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The effect of these provisions is that not more than one-third of the Company's directors will be elected at any single annual meeting and a supermajority of votes will be required to remove incumbent directors. As a result, a person seeking control of the Company might not necessarily be able to acquire a controlling block of stock and effect an entire change in management at a single annual meeting. Special Meetings of Stockholders Our Bylaws provide that a special meeting of stockholders may be called by the Chairman of the Board of Directors, the President, the Board of Directors or 10 of the stockholders of record of all shares entitled to vote. Corporate Action Without a Stockholder Meeting Our Articles of Incorporation provide that any action required or permitted to be taken by our stockholders must be effected at a duly called Annual Meeting or at a Special Meeting of stockholders of the Company, unless such action requiring or permitting stockholder approval is approved by three quarters of the incumbent directors, in which case such action may be authorized or taken by the written consent of the holders of outstanding shares of voting stock having not less than the minimum voting power that would be necessary to authorize or take such action at a meeting of stockholders at which all shares entitled to vote thereon were present and voting.

(3) The exercise price of the options exceeded the assumed market price compounded annually over the relevant periods, and, therefore, there is no potential realizable value for the options, for purposes of this chart. (1) Represents an amount equal to the number of options multiplied by the difference between the average of the closing bid and asked prices for the common stock in the then existing market for the common stock on the date of exercise and any lesser exercise price. (2) Represents an amount equal to the number of options multiplied by the difference between the average of the closing bid and asked prices for the common stock in the Over-The-Counter market on December 31, 2000 (0.]