Common use of Board Composition and Related Matters Clause in Contracts

Board Composition and Related Matters. (a) Simultaneously with the execution of this Agreement, the Board shall take all necessary actions to increase the size of the Board to twelve (12) directors and appoint X. Xxxxxxxx Xxxxxxxx (the “New Director”) to the Board as a director with a term expiring at the 2024 annual meeting of shareholders (the “2024 Annual Meeting”) or until his earlier death, disability, resignation, disqualification, or removal. At the 2024 Annual Meeting, the Board shall nominate the New Director for election and shall recommend, support, and solicit proxies for the election of the New Director in a manner no less rigorous and favorable than the manner in which the Company recommends, supports, and solicits proxies for the election of its other nominees. (b) The size of the Board shall be no more than twelve (12) directors until the 2024 Annual Meeting, and no more than eleven (11) directors from the completion of the 2024 Annual Meeting until the Termination Date (as defined below). (c) As promptly as practicable (and in any event within three (3) Business Days) following the execution of this Agreement, the Board shall take all necessary actions to form a Shareholder Value Initiatives Committee of the Board (the “Committee”), and to appoint the New Director and three additional members, to be selected by the Board subject to its sole discretion, to the Committee. The Committee shall be responsible for reviewing opportunities to enhance shareholder value, and shall present formal recommendations to the Board for review and approval. Upon Fund’s request, the Committee shall use its reasonable efforts to meet with Fund at least once prior to June 30, 2024, so Fund has a reasonable opportunity to share its views with the Committee with respect to opportunities to enhance shareholder value. (d) Until the Termination Date and as long as Fund’s Net Long Position remains at or above the lesser of (x) 1,161,849 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations, and recapitalizations) and (y) five percent (5%) of the outstanding shares of the Common Stock: (i) If the New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve as a director, the Company and Fund shall cooperate in good faith to select, and the Company shall appoint, as promptly as practicable, a Qualified Candidate mutually agreeable to the Company and Fund (any such replacement director, once appointed to the Board, the “Replacement Director”), to serve as a director of the Company for the remainder of the New Director’s term. A Replacement Director who is appointed to the Board shall be considered a New Director for purposes of this Agreement. As used in this Agreement, “Qualified Candidate” means an individual who (1) qualifies as an “independent director” under the applicable rules of the U.S. Securities and Exchange Commission, the rules of any stock exchange on which the Company is traded and the applicable governance policies of the Company, (2) is not a current or former principal, Affiliate or controlled Associate of Fund, (3) serves on no more than a total of three (3) other public company boards of directors, and (4) meets all other qualifications required for service as a director set forth in the Company’s Amended and Restated Articles of Incorporation (as may be amended from time to time, the “Charter”) or the Amended and Restated Bylaws (as may be amended from time to time, the “Bylaws”), committee charters, corporate governance principles, and any similar documents applicable to directors (collectively, the “Governance Documents”).

Board Composition and Related Matters. (a) Simultaneously with The Company agrees that, (i) within one (1) Business Day (as defined below) following the execution and delivery of this Agreement, the Board shall and all applicable committees of the Board will take all necessary actions to increase action (including increasing the size of the Board by one directorships) to twelve appoint Xxxx X. Xxxxxx and (12ii) directors no later than December 14, 2023, the Board and all applicable committees of the Board will take all necessary action (including increasing the size of the Board by an additional two directorships) to appoint Xxxxxxx X. Xxxxxxxx Xxxxxxxx Xxxxxxx and Xxxxxxx (“Xxxxx”) X. Xxxxxxx (each of Mr. Xxxxxx, Xx. Xxxxxxx and Xx. Xxxxxxx, a “New Director,” and collectively, the “New DirectorDirectors”) to the Board as a director with a an initial term expiring at the 2024 annual meeting of shareholders (the “Company’s 2024 Annual Meeting”. The Company further agrees that the Board and all applicable committees of the Board will take all necessary action to (i) or until his earlier death, disability, resignation, disqualification, or removal. At nominate each of the New Directors for election to the Board at the 2024 Annual Meeting, the Board shall nominate the New Director for election Meeting and shall recommend, support, support and solicit proxies for the election of the New Director Directors at the 2024 Annual Meeting in a the same manner no less rigorous and favorable than the manner in which the Company recommends, supports, and solicits proxies as for the election of its Company’s other nominees. nominees at the 2024 Annual Meeting, (bii) The size ensure that three directors serving on the Board as of the Board shall be no more than twelve (12) directors until date preceding the date of this Agreement will not stand for re-election at the 2024 Annual Meeting, and no more than eleven (11iii) directors from appoint one of the