(i) In person; or

(ii) By proxy as provided in subsection (c) of this section.

(2) Unless a proxy provides otherwise, it is not valid more than 11
months after its date.

(3) Unless otherwise agreed in writing, the holder of record of stock
which actually belongs to another shall issue a proxy to vote the stock to the actual
owner on the owner's demand.

(c) (1) A stockholder may authorize another person to act as proxy for the
stockholder as provided in this subsection.

(2) (i) A stockholder may sign a writing authorizing another person to
act as proxy.

(ii) Signing may be accomplished by the stockholder or the
stockholder's authorized agent signing the writing or causing the stockholder's
signature to be affixed to the writing by any reasonable means, including facsimile
signature.

(3) (I) [A] SUBJECT TO SUBPARAGRAPH (II) OF THIS PARAGRAPH, A
stockholder may authorize another person to act as proxy by transmitting, or
authorizing the transmission of, AN AUTHORIZATION FOR THE PERSON TO ACT AS
PROXY TO:

1. THE PERSON AUTHORIZED TO ACT AS PROXY; OR

2. ANY OTHER PERSON AUTHORIZED TO RECEIVE THE
PROXY AUTHORIZATION ON BEHALF OF THE PERSON AUTHORIZED TO ACT AS THE
PROXY, INCLUDING A PROXY SOLICITATION FIRM OR PROXY SUPPORT SERVICE
ORGANIZATION.

(II) THE AUTHORIZATION MAY BE TRANSMITTED BY a telegram,
cablegram, datagram, ELECTRONIC MAIL, or ANY other ELECTRONIC OR
TELEPHONIC means [of electronic transmission to the person authorized to act as
proxy or to a proxy solicitation firm, proxy support service organization, or other
person authorized by the person who will act as proxy to receive the transmission].

(4) A copy, facsimile telecommunication, or other reliable reproduction of
the writing or transmission authorized under paragraphs (2) and (3) of this
subsection may be substituted for the original writing or transmission for any
purpose for which the original writing or transmission could be used.

(d) (1) A proxy is revocable by a stockholder at any time without condition or
qualification unless:

(i) The proxy states that it is irrevocable; and

(ii) The proxy is coupled with an interest.