As Adopted March 12, 2009
The Acquisition Committee shall have the authority to review and approve merger and acquisition transactions and investment transactions proposed by the Company's management. The Acquisition Committee is authorized to approve merger and acquisition transactions and investment transactions by the Company valued in an amount not to exceed, for any particular acquisition or investment, $2.0 billion in cash, stock or a combination thereof.
The Acquisition Committee shall be comprised of not less than three directors. Each Acquisition Committee member shall be subject to annual reconfirmation and may be removed by the Board of Directors (the "Board") at any time.
In carrying out the purpose and authorities set forth in Section 1 above, the Acquisition Committee shall:
The Acquisition Committee shall convene periodically as necessary to act upon any matter within its jurisdiction. A majority of the total number of members of the Acquisition Committee shall constitute a quorum at all Acquisition Committee meetings. All meetings shall be held subject to and in accordance with Section 307 (including without limitation notice, quorum and votes/actions of the committee) and other applicable sections of the General Corporation Law of California. Minutes shall be kept of each meeting of the Acquisition Committee.
Michael D. Capellas
John T. Chambers
John L. Hennessy, Ph.D.
Kristina M. Johnson, Ph.D.
Arun Sarin, KBE
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