Common use of Appointment of Director Clause in Contracts

Appointment of Director. Not later than the effective time of the SpinOff, the Company shall take all necessary actions to appoint the Investor Director as a director of SpinCo, which appointment will be effective immediately following the distribution of the outstanding shares of SpinCo Common Stock to the Company’s stockholders. (i) If at any time prior to the effective time of the SpinOff Investor’s aggregate ownership of Company Common Stock decreases to less than eight percent (8.0%) of the then-outstanding Company Common Stock (other than as the result of a share issuance or similar Company action that increases the number of outstanding shares of Company Common Stock (other than ordinary course compensatory equity issuances to management), in which event the eight percent (8.0%) threshold shall be correspondingly reduced to give effect to such share issuance), then this Agreement shall be null and void ab initio and there shall be no obligation on the Company to appoint the Investor Director as a director of SpinCo. (ii) If the Investor Director is unable or unwilling to serve as a director for any reason, resigns as a director or is removed as a director prior to the expiration of the Standstill Period (as defined herein), and at such time Investor has aggregate ownership of at least eight percent (8.0%) of the then-outstanding SpinCo Common Stock (the “Minimum Ownership Threshold”) (other than as the result of a share issuance or similar SpinCo action that increases the number of outstanding shares of SpinCo Common Stock (other than ordinary course compensatory equity issuances to management), in which event the Minimum Ownership Threshold shall be correspondingly reduced to give effect to such share issuance), Investor shall have the ability to recommend a substitute director in accordance with this Section 1(a)(ii) (any such replacement nominee shall be referred to as the “Investor Replacement Director”). Any Investor Replacement Director recommended by Investor shall be required to (i) qualify as “independent” pursuant to the U.S. Securities and Exchange Commission (the “SEC”) and the listing standards of any exchange on which the securities of SpinCo are listed and (ii) satisfy the guidelines and policies with respect to service on the SpinCo Board applicable to all non-management directors. The SpinCo Board, after taking into account the relevant financial and business experience of the proposed Investor Replacement Director, shall promptly (and in no case later than ten (10) business days) make the determination whether the Investor Replacement Director is approved to be appointed to the SpinCo Board, in each case, as reasonably determined by the SpinCo Board. In the event the SpinCo Board does not appoint such Investor Replacement Director to SpinCo Board, Investor shall have the right to recommend additional substitute person(s) until an Investor Replacement Director is appointed to the SpinCo Board, subject to this Section 1(a)(ii). Any Investor Replacement Director appointed to the SpinCo Board in accordance with this Section 1(a)(ii) will be legally bound by the terms and conditions applicable to the Investor Director under this Agreement. Following the appointment of any Investor Replacement Director to replace the Investor Director in accordance with this Section 1(a)(ii), any reference to the Investor Director herein shall be deemed to include such replacement director. If at any time Investor’s aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act (as defined herein)) of SpinCo Common Stock decreases to less than the Minimum Ownership Threshold, the right of Investor pursuant to this Section 1(a)(ii) to participate in the recommendation of an Investor Replacement Director to fill the vacancy caused by the resignation or removal of the Investor Director or any Investor Replacement Director shall automatically terminate. Prior to the appointment of any Investor Replacement Director to the SpinCo Board, (i) Investor will deliver to SpinCo an irrevocable resignation letter addressed to SpinCo pursuant to which the Investor Replacement Director shall offer to resign from the SpinCo Board and all applicable committees and subcommittees thereof if, at any time after the Spin-Off, Investor’s aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), of SpinCo Common Stock decreases to less than the Minimum Ownership Threshold, such irrevocable resignation not to be effective until the SpinCo Board shall have accepted such resignation, which acceptance shall be made within the sole and absolute discretion of the SpinCo Board, and (ii) the Investor Replacement Director will submit to SpinCo the information, documentation and acknowledgements set forth in Section 1(b)(iv) of this Agreement. (iii) SpinCo shall include the Investor Director on its slate of directors to be elected to the SpinCo Board at SpinCo’s first annual meeting of stockholders or any postponement, adjournment, or substitution thereof (the “First Annual Meeting”) and at each subsequent meeting of stockholders held for the purposes of electing directors during the Standstill Period at which the Investor Director’s term expires and shall use its reasonable best efforts (which shall include the solicitation of proxies) to cause the election of the Investor Director at the First Annual Meeting (it being understood that such efforts shall not be less than the efforts used by SpinCo to cause the election of any other non-management director nominee nominated by SpinCo) and at each subsequent meeting of stockholders held for the purposes of electing directors during the Standstill Period at which the Investor Director’s term expires. Notwithstanding this Section 1(a)(iii), SpinCo may determine not to include the Investor Director on its slate of directors to be elected to the SpinCo Board at any annual meeting of SpinCo’s stockholders at which the Investor Director’s term expires, in which case, this Agreement shall terminate upon written notice (which notice must be delivered no later than thirty (30) days prior to the deadline for the submission of the nomination notice for such annual meeting of stockholders) to Investor of such determination not to nominate the Investor Director for election to the SpinCo Board.

