NASDAQ Marketplace Rule 4200(a)(15) – Definition of “Independent Director”

"Independent director" means a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the issuer's board of directors, would interfere with the exercise of independent judgement in carrying out the responsibilities of a director. The following persons shall not be considered independent:

A) a director who is, or at any time during the past three years was, employed by the company;

B) a director who accepted or who has a Family Member who accepted any compensation from the company in excess of $100,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following:

i)compensation for board or board committee service; 

ii)compensation paid to a Family Member who is an employee (other than an executive officer) 

of the company; or

iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation. 

Provided, however, that in addition to the requirements contained in this paragraph (B), audit

committee members are also subject to additional, more stringent requirements under Rule 4350(d).

C) a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer;

D) a director who is, or has a Family Member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than the following:

i) payments arising solely from investments in the company's securities; or

ii) payments under non-discretionary charitable contribution matching programs.

E) a director of the issuer who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the issuer serve on the compensation committee of such other entity; or

F) a director who is, or has a Family Member who is, a current partner of the company's outside

auditor, or was a partner or employee of the company's outside auditor who worked on the

company's audit at any time during any of the past three years.

G) in the case of an investment company, in lieu of paragraphs (A)–(F), a director who is an

"interested person" of the company as defined in Section 2(a)(19) of the Investment Company Act of 1940, other than in his or her capacity as a member of the board of directors or any board

committee.