The business and affairs of the corporation shall be managed under the direction of the Board. The number of directors which shall constitute the entire Board shall not be less than eight nor more than sixteen and shall be determined from time to time by resolution adopted by a majority of the entire Board.

Except as may otherwise be determined in the good faith judgment of the Board with respect to any particular person, after due consideration of all relevant factors (including, but not limited to, the particular individual at issue and the background and experience of the individual), no person who shall have attained the age of 72 shall be eligible for election or reelection, as the case may be, as a director of the corporation.

In order for any incumbent director to become a nominee of the Board for further service on the Board, such person shall submit an irrevocable resignation contingent on (i) that person not receiving a majority of the votes cast in an election that is not a Contested Election, and (ii) acceptance of that resignation by the Board in accordance with the policies and procedures adopted by the Board for such purpose. In the event an incumbent director fails to receive a majority of the votes cast in an election that is not a Contested Election, the Compensation/Nominating/Governance Committee of the Board or such other committee designated by the Board pursuant to Article III of these Bylaws shall make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board shall act on the resignation, taking into account the committee's recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the Securities and Exchange Commission) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision, within 90 days following certification of the election results. The committee in making its recommendation and the Board in making its decision may each consider any factors and other information that they consider appropriate and relevant.

If the Board accepts a director's resignation pursuant to this Article II, Section 1, or if a nominee for director is not elected and the nominee is not an incumbent director, then, subject to the other provisions of this Article II, Section 1, the Board may fill the resulting vacancy or may decrease the size of the Board pursuant to these Bylaws. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the time specified therein (and if no time be specified, at the time of its receipt by the Board) and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective. Except as otherwise provided by law or the Restated Certificate of Incorporation, any vacancy occurring in the Board, for whatever reason, may be filled by a majority of the remaining members of the Board, although less than a quorum, or by a sole remaining director, and each director so elected shall hold office until the expiration of the term of the director whom he or she has replaced.

The Board may annually elect one of its members to be Chairman and, subject to the requirements of this Section 2, may fill any vacancy in the position of Chairman at such time and in such manner as the Board may determine. The Chairman of the Board appointed pursuant to this Article II shall not be an officer of, or employed in an executive or other capacity by, the corporation. The Chairman shall preside at meetings of the Board and shall lead the Board in fulfilling its responsibilities.

The responsibilities of the Chairman appointed pursuant to this Article II, if any, shall include: (a) organizing and presiding over executive sessions of the Board; (b) acting as a communication channel between the Board and the Chief Executive Officer (or, in the absence of the Chief Executive Officer, the executive officer or officers authorized to act in such capacity); (c) in collaboration with the Chief Executive Officer, setting the Board's agenda; (d) serving as a point of contact for stockholders of the corporation who wish to communicate with the independent directors of the corporation; (e) initiating and overseeing the Board's annual self-assessment; and (f) such other responsibilities as may be assigned to the Chairman from time to time by the Board.

The Board may hold its meetings and have an office in such place or places within or without the State or Delaware as the Board by resolution from time to time may determine.

The Board may in its discretion provide for regular or stated meetings of the Board. Notice of regular or stated meetings need not be given. Special meetings of the Board shall be held whenever called by direction of the Chairman, the Chief Executive Officer, the President or any two of the directors.

Notice of any special meeting shall be given by the Secretary to each director either by mail or by telegram, facsimile, telephone or other electronic communication or transmission. If mailed, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least three days before such meeting. If by telegram, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph corporation at least twenty-four hours before such meeting. If by facsimile, telephone, or other electronic communication or transmission, such notice shall be transmitted at least twenty-four hours before such meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Except as otherwise provided by applicable law, at any meeting at which every director shall be present, even though without notice, any business may be transacted. No notice of any adjourned meeting need be given.

The Board shall meet immediately after election, following the Annual Meeting of Stockholders, for the purpose of organizing, for the election of corporate officers as hereinafter specified, and for the transaction of any other business which may come before it. No notice of such meeting shall be necessary.