Common use of Board and Other Matters Clause in Contracts

Board and Other Matters. (a) As of the date of this Letter Agreement, the Board of Directors has taken the following actions: (i) The Board of Directors has duly adopted a resolution, effective as of the date hereof, to increase the size of the Board of Directors from nine Directors to ten Directors. (ii) The Board of Directors has duly appointed Xxxxxxx Xxxxx as a Director with a term expiring, subject to Section 1(h) below, at the 2016 Annual Meeting to fill the newly-created directorship. (iii) The Board of Directors has duly appointed Xxxxxxx Xxxxx to serve as a member of the Corporate Governance Committee of the Board of Directors and Xxxxxxx Xxxxx will continue to serve as a member of that committee during his term (or any new term pursuant to Section 1(i) below) so long as he meets the applicable NYSE independence requirements for service on such board committee. (b) The Company and Pershing Square agree that the Corporate Governance Committee of the Board of Directors will jointly conduct with Pershing Square a search process to identify as promptly as reasonably practicable an additional director mutually agreeable to the Company and Pershing Square who shall be independent of both the Company and Pershing Square (the “Additional Independent Director”) to join the Board of Directors. When such person is identified and agrees to serve, the Board of Directors will promptly increase the size of the Board of Directors to create an additional vacancy and appoint such Additional Independent Director to serve as a Director and as a member of the Compensation Committee of the Board of Directors. The Company will also include such Additional Independent Director on the slate of nominees recommended by the Board of Directors for a full term in the Company’s proxy statement and on its proxy card relating to the first annual meeting of stockholders following his or her appointment to the Board of Directors, subject to that individual providing to the Company all information regarding that individual required to be included in a proxy statement filed pursuant to the proxy rules of the SEC and as required of any nominee by the Company’s bylaws (the “Bylaws”). (c) At all times prior to the earlier of the end of the Standstill Period and Xxxxxxx Xxxxx ceasing to be a member of the Board, the size of the Board of Directors will be not more than twelve Directors. (d) The Board of Directors will not utilize committees of the Board of Directors for the purpose of discriminating against the Additional Independent Director or Xxxxxxx Xxxxx in order to limit their participation in substantive deliberations of the Board of Directors, except that the Board of Directors may utilize committees in order to limit the participation of any Director to the extent a majority of the independent Directors (for this purpose not counting the Director who may have a material conflict of interest in the numerator or denominator) reasonably determine in good faith (based on advice from outside counsel) that doing so is advisable due to a material conflict of interest. (e) If Xxxxxxx Xxxxx ceases to be a member of the Board of Directors before his term (or any new term pursuant to Section 1(i) below) has expired due to his death or incapacity or as a result of his being asked by Pershing Square to resign from the Board of Directors on account of Xxxxxxx Xxxxx ceasing to be employed or otherwise engaged by the Pershing Square Group (but in no event, for clarification, following any of the events specified in Section 1(h) below), the Pershing Square Group will be entitled to designate another individual who (i) is reasonably acceptable to the Corporate Governance Committee of the Board of Directors, (ii) has no disqualifying attributes relating to his or her reputation, integrity and competence, (iii) meets all director independence and other standards of the New York Stock Exchange, the Exchange Act, and the SEC to serve as a Director of the Company and (iv) signs and delivers to the Company the same irrevocable resignation letter described in Section 1(h) below (with the only changes being the substitution of the name of the Director, any address and the date of the delivery of the letter), in which case the Board of Directors will appoint such individual as a Director (and as a member of the Corporate Governance Committee of the Board of Directors) to serve for the term of the replaced Director; provided that, for the purpose of clause (i) above and without in any way limiting clause (i) above, unless Xxxxxxx Xxxxx has died or became incapacitated, a candidate shall not be deemed reasonably acceptable unless he or she has significant operating experience by managing a significant operating unit of, or being employed as a CEO or near CEO-level (including COO and CFO) executive with, a large, successful and global public company or the Corporate Governance Committee of the Board of Directors otherwise finds him or her acceptable in its discretion. (f) If the Additional Independent Director ceases to be a member of the Board of Directors before his term (as may be extended pursuant to Section 1(b) above) has expired, the Corporate Governance Committee of the Board of Directors and Pershing Square will jointly conduct a search process to identify as promptly as reasonably practicable a replacement who is mutually agreeable to the Company and Pershing Square and who meets the standard described in Section 1(b) above, and promptly after identification, the Board of Directors will appoint such individual to serve as a Director (and as a member of the Compensation Committee of the Board of Directors) for the term of the replaced Director. If a Director is replaced as contemplated by the preceding sentence or Section 1(e) above, all references to that Director (including references by name to Xxxxxxx Xxxxx) in this Letter Agreement will thereafter be deemed references to the applicable replacement Director. (g) The policies and procedures applicable to other Directors will be applicable to the Additional Independent Director and Xxxxxxx Xxxxx as well. (h) Concurrently with the execution of this Letter Agreement, Xxxxxxx Xxxxx has signed and delivered to the Company a letter (in the form attached hereto as Exhibit A) irrevocably resigning as a Director, with such resignation effective as of the day any of the following first occurs: (i) the Pershing Square Group’s “net long” position in shares of Common Stock is reduced to less than 20,911,573 (adjusted in an appropriate manner for stock splits, stock dividends and similar events); or (ii) a court of competent jurisdiction makes a determination on the merits that the Pershing Square Group or Xxxxxxx Xxxxx has materially breached this Letter Agreement or the Confidentiality Agreement. If, following the resignation of Xxxxxxx Xxxxx as a result of a court determination as provided in clause (h)(ii) above, such decision is reversed or vacated on appeal due to a finding on the merits that the Pershing Square Group and Xxxxxxx