Appointment of Director. Not later than the effective time of the SpinOff, the Company shall take all necessary actions to appoint the Investor Director as a director of SpinCo, which appointment will be effective Each Party agrees that: (a) Effective immediately following the distribution execution of this Agreement, the Board will take all action necessary to appoint Gramm as a Class III director of the outstanding shares of SpinCo Common Stock to Company with a term expiring at the Company’s stockholders. 2019 annual meeting of stockholders (i) If at any time prior to the effective time of “2019 Annual Meeting”). In the SpinOff Investor’s aggregate ownership of Company Common Stock decreases to less than eight percent (8.0%) of the then-outstanding Company Common Stock (other than as the result of a share issuance or similar Company action event that increases the number of outstanding shares of Company Common Stock (other than ordinary course compensatory equity issuances to management), in which event the eight percent (8.0%) threshold shall be correspondingly reduced to give effect to such share issuance), then this Agreement shall be null and void ab initio and there shall be no obligation on the Company to appoint the Investor Director as a director of SpinCo. (ii) If the Investor Director Gramm is unable or unwilling to serve as a director for any reasondirector, resigns as a director or is removed as a director without cause prior to the expiration of 2019 Annual Meeting, then the Standstill Period (as defined herein), and at such time Investor has aggregate ownership of at least eight percent (8.0%) of the then-outstanding SpinCo Common Stock (the “Minimum Ownership Threshold”) (other than as the result of a share issuance or similar SpinCo action that increases the number of outstanding shares of SpinCo Common Stock (other than ordinary course compensatory equity issuances to management), in which event the Minimum Ownership Threshold shall be correspondingly reduced to give effect to such share issuance), Investor Bandera Group shall have the ability to recommend a substitute director in accordance with this Section 1(a)(ii) (person for appointment or election to the Board; provided, that any such replacement nominee shall be referred to as the “Investor Replacement Director”). Any Investor Replacement Director substitute person recommended by Investor the Bandera Group shall be required to (i) qualify as “independent” pursuant to the U.S. Securities and Exchange Commission (the “SEC”) and the The Nasdaq Stock Market LLC listing standards of any exchange on which the securities of SpinCo are listed and (ii) satisfy the guidelines and policies with respect to service on the SpinCo Board applicable to all non-management directors. The SpinCo Board, after taking into account the have relevant financial and business experience of to fill the proposed Investor Replacement Director, shall promptly (and in no case later than ten (10) business days) make the determination whether the Investor Replacement Director is approved to be appointed to the SpinCo Board, in each case, as reasonably determined by the SpinCo Boardresulting vacancy. In the event the SpinCo Nominating and Governance Committee of the Board (the “Nominating Committee”) does not appoint such Investor Replacement Director to SpinCo Boardaccept a substitute person recommended by the Bandera Group, Investor shall the Bandera Group will have the right to recommend additional substitute person(s) until an Investor Replacement Director is appointed persons for consideration by the Nominating Committee. Upon the acceptance of a replacement director nominee by the Nominating Committee, the Board will take such actions as necessary to appoint such replacement director to the SpinCo Board, subject to this Section 1(a)(ii). Any Investor Replacement Director appointed to Board no later than five (5) Business Days (as defined below) after the SpinCo Board in accordance with this Section 1(a)(ii) will be legally bound by the terms and conditions applicable to the Investor Director under this Agreement. Following the appointment Nominating Committee’s recommendation of any Investor Replacement Director to replace the Investor Director in accordance with this Section 1(a)(ii), any