Power of Attorney
(To File Forms 3, 4 and 5 under Section 16(a))

Summary

This Power of Attorney template may be used by a 10% shareholder, executive officer or director of a public company to provide another person with the authority to prepare and submit the reporting person’s filings on Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended. This template includes practical guidance, drafting notes, and optional language. The Power of Attorney indicates that the reporting person authorizes and designates the authorized person or persons to sign and file the form on the reporting person’s behalf and states its duration. The Power of Attorney should be filed upon first use as an exhibit to the reporting person’s applicable Section 16 form. For more information on Section 16 filing obligations, see Section 16 Forms: Guidance for Completing, Filing, and Amending and Section 16 Compliance, Insiders, and Liability. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit.