SIMPSON THACHER Be BARTLETT LLP AVl!:N'UE NEW YORlt, N.Y. · 2014-12-31 · SIMPSON Tlf ACHER & BARTLETT LLP U.S. Securities and Exchange Commission Division ofCorporaiion Finance

(212) 455-2711

SIMPSON THACHER Be BARTLETT LLP

4215 LEJCINGTON AVl!:N'UE NEW YORlt, N.Y. 10017-39154

(:::! 12 1 4015·2000

VTA OVERNIGHT MAIL Al\1) E-1vfAIL December 23,2014

E·MAII. ADDBESS

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Rc: L-3 Comn1Unications Holdings, Inc.- Omission of Shareholder Proposal from Proxy Material Pursuant to Rule 14a-8

U.S. St:~.;urilies and Exchange Commission Division of Corporation Pinance Office of Chief Counsel 100 F. Street, ~.E. Washington, D.C. 20549

Ladies anc.l Gtmllemen:

We are filing this letter on behalf of L-3 Communications lloldings, Joe. ("L-3" or the ' 'Company") with respect to the shareholder proposal and supporting statement (collectivdy, the "Shareholder Proposal") submitted by John Chevedden (the "Proponent") fo r inclusion in the proxy statement and l.orm of proxy to be distributed by the Company in conm:~.;lion with its 2015 Annual Meeting of Shareholders (collectivdy, the "Proxy Materials"). A copy of the Shareholder Proposal and accompanying con-espondence from the Proponent is attached as Exhibit A. We respectfully requ~sl lhat the Staff (the "Staff') of the Division ofCorporc:tlion Finance ofthc Securities and Exchange Commission (the "Commission") not recommend any enforcement action against L-3 if L-3 omits the Shareholder Proposal in its entirety from the Proxy Materials pursuant to Rule 14a-8(i)(9), on the basis t hat the Shareholder Proposal would directly conllict with a proposal to be submitted by the Company at the samt: meeting.

Pursuant to Rule 14a-8U) under the Sccmities and Exchange Act of 1934, as amended (the " Exchange Act"), we have:

1. filed this letter with the Commission no later than 80 calendar days before the date on which the Company plans to i11c its definitive Proxy Materials with the Commission;

BEIJINCT HoNo Ko!'G HousToN LoNDo~ Los A NGF.t.l"~" PALO ALTO S.\o PAULO SEOVL ToKYO WASKINGTON, D.C.

SIMPSON Tlf ACHER & BARTLETT LLP

U.S. Securities and Exchange Commission Division ofCorporaiion Finance Office of Chief Counsel -2- December 23, 2014

2. enclosed herewith six (6) paper copies ur this letter and its attachments; ami

3. simultaneously provided the Proponent with a copy of this submission.

Rule 14a-8(k) and StafTLegal Bulletin No. 14D (November 7, 2008) ("SLD 14D") provide lhal a stockholder proponent is required to send the company a copy of any conespondcnce that the proponent elects to submit to the Commission or the Staff. Accordingly, we hereby inform the JJroponent that if the Proponent elects to submit additional correspondence to the Commission o r the Staff relating to the Shareholder Proposal, the Proponent must concun:ently furni sh a copy of that corresponc.lencc to L-3. SlinjJarly, the Company will promptly forward lo the Proponent any response received from the Staff to this request that the Staff transmits by email or fax only to the Company. ln accordance with SLB 14D, thls letler is also being submitted by e-mail to sharehol<.lt:rproposals@Jscc. gov.

Back2round

On October 23, 20 14. the Company received the following shareholder proposal from the Propont:nl:

"Resolved, Sharcowners ask our hoard to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 20% of our outstanding common stock the power to call a special shareowner meeting. Thh proposal does not impact our hoard 's ctuTent power to caU a special meeting."

T he Company's /\mended and Restated Bylaws (the "Bylaws") currently authorize the Chairman of the Board of Directors, if there is one, the President or the Chairman of the Board or the President at the request in writing of a majority of the Board of Directors, to call a special meeting. The Company intends to include in the Proxy Materials. and to present at the Company's 2015 annual meeting, a proposal to extend to certain shareholders the right to call a special shareholder meeting. Specifically, the Company intends to include ill the Proxy Materials a proposal (the "Company Proposal" ) to amend the Company's Bylaws to afford shareholders the right to call a special meeting, provided that (a) those shareholders (or a gmup of holders) hav~ a net long position in at least 25% of the outsranding share~ of the Company's common stock at the time of the delivery of the special meeting request. (b) such net long position has been continuously held for at least one year prior to such delivery date and (c) the request complies with speci1ied informational,

SI){PSON THACHER & BARTLETT LL.P

U.S. Securities and Exchangt: Commission Di v i:sion of Corporation Finance Office o f Chief Counsel ~

- .) - December 23, 20 14

procedural and other requirements. Upon shareholder approval ofthe Company Proposal, the Bylaws will ~amended and restated to incorpora1e 1he amendment.

Dasis for Exclusion: Rule 14a-8(i)(9)

The Company respectfully requests the S taffs concurrence that the Company is pem1itted to exclude the Shareholder Proposal pursuant to Rule 14a-8(i)(9), which provides Lhal a shareholder proposal may be omitted from a company's proxy statement if the proposal '"directly conflicts •.vilh one of the company's o'\1\m proposals to be submitted to shareholders at the same meeting."

Discussion ofBasis for Exclusion

The Shareholder Proposal may be excluded pursuant to Rule 14a-8(i)(9) because it wou1d d irectly conflict with the Company Proposal to be submitted to shareholders at the same meeting. The Commission has explained that for purposes ofRule 14a-8(i)(9), the shareholder and company proposals need not be " identical in scope or focus for the exclusion to be available." See Relea::>e No. 34-40018, at n. 27 (May 21, 1998). In applying Rule 1 4a-8(i)(9), the S taff has consistently stated that, where submitting both proposals for a shareholder vote would "present alternative and conflicting decisions" that could confuse shareholders and would create " inconsistent and ambiguous resul ts" if both proposals were approved, the shareholder proposal may be excluded under Rule 14a-8(i)(9). See. e.g., United Continental Holdings, rnc. (February 14, 2013).

The Shareholder Proposal requests that il:hc Company take the steps necessary to amend the Company's governing documents to enable holders or 20% of the Company's otrtstanding common stock to call a special shareholder meeting. As noted. the Company Proposal would amend the Bylaws to enable ho lders of a ner long position in at least 25% of the outstanding shares of the Company" s common stock, as of the date of the deli very of the request, to call a special shareholder meeting, provided such net long position was held for a minimum of one year prior to such delivery date. The two proposals both address shareholders' ability to call a special meeting, but in a conflicting manner with regard to U1e requisite ownership threshold, required period o f ownership and method of establishing quali fying levels of ownership.

The Staff has consistently granted no-action rcJicfundcr Rule 14a-8(i)(9) where a shareholder-sponsored special meeting proposal contains an ownership threshold that differs from U1at included in a company-sponsored special meeting proposal. In each of these instances, as in the present case, the company seeking relief planned to ask shareholders to

SIMPSON THACHER & BARTLETT LLP

U.S. Securities and Exchange Commission Division of Corporation Finance Office ofChief Counsel -4- December 23,2014

approve an amendment to its governing document(s) to permit shareholders to call special meetings.

for example, in United ~alural Foods, Jnc. (September 10, 2014), the Staff concurred with the exclusion of a shareholder pmposal asking the board to impkmt!nl a 15% ownership threshold for the right to call a spe<.;ial meeting. The company advised the Staff lhat it intcndod to submit to stockboJders a proposal enabl ing shareholders with at le~t 25% of the company's common stock held in a net long position for at least one year to caU a special meeting. The company asserted that its proposal and the stockholder's proposal directly conflicted and that as a result, it was appropriate to exdude the stockholder's proposal pursuant to Rule 14a-8(i)(9). The Staff concurred on the basis that the ''inclusion of both proposals would present alternative and con1J icling decisions for the shareholders and would create the potential for inconsistent and amhiguous results.'·

Similarly, in Yahoo! Inc. (March 6, 2014). the Stall' permi tted the exclusion of a shareholder proposal asking the board to implement a 15% o¥.-nership threshold for lhe right to call a special meeting. In that instance, the company asserted that the shareholder proposal would conllict wilh tl1c company,s own proposal ro amend its bylaws to allow holders of at least 25% of the voting power of all outstanding shares of conunon stock to call a special shareholder meeting.

/\.number of other recent le tters have provided no-action relief under substantially similar circumstances. See, e.g., Aetna Inc. (March 14, 2014) (perrn illing exclusion of a shareholder proposal for a 15% special meeting right because it would conflict with a management proposal to amend the articles of incorporation to allow shareholders v.1th at least 25% of the company's outstanding common stock to call a special meeting); Con-way inc. (Jan. 22, 2014) (.Pennitting exclusion of a shareholder proposal for a 15% special meeting right because it would conflict with a management proposal for a threshold of a net long position in 25% of the company's outstanding common stock for at least one year)~ Kans~ City Southern (Jan. 22, 2014) (pennitti ng exclusion of a shareholder proposal for a 15% special meeting right because it would corul ict with a management proposal to allow shareholders maintaining a net long position in 25% of the company's outstanding common stock for at least one year to call a special meeting); Dover Corp . (Dec. 5, 2013) (.Permitting exclusion of a shareholder proposal for a 10% special mee6ng right because it would conflict with a management proposal for a 25% threshold to call special meetings); AmerisourceBcrgcn Corporation (Nov. 8, 20 13) (pennitting exclusion of a shareholder proposal for a 10% special meeting right because it would coutl ict with a management proposal for 25% of the company's outstanding ''oting power to caU a special meeting); The Walt Disney Company (Nov. 6, 2013) (permitting exclusion of a shareholder proposal fo r a 10% special meeting right because it would conflict with a management proposal to allow

SIMPSON T HAC H ER & BARTLETT LLP

U.S. Securities and Exchange Commission Division of Corporation Finance O'ffice of Chief Counsel -5- December 23, 2014

shareholders 'tvho have maintained a net long position of 25% of the company'!> outstanding common stock for at least one year to call a special meeting). See also Western Union Co. (February 14, 2013); Advanced Auto Parts; lnc. (February 8, 2013); American Tower Corp. (January 30, 20 13); Baxter International ]nc . (January 11. 2013 ); :-.Jorfolk Southern Corporation (January 11, 2013); The Coca-Cola Company (December 2 1, 2012; recon. denied January Hi, 20 13); Equinix, Inc. (March 27, 2012); Cognizant Technology Solutions Corporation (March 15, 20 12); Biogcn Idee Inc. (March 1 3~ 20"1 2); Omnicom Group Inc. (February 27, 2012); McDonald' s Corporation (February 1, 2012); Flowscrvc Corporation (January 31, 20 1 2)~ and Cummins lnc. (January 24, 2012; recon. denied February 17, 20 12).

As in the above no-action letters, the Company Proposal and the Shareholder Proposal address the identical topic- the abili ty of the Company' s shareholders to call a special meeting - but include different ownership thresholds, length of ownership requirements and methods of establishing qualify ing levels of ov.rncrship. Accordingly, if bolh proposals arc included in the Company's Proxy Materials, shareholders would be presented with altemative and conflicting propu~al::; that could result in shareholder confusion. Furthermore, if both proposals are approved by shareholders, there would be no way fo r the Roard to implement both proposals or to know which of them should be im plemented. Thc~e potential issues epitomi7e the "inconsistent and ambiguous results" that Rule 14a-8(i)(9) seeks to avoid.