Xxxxx did not breach this Letter Agreement or the Confidentiality Agreement, then the Board of Directors shall promptly (and, in any event, within two business days) re-instate Xxxxxxx Xxxxx as a Director to the same term as Xxxxxxx Xxxxx was subject to immediately prior to such resignation and as a member of the Corporate Governance Committee of the Board of Directors; provided that if such decision is thereafter reversed on a further appeal, then Xxxxxxx Xxxxx shall resign as a Director. A “net long” position shall mean such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis, provided that “net long position” shall not include any shares as to which such person does not have the right to vote or direct the vote and shall be appropriately reduced to the extent such person has entered into a derivative or other agreement, arrangement or understanding that xxxxxx or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. (i) At any time prior to the last day of the original Standstill Period, Pershing Square may deliver an irrevocable written notice to the Company electing to have the Relevant Annual Meeting (used in measuring the Standstill Period) be the 2017 Annual Meeting rather than the 2016 Annual Meeting. If the Company receives such notice from Pershing Square, upon his resignation as a Director with a term expiring at the 2016 Annual Meeting, the Board of Directors will appoint Xxxxxxx Xxxxx as a Director with a term expiring at the 2017 Annual Meeting and as a member of the Corporate Governance Committee of the Board of Directors. (j) If the Company commences a claim in a court of competent jurisdiction alleging that the Pershing Square Group or Xxxxxxx Xxxxx materially breached this Letter Agreement or the Confidentiality Agreement (a “Claim”) (the period from the commencement of such Claim until determination by such court on the merits of such Claim, the “Interim Period”), notwithstanding any provision herein to the contrary (including Section 1(d) above), the Company and/or the Board of Directors shall be permitted, following a good faith determination of the Board of Directors (after taking into account the advice of outside counsel) to such effect, to treat Xxxxxxx Xxxxx in a good faith manner different than otherwise contemplated herein (including by limiting his deliberations with the rest of the Board of Directors, restricting the flow of information to Xxxxxxx Xxxxx, through formation of committees or otherwise, and/or restricting the flow of information learned by Xxxxxxx Xxxxx in his capacity as Director to the Pershing Square Group) or to take any other good faith actions that the Board of Directors deems appropriate in the circumstances; provided, however, that (i) the Company shall have provided five business days’ written notice to Xxxxxxx Xxxxx prior to commencing such Claim and included the material allegations (and a summary of the relevant evidence) underlying such Claim in such notice, (ii) during such five business day period, the independent Directors of the Board of Directors convened a meeting of the Board of Directors in which Xxxxxxx Xxxxx was given an opportunity (with the assistance of counsel) to rebut the allegations underlying such Claim and (iii) at or following such meeting, the majority of the independent Directors (for this purpose not counting Xxxxxxx Xxxxx in the numerator or denominator) determined, based on the advice of outside counsel, to proceed with such Claim based on a good faith belief that a material breach has occurred and is continuing or is irreparable.

Board and Other Matters. (a) As of the date of this Letter Agreement, the Board of Directors has taken the following actions: (i) The Board of Directors has duly adopted a resolution, effective as of the date hereof, to increase the size of the Board of Directors from nine Directors to ten Directors. (ii) The Board of Directors has duly appointed Xxxxxxx Xxxxx as a Director with a term expiring, subject to Section 1(h) below, at the 2016 Annual Meeting to fill the newly-created newly­-created directorship. (iii) The Board of Directors has duly appointed Xxxxxxx Xxxxx to serve as a member of the Corporate Governance Committee of the Board of Directors and Xxxxxxx Xxxxx will continue to serve as a member of that committee during his term (or any new term pursuant to Section 1(i) below) so long as he meets the applicable NYSE independence requirements for service on such board committee. (b) The Company and Pershing Square agree that the Corporate Governance Committee of the Board of Directors will jointly conduct with Pershing Square a search process to identify as promptly as reasonably practicable an additional director mutually agreeable to the Company and Pershing Square who shall be independent of both the Company and Pershing Square (the “Additional Independent Director”) to join the Board of Directors. When such person is identified and agrees to serve, the Board of Directors will promptly increase the size of the Board of Directors to create an additional vacancy and appoint such Additional Independent Director to serve as a Director and as a member of the Compensation Committee of the Board of Directors. The Company will also include such Additional Independent Director on the slate of nominees recommended by the Board of Directors for a full term in the Company’s proxy statement and on its proxy card relating to the first annual meeting of stockholders following his or her appointment to the Board of Directors, subject to that individual providing to the Company all information regarding that individual required to be included in a proxy statement filed pursuant to the proxy rules of the SEC and as required of any nominee by the Company’s bylaws (the “Bylaws”). (c) At all times prior to the earlier of the end of the Standstill Period and Xxxxxxx Xxxxx ceasing to be a member of the Board, the size of the Board of Directors will be not more than twelve Directors. (d) The Board of Directors will not utilize committees of the Board of Directors for the purpose of discriminating against the Additional Independent Director or Xxxxxxx Xxxxx in order to limit their participation in substantive deliberations of the Board of Directors, except that the Board of Directors may utilize committees in order to limit the participation of any Director to the extent a majority of the independent Directors (for this purpose not counting the Director who may have a material conflict of interest in the numerator or denominator) reasonably determine in good faith (based on advice from outside counsel) that doing so is advisable due to a material conflict of interest. (e) If Xxxxxxx Xxxxx ceases to be a member of the Board of Directors before his term (or any new term pursuant to Section 1(i) below) has expired due to his death or incapacity or as a result of his being asked by Pershing Square to resign from the Board of Directors on account of Xxxxxxx Xxxxx ceasing to be employed or otherwise engaged by the Pershing Square Group (but in no event, for clarification, following any of the events