Dunkin Donuts Corporation

I. Introduction
Vision
To be always the desired place for great coffee
beverages and delicious complementary
donuts & bakery products to enjoy with family
and friends
Mission

To be the leading provider of the wide

range delicious beverages & baked product
around the kingdom in a convenient, relaxed,
friendly environment, that insures the highest
level of quality product and best value for
money.
Objective

to be the Quick Quality leader in its industry,

offering a higher evolution of the standard
quick dining experience, with innovative
product choices at the right price, served fresh,
meeting the needs of people who are busy
living.
To expand the brand internationally
To grow internationally with focus and
discipline

Core Values
Honesty

-You can always recover from the truth.

Fairness

-Always do the right thing, especially when it is tough

to do.

Responsibility

-Own the outcome whether its good or bad.

Transparency

-Share your thoughts without hesitation.

Respect

-Give people their dignity and earn others respect.

Integrity

-Character shows when o one is looking.

Humility

-Its about the team. Never lose sight ot those who

helped along the way or those less fortunate in our
communities.

Dunkin Donuts History

The story of Dunkin Donuts began in 1948 with a donut and
coffee restaurant in Quincy, Massachusetts called Open Kettle.
Founder William Rosenberg served donuts for five cents and
premium cups of coffee for ten cents. After a brainstorming session
with his executives, Rosenberg renamed his restaurant Dunkin
Donuts in 1950. His goal was to,make and serve the freshest,
most delicious coffee and donuts quickly and courteously in modern,
well-merchandised stores, a philosophy which still holds true today.
In 1955, the first Dunkin Donuts franchise opened, and in just
10 years, the number of restaurants had grown to over 100 shops. It
was after reaching this milestone,in 1978, that Rosenberg
introduced muffins and the iconic Munchkins donut holes. In the
years since, Dunkin Donuts has expanded its menu to include a
wide variety of food and beverage options to keep guests running all
day.Dunkin Donuts coffee is available in a variety of delicious
flavors, including classics like Hazelnut and French Vanilla, as well as
seasonal flavors including the ever-popular Pumpkin.
According to Brand Keys, Dunkin Donuts has maintained the #1
spot in customer loyalty in the coffee for 10 years running. In
addition to coffee and espresso, Dunkin serves a host of other
beverages such as hot chocolate, iced tea, Coolatta frozen drinks
and smoothies. The all-day food options feature innovative menu
items like the Big N Toasted, alongside a number of other
breakfast sandwiches and bakery products. More recent additions to
the menu include Rainforest Alliance Certified Dark Roast coffee
and the Macchiato, as well as the Croissant Donut platform.Dunkin
Donuts also servesa selection of better-for-you menu items with its
DDSMART menu offerings. These food and beverage options allow
guests to make healthy choices by fitting their dietary wants and
needs while maintaining the great Dunkin Donuts taste guestsknow
and love. The DDSMART menu features items such as the Multigrain
Bagel, Reduced Fat Blueberry Muffin, Egg & Cheese Wake-Up Wrap,
Veggie Egg White Sandwich, Turkey Sausage Flatbread Sandwich

and Latte Lite.All DDSMART items have fewer calories, less fat, less
sugar or more overall nutritional value than comparable fare.
Since 1950, the number of Dunkin Donuts restaurants has
increased to more than 11,700 worldwide, with locations in 43
countries. The company serves approximately 1.9 billion cups of hot
and iced coffee every year, with standards for coffee excellence that
are among the best in the industry. Over the
long-term, the company plans to more than double its U.S.
presence, which will put the total number of restaurants above
17,000.

II. Industry
Nature of Operation
Dunkin donuts is a franchising corporation. It also produce
packaged coffee and distribute to the distributor Proctor and
Gamble. And the retailers are Wal-mart and Kroger which sells
to the customer.Packaged coffee is moving toward intensive
distribution strategy. Before that they were the one that grow,
pick, process, blend and roast their coffe beans. When it comes to
their food, donut and other products the only relationship is that
they sell it directly to the consumer.

Market Orientation
Dunkin donuts is an international corporation which wholly
owned private subsidiary Dunkin Brands. The company was
known as Universal Food Systems, a portfolio of 10 small food
service businesses, including a vending machine company,
industrial catering trucks, a cafeteria division, a delicatessen, a
few pancake houses, a 15 cent hamburger chain called Howdy
Beef N Burger and most importantly, a number of Dunkin'
Donuts shops. Through franchising it expands its store location
worldwide. There are some companies that franchise this kind of
business because of its demand on the consumer. Its has a lot of

branches in all towns of the world where people can afford its
delicious products.