Conclusion

Based on the foregoing, we respectfull y request that the Staff concur that it will take no action if the Company excludes the Shareholder Proposal from its Proxy Materials pursuant to Rule l4a-8(i)(9), on the basis that it directly conflicts with the Company Proposal.

If the Staff has any questions regarding this request or requires additional information, please contact A\ITohom J. Kess at (2 12) 455-2711 or akess@stblaw.

Enclosures

cc: Allen E. Dam.ig, Esq. L-3 Communkat ions Holdings, Inc.

SIMPSON THACHER & BARTLETT LLP

Exhibit A

Copy of the Shareholder Proposal and Accompanying Correspondence

***FISMA & OMB Memorandum M-07-16***

***FISMA & OMB Memorandum M-07-16******FISMA & OMB Memorandum M-07-16******FISMA & OMB Memorandum M-07-16*** ***FISMA & OMB Memorandum M-07-16******FISMA & OMB Memorandum M-07-16******FISMA & OMB Memorandum M-07-16***

***FISMA & OMB Memorandum M-07-16******FISMA & OMB Memorandum M-07-16******FISMA & OMB Memorandum M-07-16******FISMA & OMB Memorandum M-07-16******FISMA & OMB Memorandum M-07-16******FISMA & OMB Memorandum M-07-16***

***FISMA & OMB Memorandum M-07-16******FISMA & OMB Memorandum M-07-16******FISMA & OMB Memorandum M-07-16***

[LLL: Rule 14a-8 Proposa[, October 22, 20141 l'roposal 4 - Special Shareowner Meetings

Kesolvcd, Shureowuers ask our board to take the steps ncc~:Ssruy (unilaterally if possible) to amend our bylav.rs and each appropriate governing docum..:ut to gh-e holders in the aggregate of 20%, of our outstanding commo11 stock the power to call u ~pecial shareowner meeting. This proposal does not impact OLU' board's current power to call a special meeting.

Delaware law allows I 0% of shareholders to caU a special meeting and dozens of companies have adopted the 10% threshold. Special meetings allow shareowncrs to vote on important matters, such ac; electing new uir..:ctors that can arise hetween annual meetings. Shareowner input on the timjng of shareowner meetings is especially important when evenls unfold quickly and issues may become moot by t he next llllnuul meeting. This is also i.mportaDt because there could be a IS-month span between our annual meetings. This proposal topic won more than 70% support at Edwards Lifcsciences and SWJEdison in 2013 . Vanguard sent letters to 350 of its portfolio companies asking them to consider pro\•irung the right for sh~:~reholders to call a special meeting.

Our clearly improvable corporate governance (as reported in 2014) in an added inuentive to vote for this proposcl:

GMlRatings, an inllependent investment research firm, rat-ed our company D in executive pay nnd accounting- $12 rnilliou i.n 2013 TotaJ Realized for Michael Striancse. There were also an excessive pension and perks for Mr. Strianese. Meanwhile sbw-eholders had a21% potential stOck dilution. GMJ said multiple rcluted party transactions anu ot:her potential conflicts of interest involving our company'l'l hoard ur :;enior lllanagers should be reviewed in greater doplh.

·nuce directors ha~ 17-ycars long-tenure which wlls a negative tilctor in judging their independence: Alan Washkowitz, Thomas Corcoran, and R.obert Millard (our lead director - u position that demo.o.ds higher independence). Mr. Millard also received our highest negative votes. A weak L~d Director is a good argument for adopting an independent board chairman policy. Directors who had more than 1 0-years long-tenure controlled lhe majority of the votes on our 3 most important boaru committees.

Rerurrung to the core topic of this proposal from the conlext of O\lr clearly improvable corporate governance, please vote to protect shareholder value:

Speci.'\1 Shareowner Meetings - l'roposal4





Schedule 13G, Form 3, Form 4 and/or rorm 5, or amendments to those documents or updated forms, re fl ecting your ownership of the shares as of or before the date on which the one~year eligibility period begins along ~ith a written statement by you that you continuously held the rcqujred number of shares for the one-year period as of the date of the statement.

To the extent that you obtain a proof of ownership letter from the "record11

holder of your securities, such letter must verify continuous ownership of the requisite amount of securities for the one-year period preceding and including the date of submission of the shareholder proposal, i.e., October 23, 2014, in order to cure this defect. Please note further that the Division of Corpor11tc Finance of the Securities and Exchange Corumjssion takes the position that, for purposes of Rule 14a-8(b)(2)(i), only securities intermediaries that are participants in The Depository Trust Company ("DTC"), or affiliates of DTC participants, are considered ''record" holders of securities that are deposited al DTC. Accordingly, to the extent that shares of the Company held by you are deposited at and held through DTC, the proof of ownership letter that you obtain and provide must be from a DTC patticipant or an affiliate of a DTC participant in order to satisfy the proof of ownership requirements set forth in Rule l4a-8.

Plll'suant to Rule 14a-8(f), you must provide us ~ith sufficient verification of your beneficial ownership of the Company's securities within 14 calendar days of your rece ipt of this letter. For your reference, we have attached a copy of Rule 14a-8 of the Ex(;bange Act. To transmit your proof of ownership, please reply to my atlention at the iblJowing fax number: 212-805-5252 or by e-mail to aJ1en.danzi'-t/~L-3com.com. To reply hy mail, please reply to my attention c/o L-3 Communications Holdings, lnc., 600 Third Avenue, New York, New York 10016. Otherwise, please contact me at (212) 805-5456 should you have any questions. We appreciate your intcresl in the Company.

Enclosure AEO: tas

Sincerely,

L-3 COJ\'L'\11JNICATIONS HOLDINGS, I NC. - RULE 14A-8 SHARE1TOLDER P ROPOSAL TlMELDlE

D ATE ACTtOI'i

October 23,2014 Shareholder proposal received at company's principal executive offices

November 6, 2014 Deadline for notifying shareholder in writing of nny procedural or (14 calendar days of eligibility deficiencies receiving the proposal)

November 20,20141 Shareholder's response due (postmarked or sent electronkally) (No l<:ttcr than 14 days from receipt of notice of dciicicncy)

November 24,2014 Deadline to submit sllarebolder proposals

Not later than January Filing deadline for no-action request to the SEC to exclude proposal I

3, 2015 (80 calendar from proxy materials (must simultaneously provide shareholder \vilh a days before fi ling DEJi' copy of the submission) unless demonstrates "good cause" for missing 14A)2 deadline

February 22, 2015 (no Deadline to send statement of opposition to shareholder (except as later than 30 calendar described in the box below) days before filing DEF 14/\)2

Five days after ff SEC response to no-action request requires shareholder to make receiving revised revisions to its proposal or supporting statement, the Company must proposal provide shareholder with statement of opposition no later than five

calendar days from receipt of revised shareholder proposal ' r~fW:ch 24, 20153 Proposed DEF J 4A ftle date

2

Calculated deadline assumes that shareholder receives noti fication of proct:dural 01 eligibility deficiency on November 6, 2014.

Assumes fi ling of definitive proxy statement on Marclr24, 2015.

Assumes filing date comparable to 2014, which was March 24, 201 4.

1>52054..00 17·1160S-Acllvc.I6S96727 3

I

L-3 Special Meeting .Pa·oposal Rest>arch

2013 Compensation Peer Group

Special Meeting Called Company by Shareholder(s) Percentage Required

Danaher Corporation Yes 25%

Eaton Corporation Yes 10%

General Dynamics Corporation Yes One stockholder of record with 1 0%; one or more

stockholders of record with 25%

Harris· Corporation Yes 25%

Honeywell International, Inc. Yes Holders having an aggregate ' ·net long position" of 20%

Leidos Holdings, Inc. (formerly SAIC, Inc.) Yes One stockholder of record with 10%; one or more

stockholders of record With i 25%

Lockheed Martin Corporation Yes One stockholder of record with I 0%; one or more


Northrop Grumman Corpomtion Yes 25%

Parker Hanni fin Corporation Yes 25%

Raytheon Company 'Yes One stockJ1older or stockholders w ith aggregate

of25%

Rockwell Collins, Iuc. No Board only, pursuant to resolution adopted by

majority of the wh.olc board

Textro'n, Inc. Yes . One stockholder or stockl;10lders with aggregate

of25%

Page 16 redacted for the following reason:- - - - - - - - - - - - - - - - - - - - -***Copyrighted Material Omitted***







L-3 Special Meeting Proposal R esearch

2013 Compensation Peer Group

Special Meeting Called Company by Sbarcbolder(s) Perceota2e Required

Danaher Corporation Yes 25%

Eaton Corporation Yes 10% General Dynamics Corporation Yes One stockholder of record

with I 0%; one or more stockholders of record with

25% Harris Corporation Yes 25%

Honeywell International, Inc. Yes Holders having an aggregate "net long position" of 20%

Leidos Holdings, Inc. (formerly SAIC, Inc.) Yes One stockholder of record with I 0%; one or more


Lockheed Martin Corporation Yes One stockholder of record with I 0%; one or more

sto~.:kho lders of record with 25%

1\orthrop Grumman Corporation Yes 25%

Parker Hanni tin Corporation Yes 25%

Raytheon Company Yes One stockholder or stockholders with aggregate

of25%

Rockwell Collins, Inc. No Board only, pursuant to resolution adopted by

majority of the. whole board

Textron, Inc. Yes One stockholder or stockholders with aggregate

I of25%




AMU:NDEI) ANO RESTATED BYLAWS OF

L-3 COMMUNICATIONS HOLDJNGS, INC. (hereinafier called the "Corporation'')

Datcdr\:~~ 2014 lnco,.poruted under the Laws of the State of Delaware

ARTICLE I OFFICES Al\1) !~~'::CORDS

DRAFT

Section 1.1 Del.awarc Of!ice. lJnlcss oth~rwise provided by the Amended and R(;statcd Ccrti·licate of Jncorporation or the Corporation (l,he "Certi ficate of lncorporation"), the registered oiTtcc of' the Corporatjon in the State of Delaware shttll be locuted in the City or Wilmington, County or New Castle. and the name and address of its registered agent shall be Titc Corporat ion Trust Company, 1209 Orange SrreeL Wilmington, New Castle County, OeJuware 19801.

Section 1.2 Other Oflices. The Corpomtion may have such other offices, either within or withom the State or Delaware. ns tbe Board of Directors m<~y ucsignate or as the business of the Corporation may from time to Ume require.

Section 1.3 Books and Records. The books and records of th~ Corporation may be kept within or outside tht: State of Dcla .. vare at such place or plac~:s as may from time to time be dcsignutcd by the Board of Directors.

ARTICLE 11 STOCKHOLDERS

Section 2. 1 Annual Med ing. An <umual met!ting of the stockholders of tJ 1~ Corporation fo r th~: clcc1ion of directors shall be held on such dtlte. and at such phwc (i r nny) and time, as may be lixcd by resolution or the Board of D irectors. t\ny other proper bus iness may be t.ransuctcd at the ::mnual meeting.