specified in Section 1(h) below), the Pershing Square Group will be entitled to designate another individual who (i) is reasonably acceptable to the Corporate Governance Committee of the Board of Directors, (ii) has no disqualifying attributes relating to his or her reputation, integrity and competence, (iii) meets all director independence and other standards of the New York Stock Exchange, the Exchange Act, and the SEC to serve as a Director of the Company and (iv) signs and delivers to the Company the same irrevocable resignation letter described in Section 1(h) below (with the only changes being the substitution of the name of the Director, any address and the date of the delivery of the letter), in which case the Board of Directors will appoint such individual as a Director (and as a member of the Corporate Governance Committee of the Board of Directors) to serve for the term of the replaced Director; provided that, for the purpose of clause (i) above and without in any way limiting clause (i) above, unless Xxxxxxx Xxxxx has died or became incapacitated, a candidate shall not be deemed reasonably acceptable unless he or she has significant operating experience by managing a significant operating unit of, or being employed as a CEO or near CEO-level (including COO and CFO) executive with, a large, successful and global public company or the Corporate Governance Committee of the Board of Directors otherwise finds him or her acceptable in its discretion. (f) If the Additional Independent Director ceases to be a member of the Board of Directors before his term (as may be extended pursuant to Section 1(b) above) has expired, the Corporate Governance Committee of the Board of Directors and Pershing Square will jointly conduct a search process to identify as promptly as reasonably practicable a replacement who is mutually agreeable to the Company and Pershing Square and who meets the standard described in Section 1(b) above, and promptly after identification, the Board of Directors will appoint such individual to serve as a Director (and as a member of the Compensation Committee of the Board of Directors) for the term of the replaced Director. If a Director is replaced as contemplated by the preceding sentence or Section 1(e) above, all references to that Director (including references by name to Xxxxxxx Xxxxx) Xxxxx in this Letter Agreement will thereafter be deemed references to the applicable replacement Director. (g) The policies and procedures applicable to other Directors will be applicable to the Additional Independent Director and Xxxxxxx Xxxxx as well. (h) Concurrently with the execution of this Letter Agreement, Xxxxxxx Xxxxx has signed and delivered to the Company a letter (in the form attached hereto as Exhibit A) irrevocably resigning as a Director, with such resignation effective as of the day any of the following first occurs: (i) the Pershing Square Group’s “net long” position in shares of Common Stock is reduced to less than 20,911,573 (adjusted in an appropriate manner for stock splits, stock dividends and similar events); or (ii) a court of competent jurisdiction makes a determination on the merits that the Pershing Square Group or Xxxxxxx Xxxxx has materially breached this Letter Agreement or the Confidentiality Agreement. If, following the resignation of Xxxxxxx Xxxxx as a result of a court determination as provided in clause (h)(ii) above, such decision is reversed or vacated on appeal due to a finding on the merits that the Pershing Square Group and Xxxxxxx Xxxxx did not breach this Letter Agreement or the Confidentiality Agreement, then the Board of Directors shall promptly (and, in any event, within two business days) re-instate Xxxxxxx Xxxxx as a Director to the same term as Xxxxxxx Xxxxx was subject to immediately prior to such resignation and as a member of the Corporate Governance Committee of the Board of Directors; provided that if such decision is thereafter reversed on a further appeal, then Xxxxxxx Xxxxx shall resign as a Director. A “net long” position shall mean such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis, provided that “net long position” shall not include any shares as to which such person does not have the right to vote or direct the vote and shall be appropriately reduced to the extent such person has entered into a derivative or other agreement, arrangement or understanding that xxxxxx or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. (i) At any time prior to the last day of the original Standstill Period, Pershing Square may deliver an irrevocable written notice to the Company electing to have the Relevant Annual Meeting (used in measuring the Standstill Period) be the 2017 Annual Meeting rather than the 2016 Annual Meeting. If the Company receives such notice from Pershing Square, upon his resignation as a Director with a term expiring at the 2016 Annual Meeting, the Board of Directors will appoint Xxxxxxx Xxxxx as a Director with a term expiring at the 2017 Annual Meeting and as a member of the Corporate Governance Committee of the Board of Directors. (j) If the Company commences a claim in a court of competent jurisdiction alleging that the Pershing Square Group or Xxxxxxx Xxxxx materially breached this Letter Agreement or the Confidentiality Agreement (a “Claim”) (the period from the commencement of such Claim until determination by such court on the merits of such Claim, the “Interim Period”), notwithstanding any provision herein to the contrary (including Section 1(d) above), the Company and/or the Board of Directors shall be permitted, following a good faith determination of the Board of Directors (after taking into account the advice of outside counsel) to such effect, to treat Xxxxxxx Xxxxx in a good faith manner different than otherwise contemplated herein (including by limiting his deliberations with the rest of the Board of Directors, restricting the flow of information to Xxxxxxx Xxxxx, through formation of committees or otherwise, and/or restricting the flow of information learned by Xxxxxxx Xxxxx in his capacity as Director to the Pershing Square Group) or to take any other good faith actions that the Board of Directors deems appropriate in the circumstances; provided, however, that (i) the Company shall have provided five business days’ written notice to Xxxxxxx Xxxxx prior to commencing such Claim and included the material allegations (and a summary of the relevant evidence) underlying such Claim in such notice, (ii) during such five business day period, the independent Directors of the Board of Directors convened a meeting of the Board of Directors in which Xxxxxxx Xxxxx was given an opportunity (with the assistance of counsel) to rebut the allegations underlying such Claim and (iii) at or following such meeting, the majority of the independent Directors (for this purpose not counting Xxxxxxx Xxxxx in the numerator or denominator) determined, based on the advice of outside counsel, to proceed with such Claim based on a good faith belief that a material breach has occurred and is continuing or is irreparable.

