts, are examples of acts done through intermediaries.Your answers should consider not only matters of which you have direct personal knowledge, but also those matters that you have reason to believe may have existed or occurred. (For example, you may not “know” that contributions were made by the Company to a political party in a foreign land, but, based upon information that has otherwise come to your attention, you may nonetheless have “reason to believe” that such a contribution was made. In such case, your response would be “Yes.”)If any answer is “Yes,” [a member of the Legal Department] will contact you regarding details.State whether you have knowledge or information that any of the following transactions involving the Company have ever taken place:Any bribes or kickbacks to government officials or their relatives, or any other payments to such persons, whether or not legal, to obtain or retain business, to direct business to another person, or to receive favorable treatment with regard to business.Yes:______No:______Any bribes or kickbacks to persons other than government officials, or to relatives of such persons, or any other payments to such persons or their relatives, whether or not legal, to obtain or retain business, to direct business to another person, or to receive favorable treatment with regard to business.Yes:______No:______Any contributions, whether or not legal, made to any political party, political candidate or holder of government office.Yes:______No:______Any bank accounts, funds or pools of funds created or maintained without being reflected on the corporate books of account, or as to which the receipts and disbursements therefrom have not been reflected on such books.Yes:______No:______Any receipts or disbursements, the actual nature of which was “disguised” or intentionally misrecorded on the corporate books of account.Yes:______No:______Any fees paid to consultants or commercial agents that exceeded the reasonable value of the services purported to have been rendered.Yes:______No:______Any payments or reimbursements made to personnel of the Company for the purposes of enabling them to expend time or to make contributions or payments of the kind or for the purposes referred to in subparts (a)-(f) above.Yes:______No:______Transactions Involving IranSince January 1, 2016 have you: (a) participated in any transactions involving Iran or the Government of Iran, including but not limited to: (i) transactions relating to Iran’s petroleum industry, and (ii) transactions that could facilitate Iran’s development or acquisition of weapons of mass destruction or other advanced weapons; or (b) participated in any transactions with persons or entities that the U.S. government has identified as being involved with terrorism or weapons of mass destruction?Yes:______No:______If the answer is “Yes,” please give the details on Appendix B.Note:If you are a director or executive officer of another public company (or have been during the last fiscal year), you need not provide information about any Iran-related activities involving that company. If you have a question about whether you participated in a transaction, you should resolve the issue in favor of disclosure or consult with the Company’s legal counsel.The undersigned hereby acknowledges that he understands the purposes for which the foregoing information was obtained, and represents and warrants that the information supplied in this Questionnaire is true and complete. The undersigned agrees to notify ________________________ immediately of any changes in the answers provided in this Questionnaire as a result of any developments between the date set forth below and the date of mailing of the Proxy Statement for the 2017 Annual Meeting of Stockholders. Signature: Name: Date: Appendix?AAffiliate: An “affiliate” of, or a person “affiliated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. For purposes of this definition, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.Associate: The term “associate,” as defined in Rule?12b2 under the Exchange Act, as amended, means (i) any corporation or organization (other than the Company or a majorityowned subsidiary of the Company) of which you are an officer or partner or are, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (ii) any trust or other estate in which you have a substantial beneficial interest or as to which you serve as trustee or in a similar fiduciary capacity, and (iii) your spouse, or any relative of yours or of your spouse, living in your home or who is a director or officer of the Company or any of its subsidiaries. Please identify the “associate” referred to in your answer and indicate your relationship.Beneficial?Owner: You are the “beneficial owner” of a security, as defined in Rule?13d3 under the Exchange Act, as amended, if you, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share (i) voting power, which includes the power to vote, or to direct the voting of, such security, (ii) investment power, which includes the power to dispose, or to direct the disposition of, such security, or (iii) both of the foregoing. You are also the “beneficial owner” of a security under this definition if you, directly or indirectly, create or use a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting yourself of beneficial ownership of a security or preventing the vesting of such beneficial ownership as part of a plan or scheme to evade the reporting requirements of Section?13(d) or (g) of the Exchange Act, as amended. Moreover, you are deemed to be the “beneficial owner” of a security under this definition if you have the “right to acquire” beneficial ownership of that security within 60 days, including, without limitation, any right to acquire it (i) through the exercise of any option, warrant or right; (ii) through the conversion of a security; (iii) pursuant to the power to revoke a trust, discretionary account or similar arrangement; or (iv) pursuant to the automatic termination of a trust, discretionary account or similar arrangement.The above definition is very broad and may include, for example, securities held in the name of any relative living in your home. “Beneficial ownership” of securities is, of course, a question to be determined in the light of the facts and circumstances of each case. Thus, while for reporting purposes you may include as beneficially owned by you security holdings of members of your family or others, you may wish nonetheless to disclaim beneficial ownership of such securities. If you do so disclaim, please furnish the information requested in Question 4(b).Executive?Officer: “Executive officer” means the president, treasurer or principal financial officer, comptroller or principal accounting officer, any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), and any other person who performs similar policy-making functions.Immediate?Family: A person’s “immediate family” includes such person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, dependents, anyone to whom such person provides financial support, or from whom such person receives financial support, and anyone (other than a domestic employee) who shares such person’s home. Include only those persons to whom you are currently ernment of Iran: Includes any political subdivision, agency or instrumentality of the Government of Iran, any entity at least 50% owned (or otherwise controlled) by the Government of Iran, and any person acting for or on behalf of the Government of Iran.Participated: “Participated” in a transaction includes situations where you are not directly involved in the transaction, such as a transaction on your behalf or a transaction where you have a significant relationship with another party (such as a family member or entity) involved in the transaction.Person: The term “person” refers both to natural persons as well as to business entities such as corporations, partnerships, associations, joint stock companies, business trusts and unincorporated organizations.Transaction: Includes but is not limited to any transaction involving the provision of goods, services, technology, financing or other support.Appendix?BSupplemental?InformationPlease identify by number and subpart the item(s) from the Questionnaire to which any information disclosed in this Appendix relates. Please attach additional pages as necessary.Appendix?CBiographyPlease review your biography below and provide any corrections or supplemental information, if necessary.Appendix?DSecurity OwnershipPlease review the tables on the following pages and provide any corrections or supplemental information, if necessary. ................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download