~t'c1ion 1.2 Special Meeting. !.Lll_Special meetings of the stockholders of the C<~m<.m.!.!.LQlUi..Lmay he caJJed &nly-by the Chu irman of the Board, if there be on~. or the President. n·!~tH.ii.l.sh~•ll be cal led by the Chainmm of the Board or the President aL the request in writing of a mnj ~) ri1 y of the Board of Directors~tlh-i'e~~~l-st&'&e-+ht>-l*~·ttf-1~~~ ot-fhc propu:sed n 1ee1~usi nes:Hfaf!Stt(:·ted aHiA!'f-spoo+a4~~\}~~~ft, shall-be limited to the purpo::.~f~a-ffi the nori~t.' .. and (ii i) shall be called bv the Sel:rctar\. unon rhc wriltun n.:quest l)f onu or more ProposiQg _Person(s) (CIS definl!d below) who have Net Lung Beneficial Own~rship (as cklinecl below) of at least twentv-five percent (25%) of the outsund ing shares or common ~to<:k oi th~ Corporation (the "Requisit~ Pcrcentru!e") at the time such special me~tinl! r~ques1 is validlv dd ivered w the Secretary (th~; ''Ddiverv Date'·). subject to and in compliJ.I,I1CC ~·ith tbis Sc.!ctjon 2.2 and. to the extent i lpp l.icable to special ml!edngs Lit'

SloCkboiJcrs. Secllon 2.8. Complianc~ bv the Proposjng Person(:;) with the re.quirems:nts or t hi~ S~ctiou "'.2 rmd refuted orovisions of these Bylaws shall be J1.!te1m ined in ~ood faith bY the Bomd of Diceetut~. whi.:h su .. ~h uetemlinu0on slwJI be binding on the Corpomtin11 Md its

I RI.FI I IOOl l UIY.311.iH :liJI• I

DRAFT

sto\:kholdcrs.

The term ·'Nc( Long Beneficial Owners.hip' ' C•md its t:orrehlti\•C terms). when used to <.tcscribc the nature or a Proposing Person's own:!rship of common stock of the Corooration, shl!fJ_J11Ca.n thost> shares or common swck of the Corporation as to which the Proposinu Person in guest ion pos:><sses: d) 111~ sole ptHver I!J voL~ or direct Lhe votinu. (ii l the sole economic incidents of ownership (in~:luding the so le t~ig,ht to prctits and the sole risk of los·q. und (ii i) the sok power to dispose pf ot dtrcct 1he dispQ1iition tJf. The Dl.lii;lbs:r of ~hores culcula1.ed in <tccord<tnct' wi th rlause!'> ( i 1. Iii) and (iii) shall no t indude any shares lhnt. direetlv l) f' indirectly. undt>rlie any "tkrivat!v~ securit \"(as such te1m is dcilm:d in Rule 16u-1 (c ) undet' th.: l:.:.xchangl' Act} that con:;Li Lutes a "call ~quivaleut oosition" (as sw,;h lt.'nn is defined in Rule 16a-l ( b l und~r !.!Jc Exchan$!e A ell anJ th\11 i s..._~li r}ctly or indirect I v, hdd or maimaill~:.d by a ProP.Osinu Person wifuresr-ecUQ..Jl!lr :;hares of anv class qr series of shnrcs of lhe Co.moration.

"Proposing Prrson ., shuJ I mcr.m the holder of J'eCl)rd of common stock of the Corporation submi tting c1 SP'-'\:'ial met.~ting request and the bene-!icial ow·ner of ~ommon stod., if anv, on \Vhos.c bdwl (' :;;w:h rcguest is mode; _Rrovided. however, that. wi th re~pect to Lhe informati.on;tl rt-quiremcnr~ or Scxtion 2.2( H). if the record holder of such t'Onw1on stock is making the Special Mecling Reqllt'SI on behalf' or the benelicial owner of such common stock, lh<! tem1 '·Proposing Pcn.>n,. shall be d~m'-·d to rder solelv to such beneticbl owner

(B) In order [or t) special meeting to be C<dlcd upon stockholder request ("Stockhold~Jr

Reque::;ted Spc.::ci<1l ;..1cc.::ting'j. one or mort' requests for a speciul meeting in the form n:auircd bY this Scc.::tiuu :2_.2 must be siuned b,· Propos ing: .Person(::;) hl"l ldin(! the Reguisit~ P~n:l:nla!!.c and be del i\ cn:d w the Sec.::retar-. at the principal execuli vt: offices of the Corponuion h'' registered mai I, r<.:ttml ~ceipt regltest~.:d . Such requc.::st(s) slu~ll: ( i ) set fortJ1 a statemem ,)f the specific ourpose or lli1!JlOses or thl! m~;:cti n t! and thQ marter3 pror.{)s.:d to be acted on ut :;uch speciul meeting; Iii l b~ar the date or sil:matute of ear..:h sucb Propo..; ing Per..on signing the requc~t: (ii i l s~t lorth (cl) the name and address of each Proposin~ Person sigmn~ such request (or on \\>i1ose behalf th1.' request is signed). (b) the class and the number of shares o f common stock of the Com~'rati ~1n which Hrc owm:d beneficially and of r...:cord by such Proposine. Per<)on. (c ) the clns!> and number of shares of canital stock QJJ.he CorporaLion representinll such PrClJX>~iug Person's ~et Long Oencliciu1 OwJJer:;h ip. includin!l a desc1inlion of all securities or other imq.runH:nb rclminu 1h~rdo: :md r d) u ct:Jti fico.rion that tlle Proposinl! Person satisfies tht' Net Long lk nclicial O·.mership rcquir~mcnt of these Bvlaws: (i v! contain the mformation required b' Section 2 8 nl' tln;se 11vluws;_(\'} contain ll representation that the Proposin~ Person intends La tJoltl lh>.' shure§ or w mmon stock of the Corpora1ion described in clause ii ii) ol' this Section :!.2(B) through the date of the Swckholder R!(quested Special Mt:<.' tin!!: and (viL .:ontain HJJ

ncknowledgcmcnl by such Proposing Pt:rson that anv reduction jn :->uch stockhold~r's 1\ct Lon!!. l3eneti ciol Ownership with r-espect to which the spcciHI meeting rcg uesr relaks fo liO\\ im~ the Delivery Qatc shall consti tute a revo<;ation of such request to the extent of such rt!duction. Anv Proposing Pcr)Oll may r::;vok~ a rcque~t for a speciaJ rncetinQ at any rime by written revocation del ivered to Ilk Sl.'cret.arv Ill the principal c:!Xt:Culive ot't'ices of the Corporatioo. If. rollowing, anv such r~vo~·ation (or any Jeem~d revoL·ation hereunder) at rulV time beiore the dal~ or the Stt\~kho!Jcr Requested Special Meeting, the remaininu req uests are from Prooosing Person! s) h~1.l~iing, in the ug~rcgmc less than :he Rem1isite Pcrccntaue. the 13oard oC Di rectors. in its Jis<.:retion, sh<~ ll <.:r.u).s;~L!he. Stockholder RcquestcJ Spccinl Meeting.

I RI. H 1 1 00 1 201v..3~fl'l).~2•J-l-¥-l

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(£) Nutwithst::mding the for.egoing. the Secrcta1y shnll 1101 be required to call a we~i<~i !Jl~~i.ng o.Litq~khnhter:; if'· { i ) the Hoard of Direttl'lrs has called or call s an ~rmual or special meeting of stockholdcrs to be held nor later than one hunon;tl 1 went v 1 120) duvs aflcr \h(' (Lt;.!i.Y.£.!:.Y...Datc at w11kh nn identical or :;ubsranliallv similar itl!m ( a "Similar Item" and. for purQoS<.:s of tltis cluw?,e l C). the removal of tlircctor::; shall be deeml;!d a "Similar Item" with rc-spi.'l'l to al l item~ of business involving the elect ion or removal of directors) ro that Included in such request will be presented: or lii) tbc speciaJ m~etinu request (a) is received bv the Sccretru·y £luring tht: p-eriod commencing ninety (90) d.avs prior to the first anniversarv of th t.: unte of tht: immcdio.tely preceJinl! annual meetinl! and er1ding on _!he date of the next <mnual meeting; (b) cOnt{lins a Simila( Item to an item lhat was presented at anv mel!tin!L of !iltld.holdcr.. held v. ilhin nne vcnr prior to the DcliYerv Date: (c 1 relates to an item of business thm is not a propn subject for w • .:!iot• bv the HOC)kJ1<Jidcrs of the CQ.!.Doral!.!':m_under anplicnble hn'; (u l was mnctutLil manner thm invoh ·~d a violation gf Regulation 14A under the; Ex~hanue Act or othcr applicable hi' ': or (..-i Joes nyt compl" \l','ith the pruvisinns oC this Section 2.::! gr. tv the extent .1ppl icahl~.

Section :?Jt

{D) Any sp~L:ial mcding, of !."tockholders. including any Stockholder Requested Specinl Meeting. shall be hd d 81 !'luch date. time- and place. if anv, as may be fixed bv the Board of Directors in acc.:orclD nce with thi!Sc DvJm., s and in compliance \Vi th applicable ta .. v: provided tha! a Sto~.:kholdcr Requested S~,ial Meeting shail b,q held ·within one hundr~J twenty ( 120}1 dayii after the Delivery Date.

lli) /\nv Proposing Person who delivered u valid spta.: ial meet in~ request shall furthl!r ~date :tlld suppl~men l sud1 rl:quest, if nece$san·. su th3l the infom1llllQtLProvictec1 or req uired to be ',mwided in such requc51 shall be true and correct: (i) as or the n:cord dare fol' notice of the Stockh\l ld~r Requested Sptx·ial Mt:eti.ng. and (li) as of the date !hat is tifteen ( 15) days prior to tbe Stoc}:holJer Requt.>sied Spccial .. Meeting or arn aJjoummem or postponement thl:rcof. and Sltch updat~ and ~uppkrnt.:nl shall be dcl.ivered to tiN Secret.m-v at the r.rinciggJ s;x.ccu tivc offkes of the Corporation nol later I han five ( 5 J davs after the record date for the Stockholder Requested Special Meetim.t (in the case of the update and supplement required to bt! made a~ of the record Jalt"). nne! not later than ten (1 0) d::~\ s prior 10 the date for the:: Stockholder Re~ Special Meeting or. if ru:.nctical. anv adjownment tl r postponement thereor (and, jf not practicable. on the tirst practicable date prior ro the dare to which th~ Stockholder Reque..'\t;cd Special tvkcting has been adjourned or postooned) {in th~ case of the updare and supplement r_~g!)jr~d to ht: ml'ldt: as of-riJl~en ( 15) days prior to the Stockholder Requc~tcd Special Meeting or am- adjoummcnt or post'p...Qncment thereon.

{J ) 13usinc:;s tnmsact~.:d :11 anv Stockholder Rcqt!CStcd Special Meeting shall be li mitctl to the P..\:!.f.P..OSC( :;) swt~d in the :-pt:ciul mc~tin~L re,guesl : prov[ded, howt-vet,.,_Jhat nothing herein shall grohibit the Board of Oire~tors from ;g!bmitting mai lers tO n vote of tht' sto<:kholclers at nny Stockholder R~gucstcd Speciul MeeEI.ng.

Section 2.3 Place of Meeting. The Board of Directors may designate the place, if ~ny. of meeting for any mel:'ting ufthc stockholders. If no dl~signation is made by the Board of Directors, the place of meeting shall be the ptincipal office of the Corporation.

Section 2.4 Notice or Meeting. Unless otherwise required by law, n notice. stating the

I RLF! I IU01201 •JJ ltkii }OJ ......