Board and Other Matters. (a) As of the date of this Letter Agreement, the Board of Directors has taken the following actions: (i) The Board of Directors has shall duly adopted adopt a resolution, effective as resolution no later than the date of the date hereofmailing of the Company’s proxy statement relating to the 2019 Annual Meeting, to increase the size of the Board of Directors from nine (9) Directors to ten eleven (11) Directors. (ii) The Board of Directors has duly appointed Xxxxxxx Xxxxx , effective as a Director with a term expiring, subject to Section 1(h) below, at the 2016 Annual Meeting to fill the newly-created directorship. (iii) The Board of Directors has duly appointed Xxxxxxx Xxxxx to serve as a member of the Corporate Governance Committee of the Board of Directors and Xxxxxxx Xxxxx will continue to serve as a member of that committee during his term (or any new term pursuant to Section 1(i) below) so long as he meets the applicable NYSE independence requirements for service on date such board committeeresolution is adopted. (b) The Company and Pershing Square agree that the Corporate Governance Committee of the Board of Directors will jointly conduct with Pershing Square a search process to identify as promptly as reasonably practicable an additional director mutually agreeable to the Company and Pershing Square who shall be independent of both the Company and Pershing Square include (i) Kxxxxxxx X. Xxxxxxx (the “Additional Independent Director40 North Designee”) to join the Board of Directors. When such person is identified and agrees to serve, the Board of Directors will promptly increase the size of the Board of Directors to create an additional vacancy and appoint such Additional Independent Director to serve as a Director and as a member of the Compensation Committee of the Board of Directors. The Company will also include such Additional Independent Director on the slate of Director nominees recommended by the Board of Directors for a full term to expire at the 2020 Annual Meeting in the Company’s proxy statement and on its proxy card relating to the first annual meeting 2019 Annual Meeting and (ii) Hxxxx X. Xxxxx (the “New Independent Director”) on the slate of stockholders following his or her appointment to Director nominees recommended by the Board of DirectorsDirectors for a term to expire at the 2022 Annual Meeting in the Company’s proxy statement and on its proxy card relating to the 2019 Annual Meeting, in each case subject to that individual the 40 North Designee and the New Independent Director, as applicable, providing to the Company all information regarding that individual himself or herself required to be included in a proxy statement filed pursuant to the proxy rules of the SEC and as required of any nominee by the Company’s amended and restated bylaws (the “Bylaws”)) as of the date hereof; provided that, the Company will (A) promptly notify 40 North if the Company believes that the 40 North Designee and/or the New Independent Director have not provided all such information and (B) provide the 40 North Designee and/or the New Independent Director, as applicable, a reasonable opportunity to provide any missing information to the Company. If the 40 North Designee and/or the New Independent Director provide the requisite information described in the preceding sentence to the Company, the Company shall solicit votes in support of the election of the 40 North Designee and/or the New Independent Director, as applicable, at the 2019 Annual Meeting to the same extent it does for the other nominees it recommends for election at the 2019 Annual Meeting. (c) At all times prior to the earlier of the end of the Standstill Period and Xxxxxxx Xxxxx ceasing to be a member of the Board, the size of the Board of Directors will be not more than twelve Directors. (d) The Board of Directors will not utilize committees of the Board of Directors or recusals for the purpose of discriminating against the Additional New Independent Director or Xxxxxxx Xxxxx the 40 North Designee in order to limit their participation in substantive deliberations of the Board of Directors, except that the Board of Directors may utilize committees or recusals in order to limit the participation of any Director to the extent a majority of the independent Directors (for this purpose not counting the Director who may have a material conflict of interest in the numerator or denominator) reasonably determine in good faith (based on advice from outside counsel) that doing so is advisable due to a material conflict of interest. If the New Independent Director and/or the 40 North Designee are elected or appointed to serve on the Board of Directors (or, if any replacement of the New Independent Director or the 40 North Designee is elected or appointed to the Board of Directors pursuant to Section 1(d) or Section 1(e) (as applicable)), the Board of Directors shall immediately designate the New Independent Director, the 40 North Designee or a replacement of the foregoing as members of each of the Company’s existing committees and any committee established after the date hereof subject to the first sentence of this Section 1(c); provided that if the Board of Directors changes its practice of constituting each of its committees with all of the independent members of the Board of Directors, such change shall also be applicable to the 40 North Designee and the New Independent Director; provided, further that if such a change in practice occurs, the Board of Directors shall consider in good faith any request of the 40 North Designee and the New Independent Director to serve on any committee of the Board of Directors. (ed) If Kxxxxxxx X. Xxxxxxx Xxxxx ceases to be a member of the Board of Directors before his her term (or any new term pursuant to Section 1(i) below1(h)) has expired due to his her death or incapacity or as a result of his her being asked by Pershing Square 40 North to resign from the Board of Directors on account of Kxxxxxxx X. Xxxxxxx Xxxxx ceasing to be employed or otherwise engaged by or associated with the Pershing Square 40 North Group (but in no event, for clarification, following any of the events specified in Section 1(h1(g) belowor pursuant to Section 2(a)(ii)(A)), the Pershing Square Group 40 North will be entitled to designate another individual who (i) is reasonably acceptable to the Corporate Nominating and Governance Committee of the Board of Directors, (ii) has no disqualifying attributes relating to his or her reputation, integrity and competencecompetence as reasonably determined by the Nominating and Governance Committee of the Board of Directors, (iii) meets all director independence and other standards of the New York Stock Exchange, the Exchange Act, and the SEC to serve as a Director of the Company and (iv) signs and delivers