Future Plans
Expand their branches in China
Expand their branches in Europe
Creating an application for delivery
III. Corporations Organizational
Structure
Management Structure
Nigel Travis Chairman & Chief Executive
Paul C. Carbone -Chief Financial Officer & Senior Vice
President
John L. Clare -Chief Information & Strategy Officer
Scott Murphy Chief Supply Officer & Senior Vice President
Stephen England Vice President-Operating Systems
Grant Benson VP-Global Franchising & Business
Development
Fred Schlecht Vice President-Talent Management
Dennis McCarthy Vice President-Financial Management
Scott Hudler Chief Digital Officer
John Varghese Vice President-MESA & Australia
Paul Zaher VP-Information Technology Marketing Systems

 Kate Jaspon Vice President-Finance & Treasury

John H. Costello President-Global Marketing & Innovation
Maryanne Knott Vice President-Tax
Heather McIntyre Manager-Public Relations & Social Media
Lindsay Harrington Manager-Public Relations
Karen Raskopf Chief Communications Officer & Senior VP
Michelle King Senior Director-Global Public Relations
Stacey Caravella Director-Investor Relations
Richard J. Emmett Secretary, Chief Legal & Human Resources
Officer
Michael R. Shutley Vice President-Federal & State
Government Affairs
Carl Sparks Independent Director
Irene Chang Britt Independent Director
Mark E. Nunnelly Independent Director
Anthony J. DiNovi Independent Director
Sandra J. Horbach Independent Director
Ralph Alvarez Lead Independent Director
Michael F. Hines Independent Director

Functions, Duties & Responsibilities of

Top Management
Nigel Travis Chairman & Chief Executive Officer
Officer is responsible for leading the development and execution
of the Companys long term strategy with a view to creating
shareholder value. The CEOs leadershiprole also entails being
ultimately responsible for all day-to-day management decisions
and for implementing the Companys long and short term plans.

The CEO acts as a direct liaison between the Board and

management ofthe Company and communicates to the Board on
behalf of management. The CEO also communicates on behalf of
the Companyto shareholders, employees, Government
authorities, other stakeholders and the public.

Paul C. Carbone Chief Financial Officer & Senior Vice

President Plan, develop, organize, implement, direct and
evaluate the organization's fiscal function and
performance.Participate in the development of the corporation's
plans and programs as a strategic partner.Evaluate and advise on
the impact of long range planning, introduction of new
programs/strategies and regulatory action.Develop credibility for
the finance group by providing timely and accurate analysis of
budgets, financial reports and financial trends in order to assist
the CEO/President, the Board and other senior executives in
performing their responsibilities.Enhance and/or develop,
implement and enforce policies and procedures of the
organization by way of systems that will improve the overall
operation and effectiveness of the corporation.

John L. Clare Chief Information & Strategy Officer is

responsible for directing all information technology resources,
with an intense focus on supporting franchisees and driving
restaurant profitability through technology, as well as developing
the strategies that will drive the Companys future success.

Scott Murphy Chief Supply Officer & Senior Vice President- in his
role as Senior Vice President, Dunkin Donuts Operations, Scott oversees the
operations of more than 8,300 Dunkin Donuts restaurants in the U.S. and Canada.
From 2004 to 2013, Scott held roles of increasing responsibility over the
supply chain, leading to his appointment as Chief Supply Officer in 2013.
Additionally, Scott serves on the Board of Directors of the National DCP, the
Dunkin' Donuts franchisee-owned procurement and distribution cooperative. From
2013 to 2015, Scott also had operational responsibility for Dunkin' Donuts and
Baskin-Robbins in Europe and Latin America.

Prior to joining Dunkin Brands, Scott served in growing leadership roles with
A.T. Kearney, Inc., a management consulting firm, for over nine years. Scott
worked to identify and implement operational opportunities within the supply
chain for the firms largest clients.
Karen Raskopf Chief Communications Officer & Senior VP is responsible
for all aspects of the companys global public relations, including
internal and executive communications, marketing and crisis
public relations, event management, corporate philanthropy and
community relations.
Bill Mitchell President, Dunkin' Brands International has responsibility
for nearly 8,400 Dunkin Donuts and Baskin-Robbins restaurants
in 61 countries outside the U.S.Bill is a seasoned restaurant
operations executive with extensive U.S. and global franchising
experience.

