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EXHIBIT 10.2
AMENDMENT TO BYLAWS
(Adopted June 25, 2000)
RESOLVED, that the Bylaws of the Corporation be amended by adding a new
Section 2.12 thereto which reads as follows:
Section 2.12. NOMINATIONS AND STOCKHOLDER BUSINESS.
(a) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
stockholders may be made at an Annual Meeting of the Stockholders (a)
pursuant to the Corporation's notice of meeting, (b) by or at the direction
of the Board of Directors, or (c) by any stockholder of the Corporation who
is a stockholder of record at the time of giving of notice provided for in
this Section 2.12, who is entitled to vote at the meeting and who complied
with the notice procedures set forth in this Section 2.12.
(b) For nominations or other business to be properly brought before an
annual meeting by any stockholder pursuant to this Section 2.12, the
stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation, and such business must be a proper subject
for stockholder action under the Delaware General Corporation Law. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than 45 days prior
to the anniversary of the date on which the Corporation first mailed its
proxy materials for the prior year's annual meeting of stockholders;
provided, however, that in the event that the date of the annual meeting is
advanced by more than 30 days or delayed (other than as a result of
adjournment) by more than 30 days from the anniversary of the previous
year's annual meeting, notice by the stockholder to be timely must be
delivered not later than the close of business on the later of the 75th day
prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director
all information relating to such person that is required to be disclosed in
solicitation of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); (b) as to any other business
that the stockholder proposes to bring before the meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the
notice and the beneficial owners if any on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder, as they
appear on the Corporation's books, and of such beneficial owner, and (ii)
the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner.
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(c) Only those persons who are nominated in accordance with the
procedures set forth in this section shall be eligible for election as
directors at any meeting of stockholders. Only such business shall be
conducted at a meeting of stockholders as shall have been brought before
the meeting in accordance with the procedures set forth in this section.
The Chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the
meeting was made in accordance with the procedures set forth in this
section and, if any proposed nomination or business is not in compliance
with this section, to declare that such defective proposal shall be
disregarded.
(d) For purposes of this section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 9, 13, 14 or 15(d) of the Exchange Act.
(e) Notwithstanding the foregoing provisions of this Section 2.12, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 2.12. Nothing in this Section 2.12 shall
be deemed to affect any rights of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act.