to the Company the same irrevocable resignation letter described in Section 1(h1(g) below (with the only changes being the substitution of the name of the Director, any address and the date of the delivery of the letter), in which case the Board of Directors will appoint such individual as a Director (and as a member of the Corporate Governance Committee committees of which such replacement Director’s predecessor was a member immediately prior to the conclusion of such predecessor’s membership on the Board of Directors) to serve for the remainder of the term of the replaced Director40 North Designee; provided that, for the purpose of clause (i) above and without in any way limiting clause (i) above, unless Xxxxxxx Xxxxx has died or became incapacitated, a candidate shall not be deemed reasonably acceptable unless (A) he or she has significant is or was an executive officer of 40 North, Standard, any Affiliate of 40 North or Standard (other than, in each case, any employee whose principal responsibilities pertain to any operating experience by managing a significant operating unit ofcompany of Standard or any of its subsidiaries), or being employed as a CEO or near CEO-level (including COO B) the Nominating and CFO) executive with, a large, successful and global public company or the Corporate Governance Committee of the Board of Directors otherwise finds him or her acceptable in its discretion. (fe) If the Additional New Independent Director ceases to be a member of the Board of Directors before his or her term has expired other than because of his or her voluntary resignation (as may be extended pursuant to but in no event, for clarification, following any of the events specified in Section 1(b) above) has expired1(g)), the Corporate Nominating and Governance Committee of the Board of Directors and Pershing Square 40 North will jointly conduct a search process to identify as promptly as reasonably practicable a replacement who (i) is mutually agreeable to the Company and Pershing Square 40 North, (ii) is independent of both the Company and who meets the standard 40 North Group and (iii) signs and delivers to the Company the same irrevocable resignation letter described in Section 1(b1(g) above(with the only changes being the substitution of the name of the Director, any address and the date of the delivery of the letter), and promptly after identification, the Board of Directors will appoint such individual to serve as a Director (and as a member of the Compensation Committee committees of which such replacement Director’s predecessor was a member immediately prior to the conclusion of such predecessor’s membership on the Board of Directors) for the remainder of the term of the replaced New Independent Director. If a Director is replaced as contemplated by the preceding sentence or Section 1(e1(d) aboveabove or appointed in lieu of a nominee in accordance with Section 2(c), all references to that Director (including references to “New Independent Director” or “40 North Designee” or references by name to Kxxxxxxx X. Xxxxxxx or Hxxxx X. Xxxxx) in this Letter Agreement and the Confidentiality Agreement will thereafter be deemed references to the applicable replacement Director. (gf) The policies and procedures applicable to other Directors will be applicable to the Additional New Independent Director and Xxxxxxx Xxxxx the 40 North Designee as well. (hg) Concurrently with the execution of this Letter Agreement, Kxxxxxxx X. Xxxxxxx Xxxxx has signed and delivered to the Company a letter (in the form attached hereto as Exhibit A) irrevocably resigning as a Director, with such resignation effective as of the day any of the following first occurs: (i) a reduction in the Pershing Square 40 North Group’s “net longlong position” position in shares of Common Stock is reduced to less than 20,911,573 6,679,297 shares of Common Stock (adjusted in an appropriate manner for stock splits, stock dividends and similar events); or (ii) a court of competent jurisdiction makes a determination on the merits that 40 North, the Pershing Square 40 North Group or Xxxxxxx Xxxxx the 40 North Designee has materially breached this Letter Agreement or the Confidentiality Agreement. If, following the resignation of Xxxxxxx Xxxxx the 40 North Designee as a result of a court determination as provided in clause (h)(iiii) aboveof this Section 1(g), such decision is reversed or vacated on appeal due to a finding on the merits that the Pershing Square 40 North Group and Xxxxxxx Xxxxx the 40 North Designee did not breach this Letter Agreement or the Confidentiality Agreement, then the Board of Directors shall promptly (and, in any event, within two (2) business days) re-instate Xxxxxxx Xxxxx reinstate such individual as a Director with a term to expire on the same date as such Director’s term as Xxxxxxx Xxxxx was subject to would have expired immediately prior to such resignation and as a member of the Corporate Governance Committee any Company committee of the Board which such individual was a member as of Directorsimmediately prior to such resignation; provided provided, that if such decision is thereafter reversed on a further appeal, then Xxxxxxx Xxxxx the 40 North Designee shall resign as a Director. Concurrently with the execution of this Letter Agreement, Hxxxx X. Xxxxx has signed and delivered to the Company a letter (in the form attached hereto as Exhibit B) irrevocably resigning as a Director, with such resignation effective as of the day the event described in clause (i) of this Section 1(g) first occurs. A “net longlong position” position shall mean such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis; provided, provided that “net long position” shall not include any shares as to which such person does not have the right to vote or direct the vote and shall be appropriately reduced to the extent such person has entered into a derivative or other agreement, arrangement or understanding that xxxxxx hxxxxx or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. (ih) At any time prior to the last day of the original Standstill Period, Pershing Square 40 North may deliver an irrevocable written notice to the Company electing to have the Relevant Annual Meeting (used in measuring the Standstill Period) be the 2017 2021 Annual Meeting rather than the 2016 2020 Annual Meeting. If the Company receives such notice from Pershing Square40 North, upon his her resignation as a Director with a term expiring at the 2016 2020 Annual Meeting, the Board of Directors will appoint Xxxxxxx Xxxxx the 40 North Designee as a Director with a term expiring at the 2017 2021 Annual Meeting and as a member of any Company committee of which the Corporate Governance Committee 40 North Designee was a member as of the Board of Directorsimmediately prior to such resignation. (ji) If the