Enom 2010 Annual Report Download - page 167

hundred (100) days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by this
Section 2.5 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to
the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following
the day on which such public disclosure is first made by the Corporation.
(iv) To be in proper form for purposes of this Section 2.5, a stockholder's notice to the Secretary shall set forth:
(a) As to each Nominating Person (as defined below), the Stockholder Information (as defined in
Section 2.4(iii)(a) of these bylaws) except that for purposes of this Section 2.5, the term "Nominating Person" shall
be substituted for the term "Proposing Person" and "nomination" shall be substituted for the term "business" in all
places it appears in Section 2.4(iii)(a);
(b) As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(iii)(b), except
that for purposes of this Section 2.5 the term "Nominating Person" shall be substituted for the term "Proposing
Person" in all places it appears in Section 2.4(iii)(b) and the disclosure in clause (L) of Section 2.4(iii)(b) shall be
made with respect to the election of directors at the meeting);
(c) As to each person whom a Nominating Person proposes to nominate for election as a director,
(A) all information with respect to such proposed nominee that would be required to be set forth in a stockholder's
notice pursuant to this Section 2.5 if such proposed nominee were a Nominating Person, (B) all information relating
to such proposed nominee that is required to be disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors in a contested election pursuant to
Section 14(a) under the Exchange Act (including such proposed nominee's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected), (C) a description of all direct and indirect
compensation and other material monetary agreements, arrangements and understandings during the past three
(3) years, and any other material relationships, between or among any Nominating Person, on the one hand, and
each proposed nominee, his or her respective affiliates and associates and any other persons with whom such
proposed nominee (or any of his or her respective affiliates and associates) is Acting in Concert (as defined in
Section 2.4(v) of these bylaws), on the other hand, including, without limitation, all information that would be
required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the "registrant"
for purposes of such rule and the proposed nominee were a director or executive officer of such registrant (the
disclosures to be made pursuant to the foregoing clauses (A) through (C) are referred to as "Nominee Information"),
and (D) a completed and signed questionnaire, representation and agreement as provided in Section 2.5(vii); and
(d) The Corporation may require any proposed nominee to furnish such other information (A) as may
reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an
independent director of the Corporation in accordance with the Corporation's Corporate Governance Guidelines or
(B) that could be material to a reasonable stockholder's understanding of the independence or lack of independence
of such proposed nominee.
7
(v) For purposes of this Section 2.5, the term "Nominating Person" shall mean (i) the stockholder providing the
notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose
behalf the notice of the nomination proposed to be made at the meeting is made, (iii) any affiliate or associate of such stockholder or
beneficial owner and (iv) any other person with whom such stockholder or such beneficial owner (or any of their respective affiliates
or associates) is Acting in Concert.
(vi) A stockholder providing notice of any nomination proposed to be made at a meeting shall further update
and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this
Section 2.5 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days
prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and
received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record
date for notice of the meeting (in the case of the update and supplement required to be made as of the record date for notice), and not
later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if
not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the
update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement
thereof).
(vii) Notwithstanding anything in these bylaws to the contrary, no person shall be eligible for election as a
director of the Corporation unless nominated in accordance with this Section 2.5. The presiding officer at the meeting shall have the
power and duty, if the facts warrant, determine that a nomination was not properly made in accordance with this Section 2.5, and if he
or she should so determine, he or she shall so declare such determination to the meeting and the defective nomination shall be
disregarded. Notwithstanding the foregoing provisions of this Section 2.5, unless otherwise required by law, if the stockholder (or a
qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the
nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the
Corporation. For purposes of this Section 2.5, to be considered a qualified representative of the stockholder, a person must be a duly