reference to the Investor Director herein shall be deemed to include such replacement director. Gramm and any such replacement director shall be subject to the Company’s policies applicable to directors of the Company. (b) If at any time Investorprior to the date of the 2019 Annual Meeting the Bandera Group’s aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act (as defined herein)) of SpinCo Common Stock decreases does not equal at least 5.0% of Company’s then-outstanding Common Stock (subject to less than the Minimum Ownership Thresholdadjustment for stock splits, the right of Investor pursuant to this Section 1(a)(ii) to participate in the recommendation of an Investor Replacement Director to fill the vacancy caused by the resignation or removal of the Investor Director or any Investor Replacement Director shall automatically terminate. Prior to the appointment of any Investor Replacement Director to the SpinCo Boardreclassifications, combinations and similar adjustments), then (i) Investor will deliver the Bandera Group shall promptly provide written notice thereof to SpinCo an irrevocable resignation letter addressed to SpinCo pursuant to which the Investor Replacement Director shall offer to resign from the SpinCo Board and all applicable committees and subcommittees thereof if, at any time after the Spin-Off, Investor’s aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), of SpinCo Common Stock decreases to less than the Minimum Ownership Threshold, such irrevocable resignation not to be effective until the SpinCo Board shall have accepted such resignation, which acceptance shall be made within the sole and absolute discretion of the SpinCo Board, ; and (ii) the Investor Replacement Director Company may, in its sole discretion, determine to request in writing to the Bandera Group that Gramm or such other Bandera Group replacement director resign from the Board. Each of the Bandera Group and Gramm hereby agrees that Gramm or such other Bandera Group replacement director will submit to SpinCo promptly resign from the information, documentation and acknowledgements Board upon receiving the notice set forth in Section 1(b)(iv) of this Agreementclause (ii). (iiic) SpinCo On or before the date hereof, Gramm has completed a directors and officers’ questionnaire in the form provided by the Company which is true, complete and correct in all material respects. For so long as he shall include serve on the Investor Director on its slate Board, Gramm shall meet the requirements applicable to independent directors and audit committee members of directors to be elected the Company, including without limitation, the independence rules set forth in the listing rules of The Nasdaq Stock Market LLC and SEC (as defined below) rules. Gramm shall promptly provide written notice to the SpinCo Board at SpinCo’s first annual meeting of stockholders or Company upon any postponement, adjournment, or substitution thereof (the “First Annual Meeting”) and at each subsequent meeting of stockholders held for the purposes of electing directors during the Standstill Period at which the Investor Director’s term expires and shall use its reasonable best efforts (which shall include the solicitation of proxies) to cause the election of the Investor Director at the First Annual Meeting (it being understood that such efforts shall not be less than the efforts used by SpinCo to cause the election of any other non-management director nominee nominated by SpinCo) and at each subsequent meeting of stockholders held for the purposes of electing directors during the Standstill Period at which the Investor Director’s term expires. Notwithstanding this Section 1(a)(iii), SpinCo may determine not to include the Investor Director on its slate of directors to be elected material change to the SpinCo Board at any annual meeting of SpinCo’s stockholders at which the Investor Director’s term expires, information set forth in which case, this Agreement shall terminate upon written notice (which notice must be delivered no later than thirty (30) days prior to the deadline for the submission of the nomination notice for such annual meeting of stockholders) to Investor of such determination not to nominate the Investor Director for election to the SpinCo Boardquestionnaire.