Richard Emmett Chief Legal and Human Resources Officer

he was responsible for the oversight of the legal department,
Board management and Sarbanes-Oxley compliance. He also
served as a member of the Quiznos leadership team and worked
with the company on a wide array of issues, ranging from the
development of the overall business strategy to managing U.S.
and international franchise relations.

John H. Costello President-Global Marketing &

Innovation in his role, Costello has global responsibility for
Dunkin' Donuts and Baskin-Robbins advertising, marketing,
consumer engagement, digital, mobile and social marketing,
consumer and business intelligence, and oversees research and
product development, the culinary team and retail channel
development efforts for both brands globally.

IV. Corporate Governance System

Policy
Franchisees and restaurant managers in the U.S. must successfully
complete food safety training and achieve certification through a nationally
recognized, American National Standards Institute (ANSI)-certified
examination. Dunkin' Brands also provides franchisees and their
employees with comprehensive training programs and support materials
available 24/7 via Dunkin' Brands Online University.
Restaurant Managers are expected to conduct Monthly Food Safety Self
Assessments to review the effectiveness of food safety practices, identify
any gaps and take corrective actions if necessary.They
Also measure any imminent health risks along with sanitation
processes, time and temperature.
Suppliers:
Dunkin Brands has strict quality and food safety standards and
management systems for all suppliers. New suppliersaresubject to
our qualification process,required to comply with our standards,
must register with Dunkin Brands Quality Assurance team and complete
our supplier food safety survey, and are subject to risk assessment and our
approval processes. We monitor the performance of key suppliers on an
ongoing basis and require regular food safety audits and global food safety
certifications by third parties for our suppliers. We require all suppliers to be
compliant with global food safety requirements through audits or certif
ication to an internationally accepted standard equivalent to
the Global Food Safety Initiative (GFSI).
Restaurants:
Dunkin Brands franchisees must follow stringent quality and food safety
protocols for handling food as it flows through our restaurants
from delivery, receiving and storage, to preparation, cooking, holding, and
service. These protocols are defined in our Retail Food Safety Systems
Manual, which is available to all franchiseesand licensees.

V. Analysis
Dunkin Donuts strong brand name, recognized world
over,has brand loyalty amongst customers and has over 1000
varieties of doughnuts. It is popular for a number of bakery
products like pastries, bagels, muffins, biscuits, etc. and hot
beverages like coffee, tea. Ideal place for having breakfast and
coffee. Innovative ways to retain customers by issuing coupons
and discounts. Worlwide chain of franchisees totalling to 10,000
locations across 32 countries. One of the most experienced in the
industry. Effective marketing and advertising strategies. Dunkin
Donuts increase its presence in newer countries and regions of
the world, increase in disposable income of people in developing
countries, and increase its reach through effective online
marketing
Dunkin Brands has done a good job of overcoming a difficult
operating environment this past year. It recently introduced new
products like its Dark Roast Coffee and croissant doughnuts. And,
it has incorporated a new rewards program that has largely
outperformed expectations. If the company can bring these
lucrative opportunities to their new locations overseas, it has the
potential to post strong gains over the long haul. The stock also
possess a dividend that is attractive, with a yield over 2%.

The Board of Directors of Dunkin Brands, Inc. (the

"Company") sets high standards for the Company's employees,
officers and directors. Implicit in this philosophy is the importance of
sound corporate governance. It is the duty of the Board of Directors
to serve as a prudent fiduciary for shareholders and to oversee the
management of the Company's business. To fulfill its responsibilities
and to discharge its duty, the Board of Directors follows the
procedures and standards that are set forth in these guidelines.
These guidelines are subject to modification from time to time as
the Board of Directors deems appropriate in the best interests of the
Company or as required by applicable laws and regulations.