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place, if any, day and hour or uny meeting, of stockholders and, in tht: (;(ISC of u sp~cial meeting, the purpose or purposes for whjcb the mecti11g is called, shall be prcpurcu and delivered by the Corporation not le:;s thtm ten days nor more than sixty days before the date of the meeting 10

each stockholder or record entitled to vote at such meeting. If muik<..l, such notice shall be deemed to be deliwnxl when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder a l his address as it appears on the stock transfer books of the Corporntion. Such funhcr notice shall tx given as may be rc>qujrcd by law. Any previously scheduled mce!ing of Lhc srockholders may be postponed by resolution of the !Joard of Directors upon publie notice given prior to the date previously scheduled for such meeting of stockholders.

Section 2.5 Quomm and Adjournment. Except as other.vise provided by luw or by the Certifkate or lncorporation. the holders ot' a majority of the outstanding shme~ of cupitaJ stock the Corporation entit led to vote generally in the election of directors, represr.:nted in person or by proxy, shall constitute a quorum at a meeting of stockholders, provided thai where a separate vote by a class or series (or classes or series) is required, lh~ holders of a mujoiity of the shares of sl1ch class or series (or clas~es or series) shall constitute a quorum for the transaction of such business. The chairman of tht: meeting or a majori1y of the shares so represented may adjourn thi! meeting from time to time, whether or not there is such a quorum. No notice of the time and place 1 if any) of adjourn~c.l meetings need be given except as r~quired by law. The stockholder::. present at a duly organized mecling rmty continu~ to transact business until adjournmenr, not\.\~thstanding the withdrawn! of enough stockholders to leave less than a quorum.

Section 2.6 Y9ting. Gxcept as other.visc provided by the Certifit:t1tc of Incorporation. th~sc Bylaws, applkable Jaw or :my rules or regulations of any stock exchange applicable to the Corporation or its stock, any question or matter brought bd()re tmy nH::eting of stockholder.> (including the election or directors) hall be decided by a majority or the votes cast with respect to such question or maner; provided, thol in the case ofthe election of directors, if, as ofthe tenth (1 0'11

) dny preceding the date the Corporotio·n tirst transmits its notice of meeting for suc.,h meeting to the stockholders of the Corporation. or, at any time thereafter, the number or nominees exceeds the number of directors to be elected (~ "Contested Electio11''). thtl directors shall be de<.ied by the vote of a plurali ty of the votes cast. for purposes of this Sc<.:tion, a majority of the votes cast mca.os that the number or votes cast "for" must exceed the nu mber or votes casl "age~insl . " An abstention or broker non-vote will not count as a vote "lor" or ''against'' the matter or question. Such votes may be casl in person or by proxy but no proxy shall be voted on afh.:r three ycurs fi·om its dntc, unless such proxy provides tor a longe r period. The Hoard or Directors, in its discretion, or the oflicer or lhe Corponuion presiding at a meeting of slo<.:k.holders. i11 his Jiscrction, may require thar any votes cast a1 such meeting shnll be cast by wrin ·n ballot.

Secrion 2. 7 lnspcdors of L~lcctions; . Opening and Closing the Polls.

(A) The Board or Directors by resolution may appoint one or more inspectors, which inspector or inspectors may include individtmls who serve the Corporation in cnher capacities, including, withoUt limitation, as officers. c1.nployces, agents or representatives or the Corponilitm, to ac1 at the meeting and make a written repo11 thereof. One or more persons may be designated as altcma1e inspectors to replace uny inspector who fails to act. lf no inspector or

I RLI' I I I(KJI20 1v..1+WUP-{II" I

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ultt:mate has been appointed lO act. or if all inspectors or alternates who have been appointed are unable to act, at a mel!ting or stockholders. the chairman of the meeting shall appoint one or more inspectors to tlt.: t at UK: mcetiJ)g. Each inspector, before discharging his or her duties. shall take and sign an oath faithfully to execute the duties of inspector with su·ict impartiality and according to the best or his or her nbility. The in~pectors ~hall have the duties prescribed by tlu; G~ncra.J Corporation Law of tbe State ofDe1aware.

( 8 ) The chnirmnn of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of tl1e polls for each matter upon which the stockholders will vote at a meeting.

Sectiou2.8 Notice of Stockholder Business and Nominations.

(A) Annual Meeti ngs. ( l ) Nominations of persons for election to the Board of Directors and the proposal of other business to bt considered by the stockholders mnv be made at an annual m~c.:ting ~Jf stockholders only (a) ptu·su.ani to the Corporation's notice o·{-meeting (or UJl)'

supplement theretO) delivered pursuant to Section 2.4 of these Byhtwl>. (b) by or at the direction of the Board of DircutOrs or any committee t11ereof or (c) by any tockholder of the Corporation who is entitled to vote on s1.11.:h election or such other business at th l;! meeting, who complied \·Vith the notice proce<iures set forth in subparagraphs (2) und (3) of this paragraph (A) or this Bylaw and who was a stockholder of record ot the time such notice is del ivered to the Secretary of the Corporation.

(2) For nominations or other business to be properly brought before an annual meeting by u stockh<,lder, the stockholder must lwve given timdy notice thereof in writing to the Secretary of tht: Corporation. and. in the ca<>e of business other than nominations of persons lor election to the Board of Directors, such other business must be a proper matter for ~Lockholder action. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than ninety (90) days nor more than onl.! hundred twenty (120) days prior to the !irst anniversary of the preceding yeat'1S annual meeting; provided, however, thut in rhc evcr<l thut the dille of the current year's annual meeting is advanced by more than Lwcnty (20) duys. or clt:layed by more than seventy (70) days, from such anniversary d~.tte, notic~ by the stockholder to be timely must be so delivered not earlier than the one hundred twct)tict11 ( 1201h-J..day prior to such current year's annual meeting and not later d1an the clost of busi ness on the lalur or the ninetieth (90111-l.day prior to such annmtl meeting or the tenth .l.lJtJ day fol lowing the d~y on which public announcement of the date or such meeting is first made. Such stOckholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for d cct ion or re-election as a di recwr (j)_all information relating to such person that is requiroo to be disclosed in solicitations of proxies for election of direc tors. or is otherwise required, in each case pursuant to Reg~:~:lation-1 1."• ttAder anct in accordance with Section 14{n) of the Securities Exchange Act of 1934, as amended (th~ ' ·Exchange Act"), ineAA~~and Lhc n1lc:s nnd rel.!ulutions prOtllulgated tJ1crcunder. and (ii) s1,1ch person'~ written consent to being named in the proxy statemcm as a nominee and to serving as a director if elected; (b) as to aJ1y other business that the sto~.:kholder proposes to bring before the meeting. a brief· descri ption of the business desired to b~.: brought before the meeting, the text of U1e propo;;al or bu::;incss (including the text of any resolutions proposed lo r consideration ~cwd, in the event tha[ such business includes u proposul to amend these Bylaws, tile Jangt~agc of the proposed amt:udment), the

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reasons for conducting such business Ht the meeting nnd any material interest in such business of such stockholder and the bt:ncl1clal owner, if any, on whose behalf the proposal is mHtle~ (c) as to lh~ stockholder giving lhc notice and the beneficial owner1 if any, on whose behalf tbe nomination or proposal is mode (i) the name and address of such sto.;kholder. as I bey appear on the Corpomlion·s books. and of such bencficiaJ owner, (i i) thl:' cl<tss or series and number of shan:s of the Corporation \-\ohich are owned beneficially and of record by such stockholder and such bt:nclicial owner, (iii) n description of uny agreement, arrange111cnt or UJ1derstanding with respccl lo rile nominution or proposal between or runong such stockholder nnd such beneficial owner, auy of their respective af[i liatcs or assoc-iates. ami any others acting in concert with any of the foregoing. mcluJing. in the ca~e or n nomination. the nominee. (iv) a description of any agreement. arrangement and/or understand ing (including an)' derivative or short positions, profit interests, options, wan-ants, CQnv~.rtiblc securities. stock appredation or similar ri ght::;, hedging transactions, and borrowed or loaned shares) that has or have been cntere<l into as of the date of the stockholder's notice by, or on behalf of: such stockholder and such beneficial owners. whether or not such instrument or righ1 shull be subject to settlem.:nt in und ·rl v in~ shnres of the Corporation. the cfli.:cl or irn~nt of which is to mitigate loss to, manage risk or benefit of share pJ·ice changes for, or incr"0~1SC or decrease the voting power ot: sucb stockholder and-QL.such beneficial ovmcr, with respect to s-l14Jres-tt!:_gteek-sec:uritie~ t1f the Corporation. (v) a r~prescmation that the slockholdcr is a holder of record of stock of the Corporation entitled to vote Ul such meeting and intends to appear in person or by proxy at the meeting to propose such business or nom ination. Hfltl-l vi) a representation wheU1er the stockholder or the beneficial owner, if uny. intends or is pnrl or a group vvhich intends (A) to deliver a proxy statement and/or form of proxy to holders of' at letlSt rhc percemagc of the Curporation·s outstanding capiUil stock required to approve or adopt lhe proposal or elect the nomine1:! and/or (B) otherwise to solicit proxies from . tockholders in support of such proposal or nomination. and (vii l anY olh~r

information relating to s uch StlK~klwkkr and bl!neficiLtl owner. if any, r~JLLircd to be disclosed in it proxy statamem or oth~:•r fi liQgs required to he made in connection with solicitations of proxies fi.Jr. :lS RJ>pl icalile. the proposal and/or tor th~ election of directors in \:111 ~kction contest pursuant to and in accor~ance widl Section 14(a) of the Exchan(!e Act and the rules and rt!glll tnion~

prumulgntcd thereund~I·

(3) Not withstonding anything in the second sentence of purugraph (A)(2) of this S(;ction 2.8 to the t.:ontrary. in the event U)at the number of direcLOrs to be elected to the Board of Directors of the Corpornrion at the annual meeting is increased effecti ve after the timt period for v.hich nominatinn:; Wt•uld o!hen\·ise be due under RlHl\mll..lAlill~.Qf this=S..r.~~ tion.,M and there is no public announcement Affi-~Yill E~r the nfllninees-foHI-ifeetef-er !:-lpeeif)·ing-~-Y:>t=-the +t~~~ear:t.-1-e~:f).iree-HtFHl'H.ide-by the Corporation nnmi.ng the norninccs for the uddition;.~l tlirectorshi[1S at least one hundr~;;d (100) days p1ior to 1he llrst aunjvcrsary of the preceding yo;:ar"s annual meeting, a stockholder' notice required by this Section 2.H shall also be considered timdy, but only with rc~pcct to nominees for !ffiY--fll>W-f.Jttsit ioA.> cr~ateEI-lTy--sut~ inereas.:the rtddi_tll)l:illGiir9ctorships, if it shall be delivered to the Sccr..;t.ary at the principal executive ofJices of the Corporation not later tl1un the close of bttsincss on the tenth ~'l.day following. the day on "vhich ~ucb public announcement' is firsl made by tht: Corporation.

