AMENDED AND RESTATED BYLAWS
(Effective November 5, 2008)
Section 1. ANNUAL MEETING.
An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire
and for the transaction of such other business as may properly come before the meeting, shall be held at such time
as the Board of Directors shall each year fix, which date shall be within 13 months of the last annual meeting of
Section 2. NOMINATIONS OF DIRECTORS AND NOTICE OF OTHER BUSINESS.
Nominations of persons for election to the Board of Directors and the proposal of business to be
transacted by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the notice
given by the Corporation with respect to such meeting, (b) by or at the direction of the Board of Directors or
(c) by any stockholder of record of the Corporation who was a stockholder of record at the time of the giving of
the notice provided for in the following paragraph, who is entitled to vote at the meeting and who has complied
with the notice procedures set forth in this section.
For nominations or other business to be properly brought before an annual meeting by a stockholder
pursuant to clause (c) of the foregoing paragraph, (x) the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation, (y) such business must be a proper matter for stockholder action
under the General Corporation Law of the State of Delaware and, (z) if the stockholder, or any Stockholder
Associated Person (as defined below) with respect to the Corporation’s securities solicits or participates in the
solicitation of proxies in support of such proposal or nominees, the stockholder must have timely indicated its, or
such Stockholder Associated Person’s, intention to do so as provided in subclause (c)(iii) of this paragra