Guidelines for Board Membership

April 26, 2005


The Board of Directors shall be composed of a majority of “independent” directors as defined by NASDAQ Rule 4200. It shall also include the CEO and other senior Company executives as determined by the Board. Collectively the Board should represent a diversity of perspectives, skills and business experience relevant to the Company’s global operations including international business, manufacturing, financial services and aftermarket customer programs.

The Nominating and Governance  Committee (the “Committee”) considers the names of candidates submitted by  management and members of the Board of Directors. It also considers  recommendations by stockholders submitted in writing to the chairman of the  Nominating and Governance Committee at P.O. Box 1518, 11th Floor, Bellevue, WA   98009. The Committee may also engage the services of  a private search firm from time to time to assist in identifying and screening  director candidates.

Basic  Qualifications

To be a qualified  director candidate, a person must have achieved significant success in  business, education or public service, must not have a conflict of interest and  must be committed to representing the long-term interests of the stockholders. In addition the candidate must have the following attributes:           

  1. the highest ethical and moral standards and integrity;
  3. the intelligence, education and  experience to make a meaningful contribution to board deliberations;
  5. the commitment, time and diligence to effectively discharge board responsibilities;
  7. mature judgment, objectivity, practicality  and a willingness to ask difficult questions;
  9. the commitment to work together as an  effective group member to deliberate and reach consensus for the betterment of  stockholders and the long-term viability of the Company. 

Experience  Qualifications        

  1. Candidates from the field of business shall  currently hold (or have been) a chief executive officer, chief operating officer, chief financial officer or a senior managerial position with a major corporation. 
  3. Candidates from the field of education shall hold (or have held) a significant position at a prominent educational institution as a senior administrator.
  5. Candidates from the field of public service  shall be individuals who have held a significant managerial or policy-making position as an elected or appointed official at the national or international level.                 

Evaluation Process

The Committee (and the Board) shall evaluate qualified candidates by assessing their background against these Guidelines. The Committee shall receive and review written biographies, conduct background investigations as appropriate, conduct  personal interviews and collect additional information as they deem appropriate. The Committee shall select  nominee(s) and recommend them to the independent members of the Board for approval.