(B) ~ecial Meetings of Stock.holucr::;. Only such business shall be conducted at a special meeting of stocl<holdcrs as shall have been brought before the meeting pursuant to the Corporation's notice or meeting ~in comP-liance with Artich.: 11, Section 2.4 of these

I RLrt 11001201v.JH{l(H->!Ii-h .l

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Bylaws. ~»ffiflrit'•H~rson::: for eieelioA io lh~ l3om·e of Direclors mav l~m.ae-The . -rrorosal hy stockholders of any busine$S to be conducted a1 a special meeting of stockholders t\t wll i~>fl-(-til'et: lt>rs-at'e-te~~~.fitlafl~ttl-t·4e-{,-*w!~f{Uton!s-+'10t-ree-ef-H·reefi.fl1rl a) by or al th~ ~1en-of'-the-~-e~~~ J'lfO~·iddd t iTaH-R~aar·d-ef.Q~r~<71'S-l:ms- ikllWffl~tl mat-ilireot&~all bt' eleeh:1tl at :;ueh meeting. by a~tea~dl&~~r--{}<Hfle CeFJ3n~lion who it;

enti=tltld tO vole 01~ sueh elc:elilffi-&Hfte.-.meelin~, wll&-eomplies wi~h d'!e uo1iee f>I'Oee<htres se1 ferrh in thi;:; ~eeti(m 2 .8-t!AtkW~-.f.s-<HHoo-k:R~r~eon4-at-=l1-~e-sHeA-t'le'Het> iB delivereti-ta tltl'--=8ec re lnr)' of the C tJ-f'i*H'ti-l~·A»:-h'i--tl~eru-tt1e-Gor-J3ofatien-·t~t~.t#; • u-s~~l:tt-FA~'---i=>-~ ~>ckhelt:k•rs for th~ purpo~ecling one-erm(}t'~aifec-k71'!H~&a::rd ofGir:eetu~)'-5li\!ll

stockholdt'r t?lllitl~t:l lv .,ole in SHch dcei:i-&fH)f.4i-r-eeteFs may R&ffitRtilt! tt ~erson or perseAs{as !~~ ma: bt~}-H:~e~iHn to suC!t-p*ft.ientS=} ilb sp~cifit1d in the CorpnrffiteA!s ~mice &r flle-et i A g. if (he o I Otlk:hitl~lt>H4e-l-i-ve&tt-WI'i H ffi-1\~€-e-sGH+Ft%-'~ft-{h l:l i tlff!ffftfrHf»Hd'lat-woold- l:le required R)' P~"~ftt~lfJft--lv\4~~~¥.0P~e.t;ll·i~m 2.8 if sm·h flOt'fl·i H.ath:H!-W€-re--l-'1'(-lWJhl·~.:......~l;e ~;tod:h..-. lt4~f'-ecltw~;ttt-GntHotal-tneeting.;e ~he Sec~raf:t al rh~ f*i-ne+~a+--t~W-e-eftte5-e:Hl'l~ t~l')3onflioH-mt!-earHcF-tflan-t-he~~ase of lmsiaess en th'=' I 1 01

'1 ear flrior 1e sueh-s~

aOO-i-l&t-la-tef-flta..H~Ias-..'-~~-tHtsttteS=S--eA the .ltitt'F of the 90111 ~FK>r~ue-h-s~ak~ e-r--ffi~-te-Hr~HJ.!i-y-h-)1-hi~tl g=-Hre-\fay-t'\H--w~-~e-&nno~ncemeA-t-i~(.H:st-mml~ttHftt~~ ~ktl-!lret:t+t~f;=-Effi~he-m.Hlttn~t:m3f)!.*it:EI lJy rhe f:looffH7f-Difeotom to ht! ~lt"c ted at s~el~ ~~ng.m::J\' h..: mu<,I_L~~_nlv pursuan t to and ill curnplioJlcc with Section ~.::'.of Lhcsc Bvl&ws.

(C) GeneraL ( I ) A stock.holdt>r providing notice of a proposed nomination for election to thl! Bomd or oth..;r business proposed to be brought before a meeting (whether given pursuant to paragraph (.A)(2) or paragruph (13) of this Section 2.8) shall update nnd supplement such notice from tjme tv time to the ext~nt necessary so that tl1c information provided or required to be provided in such notice shall he true and correct as of the re.cord date for the meeting aud ns of the date that is &lifteen (15) days prior to the meeting or uny adjournment or postponement thet·eof; such updutc and supplement shall be delivered in \vriting to tbe Secrctm·y at the principal cx~:culiw o!li ~;l:s of the Corporation not btter tlH~n S- ftw (5Ldays after the record date for the meeting (in the cnse of any update ami supplement required to be made as of the record date), and not later thun I G · tell ( J 0} days prior to the date for the meeting or any adjournment or postp{)nement thereof (in the case of any update and supplement required to be made as of·~ ti I\'8,'J1 ( 15) days prior to the rnect ing or any adjo\.l rnment or postponement thcrec>f).

P-1CJJ 'll1e Corporation tmty require any proposed nomin~:e for election to the Board of Din;ctors to ftnn ish Sllch oth r infonnation as it may reasonably require to determine the eligibility or SLlch proposed nominee to serve as a director of the Corporation.

E31Ql_Only such persons who are nomi nated in accordance with the procedures set forth in this Section 2.8 shall be eligible to be elected at aA:-itfltHml ur speeiAI n meeting of stclckholders of the Corporation to s<.:rvc as directors and only Sttch business .shall be conducted ut u meeting. of sto~:kholdcrs as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.8. Except as O\hcrwise provided by luw, 'lhe chairmun or the meeting shall have the pov·.:er and duly (a) to determine whether a nomination or any business proposed to be brou~ht bcJorc tllc meeting was made or proposed. as the case mav b<;,

in accordance witl1 the procedures set forth in thls Section 2.R atlth{including whelher th.: ?lOCkhold.:r or bend'icitt! owner. if am·. on whose bd1al r rhc nomination or proposal is made or solicited (OJ is pprt of a group \\.hich sol icit~d) or did nut su soH cit, a~ th~ ~~..:;e mav b~. proxies or

I Rl Fl I HKt l 201v. J.I--II!O~J(H*-'

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votes in supnor1 of such stockholder's nominee or proposal in <.:ompliaucc with such srockholder's rcpres.£Jlt.:.!Jion ~required by clause (A)C2)(c)(vi) of this Section 2.8) and (b) if any proposed nomination or business is-was not made or pJ:Qposcgjn cumpli<mce with this Section 2.8, w declare thal 8uch ~ti-ve-nomination shall be disregarded or that such proposed business shall not be transacted. Notwithst-anding the foregoing provisioru; of this Section 2.8. unless othcrv.isc required by !aw. if the stockholder (or a quulilicd representative of the stockholder) do..:s not app~ar at the annual or special meeling of stockholders of the Corporation to present a nomination or proposed business. such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding tJmt proxies in respect or such vote may have be~n received by the Corporution. For purposes of thls Section 2.8, tu be considered a quali fied representative of thu stockholuert u person must be a duly authorized olliccr, mnnag,er or partner of such stockholder or must be authori7.ed by a writing executed by such stockholder or an electronic transmission ddivcrL:d by such stockholder to act for such ~lockholdcr as proxy at the mt!eting of stockholders and such person must produce such \vriting or electronic transmission, or a reliable reproduction uf the writing. or electronic transmission, at the meeting of stockholders.

(41(3) For purposes of thi s Section 2.8, "public announcement" shall mean disclosw·e in a press release reported by the Dow Jones News Ser.'ic~. Associated Press or comparable national news service or in a document publicly filed or furnished by the Corporation with the Securities and Exchange Commiss ion purs~tam lo Stclion 13, 14 or 15ld) or the Exchange /\cl £tnt! lht rules and r~uu la tions QI'Q!!l.Ylgclled then..:umkr.

f;'BL!LFor purposes of this Bylaw, no adjournment or postponement or notice of ndjoummcnt or postponement of any meeting shall be det:med to consti1u1e a new notice of such meeting for purpose~ or this Section 2.8, and in order fo r any notification required to be delivered by a stockholder pursuant to this Section 2.8 to be timely, such noli fication musr be del ivered \.vithin t.hc periods set forth above with resp~ct to the originally scheduled mcei ing.

({,-)(5) Notwithstanding the foregoing provisions ofth.is Section 2.8, n stockholder shall also comply with all applicable requirements of the Exchange Act and the ruJes and r~:gulat ions prornuiQated there\mder with respect to the matters set forth in this Section 2.8 and in St::diL)Il 2.~ (as :.~pruic,\t!J.gj; provided however, ·that any references in these 13yluws to the Exchange Act or the rules and rcl!ulations promulgared thercunt.ler ure nM inrcnded to and shall not limit any requirements <tpplicable to nominations or proposals as to any other business to b:: considere.d pursuant to this Section 2.8 (including puragrapbs (/\)( I )(c) it00~7-ln:rcof) nnd Seclion 2.2 (as applkAhle), and compliance with pa-ragmphs (A)( I )(c) ttn€1~~fthis Seetion 2.8 and Sec·.uon 2.:?. (as •mrhcable) shall b~: the exclusive means for a stockholder to muke nominations or submit other business. Nothing in this Section 2.8 or in Section 2.2 shall apply to the right, if uny, of the holders of ::my series of Preferred Siock (as dd!ned in the Certificate of Incorporation of the Corporation) to dcct directors pursuam to any applieahle provisions of the Ccrtifi~..:atc of Incorporation of t.bc Corpora1ion.

i\RT1CLE 1li BOARD OF DIRECTORS

Section J . l General Powers. The business and affairs of the: CQrporation shall be

I Rt.rl I IOOI201v.JI~~H-h,-.

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managed by or \mdcr the dirc~.aion of its 13oa.nl of Directors. In addition 1.0 the powers and authorities by these Bylaws expressly conferred upon them, the Buard of Directors rnay exercise all such puwc.:rs or the Corporation and do all such lawful actS and things as are not by law or by the Certilkatc of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

Section 3.2 Number. Tenure and Qualifications. Subject to the rights of the holders of cmy series of Preferred Stock to elect udditioou1 dirct:tors under specified circumstances. the number ol· dir-ecrors shall be fL-..;cd from time 101 im~:: exclusively pursuant to a resolution adopted by Board of Directors. A director of the Corporation shall be clecLed to hold oflice until the expiration or the term for which Sllch person is elec1ed and until such person's successor shall be duly elected and 4ualificd, or until such director's earlier death. resignation, retirement, disqualification or remov"l. Commencing a'l the- annual meeting or stockholders that is scheduli.!d to be held in calendar year 2014 (the ''20 I 4 AlmlJal Meeting"), the dl rectors oflhe Corpor<ttion shall be elected annually for terms of one year. except that nny director in office at the 20 14 Anm~al Meeting whose term t:xpites at the annual meeting of stock holders scheduled to be held in caJ~nJar year 201 S or calendar year 20 16, shall continue to hold otrice until the end or the tem1 for ""'hich such director was elected and unlil such director's successor shall have been elected or qualified, or until such director's earlier death. res!gnation. retirement. disquali lication or removal.

Section 3.3 Re!!.ulnr Meetings. A meeting of tht: Board of Directors shall be held without other notic<.:: than 1his Bylaw immediately prior to or after, and at the same place (i f any) as, each annual meeting of stod<holdcrs. If the annual meetfng of stockholders is not held at a place, SllCh

meeting of the 13oard of Directors may be held by teleconference or at such plac~ as may be detennin~ by reso lution or the Board of DirectOrs, notice of \Vhich shall lJe provided in accordance with Section 3.5 ofthese Byluws. The Board of Directors may, by resolution, provide the time :md plucc fc>r t he holding of atld it ional regular meetings witltout otheJ" notice than such resolution.