Corporate Governance
Guidelines
The following Corporate Governance Guidelines (the
Guidelines) have been adopted by the Board of Directors (the
Board) of Dunkin Donuts, a Delaware corporation (the
Company), to assist the Board in the exercise of its
responsibilities. These Guidelines reflect the Boards commitment to
monitor the effectiveness of policy and decision-making both at the
Board and management level, and to enhance stockholder value
over the long term. These Guidelines are a statement of policy and
are not intended to change or interpret any federal or state law or
regulation, including the Delaware General Corporation Law, or the
Certificate of Incorporation or By-laws of the Company. The
Guidelines are subject to periodic review and modification by the
Board. BOARD RESPONSIBILITIES Generally The business of the
Company is conducted by management under the direction of the
Chief Executive Officer. The Boards responsibility is to oversee, on
behalf of stockholders, the conduct of the Companys business, to
provide advice and counsel to the Chief Executive Officer and senior
management, to protect the Companys best interests and to foster
the creation of long-term value for stockholders. Decision-Making

Responsibilities Among other things, the Boards decision-making

responsibilities include: a) Review and approval of the Companys
mission, strategies, objectives and policies, as developed by the
Chief Executive Officer and senior management; b) Approval of
director candidates for election by stockholders at the annual
meeting; and c) Approval of material investments or divestitures,
strategic transactions and other significant transactions not in the
ordinary course of the Companys business. Oversight
Responsibilities Among other things, the Boards oversight
responsibilities include monitoring: a) The Companys performance
in relation to its mission, strategies, financial and nonfinancial
objectives; b) The performance and effectiveness of the Companys
management team; c) Succession and development plans for key
Company executives, including the Chief Executive Officer; Page 2 of
8 26592155_5 d) The Companys financial reporting processes,
internal controls and risk management processes; and e) The
Companys compliance with legal and regulatory requirements. In
carrying out their responsibilities, Board members shall exercise
their business judgment and act in ways that they reasonably
believe will serve the best interests of the Company and its
stockholders. As appropriate, the Board shall also consider the
interests of other stakeholders, including franchisees, customers and
the members of the communities in which the Company and its
franchisees operate. BOARD COMPOSITION Selection of Chair of the
Board The Board may select its Chair in its discretion at any time.
The Chair may also be an executive officer of the Company. Size of
the Board The Board believes that it should generally have no fewer
than three and no more than 17 directors, subject to the provisions
of the Companys Certificate of Incorporation and its Bylaws. This
range permits diversity of experience without hindering effective
discussion or diminishing individual accountability. Board
Membership Criteria Nominees for director shall be selected on the
basis of their character, wisdom, judgment, ability to make
independent analytical inquiries, business experiences,
understanding of the Companys industry and business
environment, time commitment and acumen. Board members are
expected to become and remain informed about the Company, its
business and its industry, rigorously prepare for, attend and

participate in all Board and applicable committee meetings. The

Board shall be committed to a diversified membership, in terms of
both the individuals involved as well as their various experiences
and areas of expertise. Director Independence An independent
director of the Company shall be one who meets the qualification
requirements for being an independent director under applicable
laws and the corporate governance listing standards of The NASDAQ
Global Select Market (NASDAQ), including the requirement that
the Board must have affirmatively determined that the director has
no material relationships with the Company, either directly or as a
partner, stockholder or officer of an organization that has a
relationship with the Company. To guide its determination as to
whether or not a business or charitable relationship between the
Company and an organization with which a director is so affiliated is
material, the Board, or designated committee of the board, may
from time to time adopt categorical standards of independence.
Page 3 of 8 26592155_5 Percentage of Independent Directors on
Board The Board shall consist of such number of directors who are
independent as is required and determined in accordance with
applicable laws and regulations and requirements of NASDAQ.
Selection of New Directors The entire Board shall be responsible for
nominating candidates for election to the Board at the Companys
annual meeting of stockholders and for filling vacancies on the
Board that may occur between annual meetings of stockholders. The
Nominating & Corporate Governance Committee shall be
responsible, in consultation with the Chairman of the Board and the
Chief Executive Officer, identifying, recommending, recruiting and
selecting, or recommending that the Board select, candidates to fill
open positions on the Board consistent with the Board-approved
criteria and qualifications for membership. Notwithstanding anything
contained herein to the contrary, at any time at which the Company
is party to an agreement pursuant to which a stockholder or
stockholders have the right to nominate a candidate or candidates
for election to the Board, such agreement shall prevail. Voting for
Directors In any uncontested election of directors, any nominee for
director who receives a greater number of votes "withheld" from his
or her election than votes "for" such election shall promptly tender
his or her resignation following certification of the shareholder vote.