Company commences a claim in a court of competent jurisdiction alleging that 40 North, the Pershing Square 40 North Group or Xxxxxxx Xxxxx the 40 North Designee materially breached this Letter Agreement or the Confidentiality Agreement (a “Claim”) (the period from the commencement of such Claim until determination by such court on the merits of such Claim, the “Interim Period”), notwithstanding any provision herein to the contrary (including Section 1(d1(c) above), the Company and/or and the Board of Directors shall be permitted, following a good faith determination of the Board of Directors (after taking into account the advice of outside counsel) to such effect, to treat Xxxxxxx Xxxxx the 40 North Designee in a good faith manner different than otherwise contemplated herein (including by limiting his or her deliberations with the rest of the Board of Directors, restricting the flow of information to Xxxxxxx Xxxxxthe 40 North Designee, through formation of committees or otherwise, and/or restricting the flow of information learned by Xxxxxxx Xxxxx the 40 North Designee in his or her capacity as Director to the Pershing Square 40 North Group) or to take any other good faith actions that the Board of Directors deems appropriate in the circumstances; provided, however, that (i) the Company shall have provided five (5) business days’ written notice to Xxxxxxx Xxxxx the 40 North Designee prior to commencing such Claim and included the material allegations (and a summary of the relevant evidence) underlying such Claim in such notice, (ii) during such five (5) business day period, the independent Directors of the Board of Directors convened a meeting of the Board of Directors in which Xxxxxxx Xxxxx the 40 North Designee was given an opportunity (with the assistance of counsel) to rebut the allegations underlying such Claim and (iii) at or following such meeting, the majority of the independent Directors (for this purpose not counting Xxxxxxx Xxxxx the 40 North Designee in the numerator or denominator) determined, based on the advice of outside counsel, to proceed with such Claim based on a good faith belief that a material breach has occurred and is continuing or is irreparable. (j) During the Standstill Period, the Company shall not adopt or enter into any stockholder rights plan or similar agreement or arrangement or amend its amended and restated Certificate of Incorporation (the “Certificate of Incorporation”) or Bylaws or pass any Board resolution pursuant to Article X of the Certificate of Incorporation, in each case, in a manner that would prohibit, impair or frustrate the ability of the 40 North Group to purchase Common Stock in amounts that would be permitted by Section 2(a)(i) of this Letter Agreement. (k) If the Company does not hold the 2019 Annual Meeting prior to May 10, 2019 (subject to any adjournment thereof to a date no later than May 20, 2019), the Board of Directors shall appoint the 40 North Designee and the New Independent Director to the Board of Directors (for the terms identified in Section 1(b) and the committees thereof pursuant to Section 1(c)) on May 10, 2019 subject to such individuals having provided all of the information required by Section 1(b) and there not having occurred any material adverse development that would cause such attributes to be disqualifying, as reasonably determined by the Nominating and Governance Committee of the Board of Directors.

Board and Other Matters. (a) As of the date of this Letter Agreement, the Board of Directors has taken the following actions: (i) The Board of Directors has shall duly adopted adopt a resolution, effective as resolution no later than the date of the date hereofmailing of the Company’s proxy statement relating to the 2019 Annual Meeting, to increase the size of the Board of Directors from nine (9) Directors to ten eleven (11) Directors. (ii) The Board of Directors has duly appointed Xxxxxxx Xxxxx , effective as a Director with a term expiring, subject to Section 1(h) below, at the 2016 Annual Meeting to fill the newly-created directorship. (iii) The Board of Directors has duly appointed Xxxxxxx Xxxxx to serve as a member of the Corporate Governance Committee of the Board of Directors and Xxxxxxx Xxxxx will continue to serve as a member of that committee during his term (or any new term pursuant to Section 1(i) below) so long as he meets the applicable NYSE independence requirements for service on date such board committeeresolution is adopted. (b) The Company and Pershing Square agree that the Corporate Governance Committee of the Board of Directors will jointly conduct with Pershing Square a search process to identify as promptly as reasonably practicable an additional director mutually agreeable to the Company and Pershing Square who shall be independent of both the Company and Pershing Square include (i) Xxxxxxxx X. Xxxxxxx (the “Additional Independent Director40 North Designee”) to join the Board of Directors. When such person is identified and agrees to serve, the Board of Directors will promptly increase the size of the Board of Directors to create an additional vacancy and appoint such Additional Independent Director to serve as a Director and as a member of the Compensation Committee of the Board of Directors. The Company will also include such Additional Independent Director on the slate of Director nominees recommended by the Board of Directors for a full term to expire at the 2020 Annual Meeting in the Company’s proxy statement and on its proxy card relating to the first annual meeting 2019 Annual Meeting and (ii) Xxxxx X. Xxxxx (the “New Independent Director”) on the slate of stockholders following his or her appointment to Director nominees recommended by the Board of DirectorsDirectors for a term to expire at the 2022 Annual Meeting in the Company’s proxy statement and on its proxy card relating to the 2019 Annual Meeting, in each case subject to that individual the 40 North Designee and the New Independent Director, as applicable, providing to the Company all information regarding that individual himself or herself required to be included in a proxy statement filed pursuant to the proxy rules of the SEC and as required of any nominee by the Company’s amended and restated bylaws (the “Bylaws”)) as of the date hereof; provided that, the Company will (A) promptly notify 40 North if the Company believes that the 40 North Designee and/or the New Independent Director have not provided all such information and (B) provide the 40 North Designee and/or the New Independent Director, as applicable, a reasonable opportunity to provide any missing information to the Company. If the 40 North Designee and/or the New Independent Director provide the requisite information described in the preceding sentence to the Company, the Company shall solicit votes in support of