Section 3.4 Specinl Meetim~s. Special mcdings of the Board of Directors shall b\! called at the request or the Chairman of the Board, the President or a majority of the Board of Directors. ·rhe person or persons authorized to cull spcciaJ meeLings of the Boarc.l of Directors may fix the pl a~.:c i.md lime of tJ1e meetings.

Section 3.5 Notice. Notice of ony special meeting shaJl be given to each di rector at his bu~iness or residence in wriLing or by telephone or facsimi le or electronic communication. If mai led, such not.icc shall be deemed adequately deli vered when deposited in tJ1c Uni1ed States mails so addr~sst:d. with postage thereon prepaid, at least three days bc.:forc such meeting, If by telephone. facsim ile or electmnic communication, 1he notice shall be given at least twenty-four hours prior tO the time set for the weeting. Neither the business to be transacted at, nor the purpo:ic of. any regular or special meeting of the Board uf Directors need be specified in the notice of such meeting. except lor amendments to these Bylaws, as provided under Section 7 .I of Article VII hereM. A meeting may be held at any time without notice if uiJ the directors are presem or if those not present waive notice of the meeting in writing, either before or utter such meeting.

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Section 3.6 Quorum. A majority or the Board of Directors shall constitute a quorum for tht transaction of bnsiness, but if at any meeting of the Board of Directors there shall be less than n quorum present. a majority of the dircc:Lors present may adjourn the meetjng from time to time without further notice. Th~ act of the majority of the directors present at a meeting al whid1 a quorum is present shall bl· rhc act of the Board of Directors. The directors present at a duly organized meeting may contiJluc Lo trnnsact business until adjournment. notwithstanding the wi tbdrawul of enough directors to leave less than a quorum.

Section 3. 7 New I v Creatt:d Directorships and Vacancies. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any vacancy in the Board of Directors resulting from thl· death, resignation, retirement, disqualification or temoval of any director. or any newly created din.:ctorship resulting from an increase in the authorized number of directors, shall be fi ll t.:d c~xcJus ively by a majority of the directors then in office, although less than a quorum. or by o sole remaining director. No decrease in the number of a1.1thori~ed directors constituting the Board of Directors shall shorten the term of any incumbent director.

Sectit)n 3.8 Executive and Other Committees. The Board of Directors may. by resolution adopted by ::• mttjority of the Board of Dirl!ctors. designate an Executivl! Committee to exerc i s~:.

subject to applicable provisions of law. all or p eil't of the powers of the Board or Din:ctors in the managemt!nt of th\! business and affairs of the Corporation when the Bourd of Directors is not in session, including without limitation the pO\\·cr to declare dividends and to authorize the issunnce of tht! Corporation's t.:~p i tnl stock, and may, by reso lution simi larly adopted, designate one or more other commillecs. The Executive Committe..: and l!ach such other committee shall consist of two or more directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee. who may replace any absent or disqualified n']ember at any meeting of the committee. Any such commillee may, to the extent p('rmincd hy law, cxercis~ such powers and sh:.tl l huvc SLICb responsibilities us shall be spccilled in the designat ing re-so lution. In the absem:c or disqual itication of any member of such committee or wmmittccs, the memb~r or members thereof present nt any meeting and not disqualified from voting, whether 0r not coru;tituting a quorum, m ay unanimously appoint nnothcr member of the Board or Directors to Hct til the meeting in the place of any such ubscm or disqualified member. Each commillcc slwll keep written minutes of its procec.:di.ngs and shall report such pN.)ceedings to the I3oaru of' Directors when re.quircd.

A majority of any committee may dctermj ne its action and fix the time and place of its meetings, unless the Hoard of Directors shall otherwise provide. Notice of sttch meetings shall be given Lo each member of the committee in the manner provided for in Se<.~tion 3.5 of these Bylaws. The l3oard or Directors shaJI have power at any time to fill vacancies in, to change the membership uf. or to disso lve any such committee. Except as othe1wise provided by law, the presence of a majority of thl! then appointed members of n committee shall tonst itute u quorum for the transaction of business by that coOJ mittee, and in every case where u quorum is present the allinnativc vote or a majority of the members of the committee present shal l be the act or the committee.

RI J' l 1100120h 31-l4Jo)E}{Ih·· l

ARTICLE IV orrrcERs

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Section 4.1 Elected Officers. The elected oftic.ers of the Corporation shall be (l President, a Secretary, a Treasurer. and such other ollicers as the Hottrd of Directors from time to ti me may deem proper, including one or more vice presidents. assistant treasurers and assistant secretari~s. ln addition, the Board of Directors at any rime and from time to time may elect a Chairman of the Board from among its rn(·mbcrs. A dire<.1or serving as Chairman (If tht.: Board may be, but need not be, an ch:cted offictr. All officers chosen by ihe Board of Directors shull each have such powers and duties as from time to time may be conferred by the Board of IJirectors.

S~:ct ion 4.2 l ~ lcl:tion and Term of' Qllicc. T he elected ollicers of the Corporation shal l be clcct<.;d annuall y by the Board of Directors at the regular meeting of the Board of Directors held immediately pnor to or after each annual mucring of the stockholders. lf the election of officers shall not be held at such meeting such clcctjon shall be held as soon thereafter as convenient. Sllbject to Section 4.5 ofthesc By-l..<aws. l!nch officer shall hold office Lu1til his successor shall have been dul y elected and shall have qualified or until his death or until h~ shall resign.

Section 4.3 Secretary. The Secretary shall give, or cause lo be given, notice of all meetings of stockholdt!rs ::~nd Directors o.nd all other notices required by Jaw or by these Dylaws. nnd in cusl! of his or her absc.:ncc or refusal or neglect so to do, an)' such notice may be given by any person thcrcumo dircct~.-'<.1 by the Chainnan of the Board or the President. or by the Board of Directors, upon whu:se reqlH:st t he nH.-eting is call<:d as provided in these Bylaws. The Secretary shall record all the proceedings of Lhe mcdings of the Board of Director~. any commitiel!s thtm.:of and the stockholders of the Corporal ion in n book to be kept for that purpose, and shall perform such other duties ~ may be assigned to him or her by the Board of Directors. the Chairman of the Board or the President. The Secretary shall have the custody of the seal or the Corporation and see th<o~t lhc same is affixed to all instruments requiring it.

Section 4.4 Treasurer. The Treasurer shall have the custody of the corpomte funds and scculitics and shnll keep fu ll and nccurnte account of receipts and disbursem~nts in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuCJbles in tJ1e n<~mc and lo the credit of the Corporation in the depository or depositaries of the Corporation. The Treasurer shall disbllrsc the funds of the Corporation, taking proper vouchers for such disburs~ments. The Tn.:asurcr ~haJ I render to the Chairman of the Board, the Prusitknl and the Board of Directors, whenever requested, an accOLint ofaJI his transactions as Treasurer and ofthc iinanci<~l ~.:undition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for the faithful discharge of his duties in such runount and with such surety o.s the Board of Directors shall prescribe.

Section 4.5 lh:moval. Any ofticer elected by the Board of Directors may be removed by a majority of thl' Board of Di rectors, with or witboul cause, whenever, in their judgment. the best interests of Lhc Corporation would be served !hereby. No elected ullit:~:r shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of th~ election of his successor, his death, his resignation or hi s rewovaJ, whichever event shall li rsr occw, except as otht:1wisc provided in an employment conlracl or under an employee deferred compcnsntioJ1 plan.

Section 4.6 Vacancies. 1\ newly cn:uted oflice and a vacancy in any oOicc because or death, resignation, or removal may be filled by 1he Board of Directors for the unexpired portion

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of the term nt any meeting of1hc Board of Directors.

ARTICLE V STOC'K CERTIFICATES AND TRANSFERS

Sc..:ction 5.1 Form. The shares of the Corpomtion shall be represented hy ccrtitlcates, provideJ that the Board of Directors may provide by resolution or r~so lt11jons that some or ull or any or all classes or series of ~;tock shal l be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate umil snch certificate is surrendered to the Corpomtion. Every holdt!r of stock represented by certificates shall be entitled to have u certificate stgned by or in the name of the Corporation by the Chairman of the Board of lJircctors, if any, or the President or il vice president, and by the Treasurer or un assistant treasurer, or the Secretary or an assistant secretary, or the Corporation certifying th t.l number or shares own~d by su~;h holder in the Corporation. Any of or all the signatures on the certilicate may be a facsimile. In casl· uny officer. transfer agent or registrar who has signed or whose facs imile signatur~ has been placed upon :::1 certificate shall have c~;ased to be such officer, transfer ag~nt , or registrar bt:fore su~h certilicate is issued, it may be issued by the Corporation with the same effect n.'i if' such person were such officer. transfer agent, or registrar at the date or issue.

ARTICLE VI MISCELLANEOUS PROVISIONS

Section 6.1 Fiscal Year. Tiu; Jisca l year of lhe Corporation shall be fixed by the Doard of Directors.

Sectit>n 6.2 Di vidcnds. The Board of Dircct1>.t1> may trom time to time declare. aHd the Corporation may pay, dividends on its outstanding shares in the manner and upt>n the terms and t~mditions provided by lilw and its Cenilicate of Incorporation.

Section 6.3 Seal. The corporate seal shall be in :such form as the Board of Directors sha ll prescribe.

Section 6.4 Waiver of Notice. Wh~nevcr any notice is required to be given to any stockholder or ilircctor of the Corporation under the provisions of the General Corporntion Law of the State of Delaware. n waiver thereof in wd1ing, signed by the person or persons entitled to such notice. whether bdbre or after the time stated therein, shall be deemed equivalent to the giving of suc:h notice. Nciiher the business to be tnmsHctcd at, nor the purpose oC, any an nual or special m~ct ing ot' th~ stockholders or the Board of Directors need be spt!cilied in any waiver of notice of such meeting.

Section 0.5 Audit~. The accounts, books and records of the Corporation shall bt: audited upon the condusjon uf coch Dscal year by an independent certified public accountant, and it shall be the duty of the 11oard of Directors to catJsJ;! such audit to be made annually .

Section 6.6 Resignations. Any director or any otlicer, whetb~,;r elected or appointed, may resign nt nny time by se!'Ving written notice of such resignation on the Chairman of the Board, the P1·esident or tbe Secret~ry, and such resignation shall be deemed to be effective as of the:

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close of business on the date said notice is received hy the Chairman of the f3oard, the President. or the Secretary, unl~ss otherwise specified in said notice. No formal action shall be required of the Board of Directors l>r tht! stockholders to ma:ke any stloh resignation effec1ivc.

Sct:Lion 6.7 Indemnification and lnstrrancc. (A) Each person who was or is made a p11rty or is threatened tu be made 3 party to or is involved in any action. suit, or proceeding. whether civi l, criminal, administrative or invcstigi:itive (hereinafter a "proceeding"), by n:m;on of the fud that he nr she or a person of whom h0 or sht: is the legnJ representative is or wus ~~ director or omcer of the Corporation or, while serving as n director or officer of the Corporation, is or was serving at the request or the Corpormion as a director. oflicer. employee or agent of another corporation or of a pa11nership, joint venture, 1rust or other enterprise, including service wi th respect to employee b~ncfit plans, shall be imk rnnified and held harmless by the Corporation to the fullest extent authorized by the Gcnerul Corporation Law of the State of Delaware as th~ same exisL<; or may hereafter bt! umumh.:d, against all t:xpense, liability and Joss (including. without limitation. attorney~· lees, judgments, ftnes, penalties and amounts paid or to be paid in selllcment) rt!usonably incurred or suffered by such person in connection then!\\~th and such indemni li-..:atiou shall continue as to a person who has ceased robe a director or officer and shull inure to the benefit of bis or her heirs, executors {tnd Administrnrors: provided. however, tlHtt except as provided In paragraph (B) of this Section 6.7 ofthis Bylaw with respect to proceedings seeking to enforce right'S to indemnification, the Corporation shall indemnity any such p~rson seeking indemnification in connection wilh a proceeding (or pan therco.l) initiated h)' such person on ly if such proceeding (or p~l.li th~.:rcot) wns authorized in the first instance by the Board or Directors of the Corporation.

