FOR TAX YEARS BEGINNING BEFORE JAN1, 2018, TWO OUTSIDE DIRECTORS MUST APPROVE A PERFORMANCE PLAN IN ORDER TO GAIN AN EXEMPTION FOR EXCESS COMPENSATION. WHICH IS NOT A CHARACTERISTIC OF AN OUTSIDE DIRECTOR

SHE DOES NOT RECEIVE ANY REMUNERATION, OTHER THAN IN THE CAPACITITY AS A DIRECTOR

SHE IS A FORMER EMPLOYEE BUT DOES NOT RECEIVE ANY COMPENSATION DURING THIS TAX YEAR

SHE IS NOT A CURRENT EMPLOYEE OF THE ORGANIZATION

SHE WAS AN OFFICER OF THE CORPORATION 5 YEARS AGO