The resignation shall specify that it is effective upon the Boards

acceptance of the resignation. For purposes of this policy, an
uncontested election is one in which the number of nominees
standing for election is the same as (or less than) the number of
directors to be elected, and abstentions and broker nonvotes will not
be considered as either withhold votes or for votes. The
Nominating & Corporate Governance Committee shall consider the
resignation offer, including any factors or information that the
committee may find relevant in making its decision, and recommend
to the Board whether or not to accept it. The Board will act on the
Nominating & Corporate Governance Committees recommendation
within 90 days following certification of the shareholder vote. The
Board will promptly disclose its decision to accept or reject such a
resignation and, if rejected, the reasons for doing so. Any director
who tenders his or her resignation pursuant to this provision shall
not participate in the Nominating & Corporate Governance
Committee recommendation or Board action regarding whether to
accept the resignation. If a majority of the members of the
Nominating & Corporate Governance Committee are required to
submit their resignations under this policy following the same
uncontested election of directors, then the entire Board (excluding
the directors whose resignations are being considered) shall
consider the resignation offers, including any factors or information
that the Board may find relevant in making its decision, and
determine whether to accept them. If the total number of directors
not required to submit their resignations under this policy following
the same uncontested election of directors constitute three or fewer
directors, all directors (including those who received a greater
number of votes withheld from his or her election than votes for
such election) may participate in the determination of whether or
not to accept the resignations. Page 4 of 8 26592155_5 Director
Orientation and Continuing Education An orientation process for all
new directors shall be maintained. This process includes
comprehensive background briefings by the Companys executive
officers. In addition, all directors shall periodically participate in
briefing sessions on topical subjects to assist the directors in
discharging their duties. The orientation and continuing education
programs shall be administered by the Secretary of the Corporation

(the "Secretary"). Directors Who Change Their Job Responsibility

When a director's principal occupation or business association
changes during his or her tenure as a director, that director shall
tender his or her resignation from the Board to the Chairman of the
Board, with a copy to the Secretary. The Board does not believe that
such directors should necessarily leave the Board. There should,
however, be an opportunity for the Board to determine whether to
accept a director's resignation in such circumstance. The
Nominating & Corporate Governance Committee will make a
recommendation to the Board with respect to the director's
continued membership after evaluating, among other things: the
director's past performance and expected future contribution; the
director's willingness and ability to continue to meet the
responsibilities of being a director; and the reasons for the change
in the director's job responsibility. Whether a former Chief Executive
Officer of the Company should continue as a director after leaving
the CEO position should also be determined by the Board at the time
in consultation with the new Chief Executive Officer. Retirement Age
No director after having attained the age of 73 years shall be
nominated for reelection or reappointment to the Board. Term Limits
The Board does not mandate term limits for its directors. Board
Compensation A director who is also an employee of the Company
or any of its subsidiaries shall not receive additional compensation
for service as a director. The Compensation Committee is charged
with the responsibility for reviewing (at least annually) and
recommending to the full Board the form and amounts of
compensation and benefits for non-employee directors. In making its
recommendation, the Compensation Committee shall seek to fairly
compensate directors it believes are appropriate for director service
to the Company, taking into account factors such as compensation
paid to directors by other companies in the industries in which the
Company competes and aligning directors interests with the longterm interests of the Companys stockholders. Page 5 of 8
26592155_5 Evaluation of Board The Board shall be responsible for
periodically, and at least annually, conducting a selfevaluation of the
Board as a whole. The Nominating & Corporate Governance
Committee shall be responsible for overseeing such self-evaluations.

Board Contact with Senior Management Board members shall have

complete access to management. Board members shall use sound
business judgment to ensure that such contact is not distracting,
and, if in writing, shall be copied to the Chief Executive Officer and
the Chair of the Board. Further, the Board encourages senior
management to bring employees into Board meetings who: (a) can
provide additional insight concerning the items being discussed
because of personal involvement in these areas; (b) represent
significant aspects of the Companys business; and (c) assure the
Board has exposure to employees with future potential to assure
adequate plans for management succession within the Company.
Access to Independent Advisors The Board and its committees,
including the non-management or independent directors when
convening in executive session, shall have the right, at any time, to
retain independent outside financial, compensation, legal or other
advisors. Board Interaction with Institutional Investors and Press The
Board believes that management generally should speak for the
Company, consistent with all regulations governing such
communications and with common sense. Unless otherwise agreed
to or requested by the Chair, each director shall refer all inquiries
from institutional investors and the press to designated members of
senior management or to the Chair. BOARD MEETINGS Frequency of
Meetings There shall be at least four regularly scheduled meetings
of the Board each year. It is the responsibility of each of the
directors to attend the meetings of the Board and the committees
on which he or she serves. Selection of Agenda Items for Board
Meetings The Chair of the Board, in consultation with the Corporate
Secretary and the Chief Executive Officer, shall annually prepare a
Board of Directors Master Agenda. This Master Agenda shall set
forth a minimum agenda of items to be considered by the Board at
each of its specified meetings during the year. Each meeting agenda
shall include an opportunity for each committee Page 6 of 8
26592155_5 chair to raise issues or report to the Board. Thereafter,
the Chair of the Board, the Chief Executive Officer, may adjust the
agenda to include special items not contemplated during the initial
preparation of the annual Master Agenda. Upon completion, a copy
of the Master Agenda shall be provided to the entire Board. Each
Board member shall be free to suggest inclusion of items on the