(B) If a claim umler paragraph (A) of this Section6.7 of this Bylaw is not paid in full by the Corporation with in thirty days allcr a wri tten claim has been received by the Corporation. the claimant may ut an.y time thereafter (but not bef-ore) bring ~uil against the Corpomtion to recover lht: Lmpnid aunount of the claim and, if succeS$ful in whole or in part, the claimant shall be entitled to be paid also the ex pens<.· of prost.-cut ing such cluim to the fullest extent pcnni tted hy law. It shall be a defense to uny such action (other than an action brought to enforce n claim tor expc11ses incurred in defending any proceeding in advMce of its fina l disposition where the requit·ed undcrLaking, if nny is required, has been tendered to the Corporation) that the cluimnm has not mt!t the standards of conduct which make it permissible under the Gt'ncr<JI Corporation Law of the Stale:: llf Delaware for the Corporation to indemnity the claimant for the amount daimcd, but the burden of proving such dctcnse shall be on the Corporation. Neither the failure of the Corporation (including its Board or JJ1recLors. any committee of the Board of Directors. independent legal counsel ur stockholders) to have made a determination prior to the conmicncement of such action that indemnification of the claimant is proper in the circlllnstanccs because he or sh~ h<1s met the applicable standard of conduct set forth m the GenemJ Corporation Law of 1he State of Delaware, nor an actual determination by the Corporation (including its Board of Dirc~;tors, any committee of the Board of Directors, independent l!o!gal cow1Sel or stockholders) rhat the claimant has not met such applicable stand,u·d of ~.:onduct, shall be a dcl'ensc to the ocllon or create a presumption that the claimanl has n01 mel the applicable swndard of conducl.

(C) The right to inde.rnnification and the payment of expenses incw-retl in defending a proceeding in Gtdvancc or its linal disposition conferred in this Bylaw shalt not be t:xdusivc of

I 1<1.1'1 I 1001;!011• II IHIH)II~\' I

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any oth~r right which any person may have or her~ufter acquiru under a.ny statute, provision of the Certificate or Incorporation, Bylaws, agrcen1Cn1, VO(<:: of stockholders or disinterested directors or otherwise.

([)) The Corponltion may maintain insurance, at its expense, to protect itself and any director, oft'iccr, employee or agent of the Corporation or nnother corporation, partnership, joint veoture. trust or other enterprise against w1y expense, liability or loss. whether or not the Corporatio11 would lwvc the power to indemnify such person against such expense, liability or loss under the General Corporation Law ofthe State of Delaware.

(E) The Corporation may. to the extent authori7.ed from time to time b)l the BoMd of Directors, grant rights to indemnification, and rights 10 be paid by the Corporation the expenses incun-cd in defending any proceeding in Hdva.nce of its linaJ disposition. to any employee or agent of t11e Corporation to the fullest extent of fhc provisions of this Bylaw with respect to the indcmnilication nnd advancement of expenses of directors and officers oftl1e Corporation.

(F) The right to indemnification conferred in ~his Byl<iw on t·he persons entitled thereto shal l be a contract right and shall indude lbe right to be paid by the Corporation ~he ~:xpcnses incurred in def..:nding any such proceeding in advance of its linal disposition; provided. however. that if the General Curporaticm Law or the State of Dt:hnvarc requires the payment or such expenses incurred by a director or officer in his or her capacity as a director or ofticcr (and not in any other capadty in which service was or is rendered by such person "vhill' a director or officer. including, without limitation. service to an employee benet1t plan) in advance of the final dil:ipo:;;ilion of a p1 oceeding, such advancement shall be made only upon delivery to the Corpor::~tion of nn undertaking by or on bd~~:ll f of such director or officer. to repny nil amottms so advan<.:ctl if it shull ultimately be dctcnnined that such director or oflicer is not entitled to be indemni llt:d under this Bylaw or otherwise.

(0) For the avoic.lunvc of doubt, claimant's right to indemnification and advunccment of I.!Xpcnses provided tmder this Article Vl shall (i) Vl"St at the time that such claimant becomes u director or officer or tbe Corporation or at the time such claimant becomes a director, offlcer, employee or agent of another corporation or of a partnership, joint venture. uust or other enterprise. including l>Crvice with rcspct·t to employee benefit plans, at the request of tho.! Corporation and (ii) continue as to the clrumant even tJwugh he may have ceased to be a director or officer uf'the Co1 porntion.

(I I) Any Llmendment ur modification of these Bylaws nffecting a claimant's right lO

indemrulication or the advancement or expenses provided under this Article VI shall nol alter the claimant's right to indemnification or the advancement of expenses with respect to such cluirnunt's conduct prio!· 10 the <trncndmem or modificati on. without the express writteu consent or such claimant.

ARTICLE VII AMENDMENTS

Section 7. I luncndments. Except as otherwise provided by the Certificate of .Incorporation or applicable law, these Bylaws may be altered, amended, rescinded or repealed in

I RLI'I I IW1 20 1v 31-l \111-1~1'-1-

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whole or in part, or new Bylaws may be adopted by (i) the affirmative vote of a majori ty of the Board of Directors or (ii) the holders of a majority in voting power of the outstanding capital stock of the Corporation, provided that, in the e<:~sc of any such amendment by the stockJ1olders, notice of the proposed change \vas given in the notice of the meeting of stockho lders.

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AJ\Illt NDED AND RESTATED BYLAWS OF

L-3 CO)!M{J~ICATIONS HOLDINGS, INC. (bcr~inaflcr ~.:alled the "Corporation")

Dal(;ltl , __

Incorporated under the I .aws of the State of Delaware

2.2 Special Meetings.

ARTICLE II S'fOCKJ fOLDERS

(A) Special meetings of the sto<.:kbolders of the Corporation (i) may be called by the Chairman of the Hoard, if there be one, or the President, (ii) shall be called by the Chairma11 of the Board or the President at the request in writing of a majority of1he Board of Directors, nnd (iii) shall be called by the Secretary upon the written request of one or more Proposing Pcrson(s) (as defined below) who have Net Long Beneficial Ownership (as defined below) of at least twenty-li ve percent (25%) of the outstanding shares of common stock of the Corpo•·ation (the "Requisite Percentage") at the time such spcc1al meeting request is validly delivered to the Secretary (U1c "Deliver)' Dale"), subjet.:l to and in compliance with this s~ction 2.2 and, to the extent applicable to special meetings or stockholders, Section 2.8. Compl iance by the Proposing Person(s) with the requirements of tJ1is Section 2.2, Sr..:ction 2.8, to the extent etpplicablc to special meetings of stot.:.kholdcrs, and related provisions of these Bylaws shall be determined in good faith by the Board of Directors, which determination shall be binding on the Corporation and itc; stockholders.

Tbe tenn '<"Ner Long Bt:ncficial Ownership" (und its correlative terms), when used to dest.:ribc the nature of a Proposing Person's ownership of common stock of the Corporation, shall mean those shares of common stot.:k of the Corporation as to which the Proposing Person in question possesses: (i) the sole power to vote or direct the voting of, (ii) the sole economic incidents or ownership (including the sole l'ight to profits and the sole risk of loss), and (iii) the sole power to dispose of or direct lhc disposition of. The number of shares calculated in accordanc~ with clauses (i), (i i) and (iii) shall not include any shares that, directly or indirectly, und~.:rHc any "deri vative security" (as such tcnn is defined in Rule 16a-1 (c) under the Exchange A~.:t (as de·fined below)) that constitutes a ''call equivalent position" (as such term is defined in Rule l6a-l (b) under the Exchange Act) and that is, directly or indirectly, held or maintained by a Proposing Person with respect to any shares of any class or series of shares of the Corporation.

"Proposing Pt.:r.:mn" shall mean the holder of record of common stock of the Corporation submitting a special meeting request and the bcnefidaJ ow11er of common stock, if any, on whose behalf such request is made; provided, however, that, with respect to me infonnational requirements of Section 2.2(8), if the record holder of such common stock is making the Special Meeting Requ~sl on behalf of the beneficial owner of such common stock, !he term "Proposing Person'' shall be deemed to refer solely to such beneficial owner.

(B) In order for a special meeting to b~.: called upon stockholder request (a "Stockholder Requested Special Meeting'1), one or more requests for a special meeting in the form required by

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this Section 2.2 must be signed by Proposing Person(s) holding the Requisite Percentage and be delivered tu the Secretary at the principal executive offices of the Corporation by registered mai l, retwn receipt requested. Such request(s) shall: (i) set forth a statement of the specific purpose or purposes of lhe meeting and Lhe matters proposed to be acted on ut sucll ~pt::d<tl meeting; (ii) bear the date of ~ignalure of l.!ach such Proposing Person signing the request; (iii) set forth (a) the name and addr~ss of each Proposing Person signing such requ~;~s t , (b) the class and the number of shares of common stock of t11e Corporation which are owned beneficially and of record by such Proposing Person, (c) the class and number of shares of cupi tal stock of the Corporation representing such Proposing Person's Ner Long Beneficial Ownenship, including a description of all secLtritics or other instruments relating thereto; and (d) a ceJ1i fication that the Proposing Person satisfies the Net Long Beneficial Ownership requirement of these Hyluws; (iv) contain the information required by Section 2.8 of these Bylaws as if incorporated in this Section 2.2; (v) contain a representation that the Proposing Person intends to hold the shares of common stock of the Corporation described in clause (iii) of this Section 2.2(B) through the date of the Stockholder Requested Speciul Meeting; and (vi) contain an acknowledgement by such Propo~ing Person that any reducHon in such stockholder's Net I .ong Beneficial Ownership wi th respect lo which the special meeting request relates following the Delivery Date shall constitute a revocation of s tlCh rcqncst to the extent of such reduction. Any Proposing Person may revoke a request for a Stockholdur Requested Special Meeting at any time by written revocation delivered to the Secretary at th~.: principal executive offices of the Corporation. If, fol lowing any such revocation (or any deemed revocation hereunder), at any lime before the date of the Stockholder Requested Special ..Y1ceting, the rt!maining requests are fi·om Proposing Person(s) holding in the aggregate lt!ss Lhan the Requisite Percentage, the Board of Directors, in its discretion, shal l cancel the Stockholder Requested Special Meeting.