the election of the 40 North Designee and/or the New Independent Director, as applicable, at the 2019 Annual Meeting to the same extent it does for the other nominees it recommends for election at the 2019 Annual Meeting. (c) At all times prior to the earlier of the end of the Standstill Period and Xxxxxxx Xxxxx ceasing to be a member of the Board, the size of the Board of Directors will be not more than twelve Directors. (d) The Board of Directors will not utilize committees of the Board of Directors or recusals for the purpose of discriminating against the Additional New Independent Director or Xxxxxxx Xxxxx the 40 North Designee in order to limit their participation in substantive deliberations of the Board of Directors, except that the Board of Directors may utilize committees or recusals in order to limit the participation of any Director to the extent a majority of the independent Directors (for this purpose not counting the Director who may have a material conflict of interest in the numerator or denominator) reasonably determine in good faith (based on advice from outside counsel) that doing so is advisable due to a material conflict of interest. If the New Independent Director and/or the 40 North Designee are elected or appointed to serve on the Board of Directors (or, if any replacement of the New Independent Director or the 40 North Designee is elected or appointed to the Board of Directors pursuant to Section 1(d) or Section 1(e) (as applicable)), the Board of Directors shall immediately designate the New Independent Director, the 40 North Designee or a replacement of the foregoing as members of each of the Company’s existing committees and any committee established after the date hereof subject to the first sentence of this Section 1(c); provided that if the Board of Directors changes its practice of constituting each of its committees with all of the independent members of the Board of Directors, such change shall also be applicable to the 40 North Designee and the New Independent Director; provided, further that if such a change in practice occurs, the Board of Directors shall consider in good faith any request of the 40 North Designee and the New Independent Director to serve on any committee of the Board of Directors. (ed) If Xxxxxxxx X. Xxxxxxx Xxxxx ceases to be a member of the Board of Directors before his her term (or any new term pursuant to Section 1(i) below1(h)) has expired due to his her death or incapacity or as a result of his her being asked by Pershing Square 40 North to resign from the Board of Directors on account of Xxxxxxxx X. Xxxxxxx Xxxxx ceasing to be employed or otherwise engaged by or associated with the Pershing Square 40 North Group (but in no event, for clarification, following any of the events specified in Section 1(h1(g) belowor pursuant to Section 2(a)(ii)(A)), the Pershing Square Group 40 North will be entitled to designate another individual who (i) is reasonably acceptable to the Corporate Nominating and Governance Committee of the Board of Directors, (ii) has no disqualifying attributes relating to his or her reputation, integrity and competencecompetence as reasonably determined by the Nominating and Governance Committee of the Board of Directors, (iii) meets all director independence and other standards of the New York Stock Exchange, the Exchange Act, and the SEC to serve as a Director of the Company and (iv) signs and delivers to the Company the same irrevocable resignation letter described in Section 1(h1(g) below (with the only changes being the substitution of the name of the Director, any address and the date of the delivery of the letter), in which case the Board of Directors will appoint such individual as a Director (and as a member of the Corporate Governance Committee committees of which such replacement Director’s predecessor was a member immediately prior to the conclusion of such predecessor’s membership on the Board of Directors) to serve for the remainder of the term of the replaced Director40 North Designee; provided that, for the purpose of clause (i) above and without in any way limiting clause (i) above, unless Xxxxxxx Xxxxx has died or became incapacitated, a candidate shall not be deemed reasonably acceptable unless (A) he or she has significant is or was an executive officer of 40 North, Standard, any Affiliate of 40 North or Standard (other than, in each case, any employee whose principal responsibilities pertain to any operating experience by managing a significant operating unit ofcompany of Standard or any of its subsidiaries), or being employed as a CEO or near CEO-level (including COO B) the Nominating and CFO) executive with, a large, successful and global public company or the Corporate Governance Committee of the Board of Directors otherwise finds him or her acceptable in its discretion. (fe) If the Additional New Independent Director ceases to be a member of the Board of Directors before his or her term has expired other than because of his or her voluntary resignation (as may be extended pursuant to but in no event, for clarification, following any of the events specified in Section 1(b) above) has expired1(g)), the Corporate Nominating and Governance Committee of the Board of Directors and Pershing Square 40 North will jointly conduct a search process to identify as promptly as reasonably practicable a replacement who (i) is mutually agreeable to the Company and Pershing Square 40 North, (ii) is independent of both the Company and who meets the standard 40 North Group and (iii) signs and delivers to the Company the same irrevocable resignation letter described in Section 1(b1(g) above(with the only changes being the substitution of the name of the Director, any address and the date of the delivery of the letter), and promptly after identification, the Board of Directors will appoint such individual to serve as a Director (and as a member of the Compensation Committee committees of which such replacement Director’s predecessor was a member immediately prior to the conclusion of such predecessor’s membership on the Board of Directors) for the remainder of the term of the replaced New Independent Director. If a Director is replaced as contemplated by the preceding sentence or Section 1(e1(d) aboveabove or appointed in lieu of a nominee in accordance with Section 2(c), all references to that Director (including references to “New Independent Director” or “40 North Designee” or references by name to Xxxxxxxx X. Xxxxxxx or Xxxxx X. Xxxxx) in this Letter Agreement and the Confidentiality Agreement will thereafter be deemed references to the applicable replacement Director. (gf) The policies and procedures applicable to other Directors will be applicable to the Additional New Independent Director and Xxxxxxx Xxxxx the 40 North Designee as well. (hg) Concurrently