Master Agenda for any given meeting. Thereafter, any Board

member may suggest additional subjects that are not specifically on
the agenda for any particular meeting. In that case, the Board
member should contact the Chair or the Secretary at least two
weeks prior to the relevant meeting. Executive Sessions of NonManagement and Independent Directors The non-management
directors (all those who are not officers of the Company, as such
term is defined by NASDAQ listing standards) shall periodically meet
in an executive session and, if any of the non-management directors
are non-independent, the independent directors should also meet in
an executive session at least once a year. Such meetings may be in
person or held telephonically. The Corporate Secretary shall
establish, maintain and publicly disclose a method for interested
parties to communicate directly with the non-management directors
as a group and the Lead Independent Director, if any. Board
Materials Distributed in Advance Information and data is important
to the Boards understanding of the business and essential to
prepare Board members for productive meetings. Presentation
materials relevant to each meeting will generally be distributed in
writing to the Board for their review in advance of the meeting.
COMMITTEE MATTERS Board Committees The Company shall have
the following standing committees: Audit, Compensation and
Nominating & Corporate Governance. The duties for each of these
committees shall be outlined in each of the committees charters
and/or by further resolution of the Board. The Board may form new
committees or disband a committee depending on circumstances.
Except to the extent the Company qualifies as a controlled
company for purposes of the listing standards of the applicable
rules of NASDAQ or is subject to an applicable phase-in provision,
the Audit, Compensation and Nominating & Corporate Governance
committees shall be composed entirely of independent directors;
unless as otherwise determined by the Board, no member of the
Compensation Committee may serve on such committee unless he
or she is (1) a "Nonemployee director" as that term is defined for
purposes of Rule 16b-3 under the Securities Exchange Act of 1934,
as amended and (2) an "outside director" as that term is defined for
purposes of Section 162(m) of the Internal Revenue Code of 1986;
and each member of the Audit Committee shall also meet the

additional independence requirements of NASDAQ adopted, or as

may be adopted from time to time, pursuant to the Sarbanes-Oxley
Act of 2002 or the Dodd-Frank Wall Street Reform and Consumer
Protection Act. Page 7 of 8 26592155_5 Assignment and Rotation of
Committee Members The Board shall be responsible for appointing
the members to the committees and, if applicable, respective chairs
thereof, on an annual basis. Annual Review by Committee Each
Board committee shall annually review its charter and recommend
to the Board any changes it deems appropriate. LEADERSHIP
DEVELOPMENT Evaluation of Chief Executive Officer The Board shall
conduct an ongoing evaluation of the Chief Executive Officer. The
evaluation of the Chief Executive Officer shall be accomplished
through the following process: a) Toward the end of each year, the
Chief Executive Officer meets with the Compensation Committee to
develop appropriate goals and objectives for the following year. b) At
end of the following year, the Compensation Committee, with input
from the Board, evaluates the performance of the Chief Executive
Officer in meeting those goals and objectives. c) This evaluation is
communicated to the Chief Executive Officer at an executive session
of the Board. d) The Compensation Committee uses this evaluation
in its determination of the Chief Executive Officers compensation
subject to the terms of any applicable employment agreement.
Succession Planning The Company understands the importance of
succession planning. Therefore, the Board, along with the Chief
Executive Officer, shall analyze the current management, identify
possible successors to senior management, and timely develop a
succession plan, including succession in the event of an emergency
or retirement of the Chief Executive Officer. Management
Development The Board shall periodically review the plans for the
education, development, and orderly succession of senior and midlevel managers throughout the Company. Interpretation In cases
where the Chair of the Board and the Chief Executive Officer are the
same individual, procedures calling for consultation or
communications between such positions need not be followed.

Corporation