(C) Notwithstanding the foregoing, the Secretary sball not be required lo call a Stockholder Requested SpeciaJ Meeting if: (i) the Board of Directors has called or calls an annual or special meeting or stockholders to be held not later than one hundred twenty (120) days after the Delivery D~te at which an identical or substantially similar item (a "Similar ![em" and, for purposes of this clause (C)~ the removal of directors shall be deemed a "Similar Item" with respect to all items of business involving the eJection or removaJ of directors) io IJ1at included in such request will be presented; or (i i) the special meeting request (a) is received by the Secretary during the period commencing ninety (90) days prior to the first ao.nivcrsruy of the date of the immediately preceding annual meeting and ending on the date of the next ammal meeting; (b) co~a Similar Item to an item that W11S presented at any meeting of stockholders held within on~rior to the Delivery Date; (c) relates to an item of business that is not a proper subj<..:cl lor action by Hte stockholders of the Corporation under applicable law; (d) was mac.Je in a maoner that involved a violation of Rt;gulation 14A under the Exchange Aut or other <~pp l icab le Jaw; or (e) does not comply with the provisions of this Section 2.2 or, to the extent applicable, Section 2.8.

(D) Any special mectj:1g of stockholders, including any Stockholder Requested Special Moetiug, shall be held at such date, time and place, if any, as may be fixed by the Board of Directors in accordance with these Bylaws nnd in compliunce with applicable law; provided that a Slock.holder Requested Special Meeting shall be held wi thin one hundred twenty (120) days after 1he Delivery Date.

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(E) Any lJroposing Person who delivered a valid special meeting req,Jest shall furthet update and supplement such request, if necessary, so that the information provided or required to be provided in such request shall be 1rue and con·ect: (i) as of the record date for notice of the Stockholder Requested Special Meeting, and (ii) as ofthe date that is fifteen (15) days prior to the Stockholder Requested Special Meeting or any adjourrunent or postponement thereot: and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five (5) days after the record date for lhe Stockholder Requested Special Meeting (in the case of the update and supplement required to be made as of the record dale), ilrtd not later than ten (1 0) days prior to the date for the Stockholder Requested Special Meeting or, if practical, any adjournmenr or postponement thereof (and, if not practicable, on the Iirsl practicable date prior to the date tO which the Stockholder Requested Special Meeting has been adjoumed or postponed) (in the c~e of the update and supplement required to be made as of fifteen (15) days prior to the Slockholder Reqt1ested Special Meeting or any adjournment or postponement thereof).

(r) Busin~ss transacted at any Stockholder Requested Special Meeting shall be limited to the purpose(s) stalt.:d in the special J\'lccting request; provided, however, that nothing herein shaJI prohibit the Board of Directors from submitting matters to a vote of lhe stockholders at any Stockholder Requested Special Meeting.

Section 2.8 Notice of Stockholder Business and Nominations.

(A) Annual Meetings. (1) Nominations of persons for election to the Board of Directors and the proposal of olhe1 business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pur!Suant to the Corporation's notice of meeting (or any supplement t.herclO) delivered pursuant to Section 2.4 of these Bylaws, (b) by or at the direction of the Uoard of Directors or nny committee lhereof or (c) by any stockholder of the Corporation who is entitled to vote on such election or such other busine~s at the meeting, who complied with the notice procedures set forth in subparagraphs (2) and (3) of this paragntph (A) of this Bylaw and who was a stockholder of record at the time such notice is delivered lo Lhc Secretary of the Corporation.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder, the ~:;tockJlOidcr must have given timely notice thereof in writing to the St:crctary of the Corporation, anc.l, in lhc case of business other than nominations of persons for election to Ute Board of Directors, such other business must be a pi'Opct· matler for stockholder action. To he timely, a stockholder's notice shall be delivered to lhc Secretary at the principal t:xccutive offices of the Corporation not less than ninety (90) d r more than one hundred twenty ( 120) days prior to the firs t ann iversary of the pre din year' an nual meeting; provided. however, that in the event Lhal the date of the curren ·ear'n nnu meeting is advanced by more than twenty (20) days, or delayed by more than seventy (70) days, from such rumiversary dale, notice by the stockholder fo be timely must so ddivcred not earlier than the one hundred twentieth (l20ch) t..lay pJior to such curren ear's annual meeting and not later thfl!l the close of business on the later of the ninetieth (90t11

) ay prior to such annual meeting or t.hc tenth (1 0'1) day following [he day on which public announcement of the date of such meeting is first made. Such s tockholder·~ notice shall sel forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director (i) all informotion relating to such person that is

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required to be disclosed in solicitations of proxies for election of djrectors, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, and (ii) such person's written consent to being named in the proxy statement as~ nominee and to serving as a director jf elected; (b) as to any other business that the stockholder proposes to bring before th~ me~ting, a brief description of Lhc business desired to be brought before the meeting, the 1cxl of the proposal or business (including the text of any resolutions proposed for consideration and, jn the event that such business includes a proposal to amend these Bylaws, the language of the p1·oposed amendment), 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; (c) as to the stockholder giving the notice and the beneficial o\·vner, if any, on whose behalfthe nomimttion or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owuer, (li) the class or series and number of shares of the.: Corporation which are owned beneficially and of record by such stockholder and such bendicial owner~ (iii) a description of any agreement, ammgement or tmderstanding with respect to the nomination or proposal between or among such stockholder and s-uch beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of tht: fort:going, including. in the case of a nominati on, the nominee. (iv) ~l description of any agreement, arrangement and/or understanding (inch1ding any derivative or short posWons, profit interei>1s, options, warrants, convertible securities, stock appreciaLion or similar rights, hedging transactions, and borrowed or loaned shares) that has or have been entc1-ed into as oftbe date ofthe stockholder's notice by, or on behalf of~ such stockholder and such beneficial owners, wh~lher or not such instrumenl or right shall be subject to settlement in underlying shares of the Corporation, the effect or inttmt of which is lo mitigate loss to, manage risk or benefit of share price changes for, or increast or decrease the voting power of, such stockholder or such ben~Iicial owner, witi1 respect to securities of Lhe Corpot·ation, (v) a representation thnt the stockholder is a holder of record of stock of th~ Corpon1tion entitled to vote at such meeting tll1d i·ntends Lo appear in person or by prmcy at the meeting to propose such business or nomination, (vi) a n:presentation whether the stockholder or tJte beneficial owner, if any, io1ends or is part of 1:1 group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of lhe Corporation's outstanding capital stock required lO approve or adopt d1e proposal or elect the nominee and/or (B) otherwise to solicit proxies :fi:om stockholders in support of such proposal or nomination, nnd (vii) any other informat ion relating to such stockholder and beneficial owner, if any, requiJed to be disclosed in a proxy S1atement or other filings required to be:: made in connection \'lith solicitations of proxies for, as applicable, Lhe proposal and/or for the clcclion of directors in nn election contest pursuant to and in accordance with Section 14( a) of the Exchange Acl and the rules and regulations promulgated thereunder.

(J) Notwithshmding anything in the second sentence of paragraph (A)(2) of U1is Section 2.8 to the conlTary, in the event that the munber of directors to be elected to the Board of Directors of the Corporation ttt the annual meeting is increased effective aflcr the time period for v-:hich nominations would otherwise be due under paragraph (A)(2) ofthis Section 2.8 and there is no public annotmccment by the Corporation naming the nominees for ~he a.d~itio directorships at least one hundred (1 00) days prior to tbt! tirst anniversary of the preccdin ear's annual meeting, a stockholder's notice required by this Section 2.8 shall also be consi ered timely, but only with respect t.o nominees for the additional directorships, if it shall be delivere-d

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to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (1 Ot11

) day following !he day on which such public announcement is first made by the Corporation.

(B) SpeciaJ Meetings of Stockholders. Onl y such business shall be condu(.;lt:d at a special meeting of stockholders as shall h!iv<.; bee11 brought before the meeting pursuaJ1t to the Corporation's notice of meeting in compliance with Article IT, Section 2.4 of these Bylaws. The proposal by stockholders of any bu~iness to be conducted at a special meeting of stockholders rnay be made only pursuant to and in compliance '.vith Section 2.2 of thes~ Bylaws.

(C) General. ( 1) A stockholder providing notice of a proposed nomination for election to the Board or other business proposed to be brought before a meeting (whether given pursuant to paragraph (A)(2) or parttgraph (B) of this Seciion 2.8) shall update and supplement such notice from time to time to the extent necessary so that the information provided or required to be provided in such notiet! shall be true and correct as of the record date for the meeting and as of the date that is Ji f'l.ecn (15) days prior to the meeting or any adjournment or postponement thereof; such update and supplement shall be delivered in writing to the Secretary al the principal executive offices of the Corporation not later than live (5) days after the record date for the meeting (in the case of any update and supplement required to be made as of Lhe record date), and not later th~ ten (l 0) days prior to the thtlt: for the meeting or any adjot1rnment or postponement thereof (in the case of any update and supplement required to be made as offii~een

( 15) days prior to the meeting or any adjournment or postponement thereof).

(2) The Corporation may require any proposed nominee for election to the Board of Directors to furnish such other information as it may reasonably require to determine the eligibility ofsuch proposed nominee to serve as a director of the Corporation.

(3) Only such persons who are nominated in accordance wit.h the procedures set forth in this Section 2.8 shall be eligible to be elected at a meeting of stockholders of the Corporation to serve as directors and onl y such business shall be conducted at a meeting of stockholders as sha11 have been brought before the meeting il1 accordance wlth the procedures set forth in this Section 2.8. Except as otherwise provided by law, the chairmcm ofthe meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set fo rth in this Section 2.8 (including whether tb.e stockholdr:rr or beneficial owner, if any, on whose behalf the nomination or proposal is made or solicited (or is prui of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such stockholder's nominee or proposal in compliance with such stockholder's representation ttS

required by clause (A)(2)(c)(vi) of th is Section 2.8) ~-md (b) if any proposed nomination or business was not made or proposed in compliance with this Section 2.8, to declare that s11ch uomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.8, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have bctm received by the Corporation. For purposes of tllis Section 2.8, to be considered a qualified repn:sentative of the stockholder, a

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person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a \Vriting executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person musl produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(3) For purposes of this Section 2.8, "public announcement" shall mean disclosure in a press release rcpOiied by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed or furnished by th..: Corporation with Lhc Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Acl and the rules and regulations promulgnted thereunder.

(4) For purposes of this Bylaw, no adjourrunent or postponement or notice of adjournment or postponement of any meeting shal1 be deemed to constitute a new notice of such meeting for purposes of this Section 2.8, and in order for any notification required to be delivered by a stockholder pursuant to this Section 2.8 to be timely, such notification must be delivered wilhin the periods set forth abow with respect to the originally scheduled meeting.

(5) Notwithstanding the foregoing provisions of this Section 2.8, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in thls Section 2.8 and in Section 2.2 (as ~tpplicable); provided however, that any references in these Bylaws to the Exchange Act or the rnles and regulations promulgated thereunder arc not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 2.8 (including paragraphs (A)(l )(c) hereof) and Section 2.2 (as applicctblc), and compliance with paragraphs (A)(l)(c) of this Section 2.R and Section 2.2 (as applicable) shall be the exclusive means for a stockholder to make nominations or submit other business. Nothing in this Section 2.8 or in Section 2.2 sh~ll apply to the right, if any, of lhc holders of any series of Prcfern::d Stock (as de·fincd in the Cett ificate of Incorporation of the Corporal iou) to elect directors pursuant to any applicable provisions of the Certilicate of Incorporation.

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SIMPSON THACHER Be BARTLETT LLP AVl!:N'UE NEW YORlt, N.Y. · 2014-12-31 · SIMPSON Tlf ACHER & BARTLETT LLP U.S. Securities and Exchange Commission Division ofCorporaiion Finance

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