with the execution of this Letter Agreement, Xxxxxxxx X. Xxxxxxx Xxxxx has signed and delivered to the Company a letter (in the form attached hereto as Exhibit A) irrevocably resigning as a Director, with such resignation effective as of the day any of the following first occurs: (i) a reduction in the Pershing Square 40 North Group’s “net longlong position” position in shares of Common Stock is reduced to less than 20,911,573 6,679,297 shares of Common Stock (adjusted in an appropriate manner for stock splits, stock dividends and similar events); or (ii) a court of competent jurisdiction makes a determination on the merits that 40 North, the Pershing Square 40 North Group or Xxxxxxx Xxxxx the 40 North Designee has materially breached this Letter Agreement or the Confidentiality Agreement. If, following the resignation of Xxxxxxx Xxxxx the 40 North Designee as a result of a court determination as provided in clause (h)(iiii) aboveof this Section 1(g), such decision is reversed or vacated on appeal due to a finding on the merits that the Pershing Square 40 North Group and Xxxxxxx Xxxxx the 40 North Designee did not breach this Letter Agreement or the Confidentiality Agreement, then the Board of Directors shall promptly (and, in any event, within two (2) business days) re-instate Xxxxxxx Xxxxx reinstate such individual as a Director with a term to expire on the same date as such Director’s term as Xxxxxxx Xxxxx was subject to would have expired immediately prior to such resignation and as a member of the Corporate Governance Committee any Company committee of the Board which such individual was a member as of Directorsimmediately prior to such resignation; provided provided, that if such decision is thereafter reversed on a further appeal, then Xxxxxxx Xxxxx the 40 North Designee shall resign as a Director. Concurrently with the execution of this Letter Agreement, Xxxxx X. Xxxxx has signed and delivered to the Company a letter (in the form attached hereto as Exhibit B) irrevocably resigning as a Director, with such resignation effective as of the day the event described in clause (i) of this Section 1(g) first occurs. A “net longlong position” position shall mean such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis; provided, provided that “net long position” shall not include any shares as to which such person does not have the right to vote or direct the vote and shall be appropriately reduced to the extent such person has entered into a derivative or other agreement, arrangement or understanding that xxxxxx or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. (ih) At any time prior to the last day of the original Standstill Period, Pershing Square 40 North may deliver an irrevocable written notice to the Company electing to have the Relevant Annual Meeting (used in measuring the Standstill Period) be the 2017 2021 Annual Meeting rather than the 2016 2020 Annual Meeting. If the Company receives such notice from Pershing Square40 North, upon his her resignation as a Director with a term expiring at the 2016 2020 Annual Meeting, the Board of Directors will appoint Xxxxxxx Xxxxx the 40 North Designee as a Director with a term expiring at the 2017 2021 Annual Meeting and as a member of any Company committee of which the Corporate Governance Committee 40 North Designee was a member as of the Board of Directorsimmediately prior to such resignation. (ji) If the Company commences a claim in a court of competent jurisdiction alleging that 40 North, the Pershing Square 40 North Group or Xxxxxxx Xxxxx the 40 North Designee materially breached this Letter Agreement or the Confidentiality Agreement (a “Claim”) (the period from the commencement of such Claim until determination by such court on the merits of such Claim, the “Interim Period”), notwithstanding any provision herein to the contrary (including Section 1(d1(c) above), the Company and/or and the Board of Directors shall be permitted, following a good faith determination of the Board of Directors (after taking into account the advice of outside counsel) to such effect, to treat Xxxxxxx Xxxxx the 40 North Designee in a good faith manner different than otherwise contemplated herein (including by limiting his or her deliberations with the rest of the Board of Directors, restricting the flow of information to Xxxxxxx Xxxxxthe 40 North Designee, through formation of committees or otherwise, and/or restricting the flow of information learned by Xxxxxxx Xxxxx the 40 North Designee in his or her capacity as Director to the Pershing Square 40 North Group) or to take any other good faith actions that the Board of Directors deems appropriate in the circumstances; provided, however, that (i) the Company shall have provided five (5) business days’ written notice to Xxxxxxx Xxxxx the 40 North Designee prior to commencing such Claim and included the material allegations (and a summary of the relevant evidence) underlying such Claim in such notice, (ii) during such five (5) business day period, the independent Directors of the Board of Directors convened a meeting of the Board of Directors in which Xxxxxxx Xxxxx the 40 North Designee was given an opportunity (with the assistance of counsel) to rebut the allegations underlying such Claim and (iii) at or following such meeting, the majority of the independent Directors (for this purpose not counting Xxxxxxx Xxxxx the 40 North Designee in the numerator or denominator) determined, based on the advice of outside counsel, to proceed with such Claim based on a good faith belief that a material breach has occurred and is continuing or is irreparable. (j) During the Standstill Period, the Company shall not adopt or enter into any stockholder rights plan or similar agreement or arrangement or amend its amended and restated Certificate of Incorporation (the “Certificate of Incorporation”) or Bylaws or pass any Board resolution pursuant to Article X of the Certificate of Incorporation, in each case, in a manner that would prohibit, impair or frustrate the ability of the 40 North Group to purchase Common Stock in amounts that would be permitted by Section 2(a)(i) of this Letter Agreement. (k) If the Company does not hold the 2019 Annual Meeting prior to May 10, 2019 (subject to any adjournment thereof to a date no later than May 20, 2019), the Board of Directors shall appoint the 40 North Designee and the New Independent Director to the Board of Directors (for the terms identified in Section 1(b) and the committees thereof pursuant to Section 1(c)) on May 10, 2019 subject to such individuals having provided all of the information required by Section 1(b) and there not having occurred any material adverse development that would cause such attributes to be disqualifying, as reasonably determined by the Nominating and Governance Committee of the Board of Directors.