completion New Directors as Chair of the Board effective as of the conclusion of the 2024 Annual Meeting until Meeting. (b) Each member of the Termination Date (Investor Group represents that as defined below)of the date of this Agreement neither it nor any of its Affiliates or Associates is, and during the term of this Agreement such persons will not become, a party to any agreement, arrangement or understanding, written or oral, with any of the New Directors regarding such person’s service on the Board or any committee thereof. (c) As promptly as practicable (and in any event within three (3) Business Days) following the execution of this Agreement, the Board shall take all necessary actions to form a Shareholder Value Initiatives Committee Each member of the Board (the “Committee”), and to appoint Investor Group acknowledges that each of the New Director and three additional membersDirectors, to be selected by the Board subject to its sole discretion, to the Committee. The Committee shall be responsible for reviewing opportunities to enhance shareholder value, and shall present formal recommendations to the Board for review and approval. Upon Fund’s request, the Committee shall use its reasonable efforts to meet with Fund at least once prior to June 30, 2024, so Fund has a reasonable opportunity to share its views with the Committee with respect to opportunities to enhance shareholder value. (d) Until the Termination Date and as long as Fund’s Net Long Position remains at or above the lesser of (x) 1,161,849 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations, and recapitalizations) and (y) five percent (5%) of the outstanding shares of the Common Stock: (i) If the New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve as a director, the Company and Fund shall cooperate in good faith to select, and the Company shall appoint, as promptly as practicable, a Qualified Candidate mutually agreeable to the Company and Fund (any such replacement director, once appointed upon election to the Board, the “Replacement Director”), to shall serve as a director member of the Company for Board and shall comply with the remainder terms of the New Director’s term. A Replacement Director who is appointed to the Board shall be considered a New Director for purposes of this Agreement. As used in this Agreement, “Qualified Candidate” means an individual who (1) qualifies as an “independent director” under the applicable rules of the U.S. Securities and Exchange Commission, the rules of any stock exchange on which the Company is traded and the applicable governance policies of the Company, (2) is not a current or former principal, Affiliate or controlled Associate of Fund, (3) serves on no more than a total of three (3) other public company boards of directors, and (4) meets all other qualifications required for service as a director set forth in the Company’s Amended and Restated Articles Certificate of Incorporation (as may be amended and supplemented from time to time, the “Charter”) or the ), Amended and Restated Bylaws (as may be amended from time to time, the “Bylaws”), committee charters, and corporate governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies and guidelines and similar governance principlesdocuments, policies, procedures, processes, codes, rules, standards and guidelines that are applicable to all of the Company’s non-employee directors. (d) Each of the New Directors will be entitled to the same director benefits as other non-employee members of the Board, including, but not limited to, (i) compensation for such director’s service as a director and reimbursement of such director’s expenses on the same basis as all other non-employee directors of the Company; (ii) equity-based compensation grants and other benefits on the same basis as all other non-employee directors of the Company; and (iii) the same rights of indemnification advancement and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company as such rights may exist from time to time. (e) If any of the New Directors 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 Termination Date (as defined below) and at such time the Investor Group maintains an aggregate Net Long Position of at least 2.5% of the Company’s then outstanding shares of Common Stock, the Investor Group shall have the ability to recommend a replacement person(s) (any such person shall be referred to as a “Replacement Appointee”) for appointment to the Board. Any Replacement Appointee shall (i) qualify as “independent” of the Company pursuant to the listing standards of the Nasdaq, (ii) have relevant business, financial or governance expertise to be a director of the Company, (iii) satisfy customary director nomination and onboarding procedures that are consistent with the Board’s past practice with all directors sitting on the Board, and any similar documents applicable (iv) be reasonably acceptable to directors the Board (collectivelysuch acceptance not to be unreasonably withheld, conditioned or delayed). Upon the recommendation of a Replacement Appointee by the Investor Group, the Board and/or any applicable committee thereof shall make its determination regarding whether such Replacement Appointee meets the foregoing criteria no later than ten (10) Business Days after such recommendation; provided, however, that if the Board does not accept such Replacement Appointee as recommended, the Parties shall continue to follow the aforementioned procedures until a Replacement Appointee is appointed or elected to the Board as recommended by the Investor Group. Subject to applicable national securities exchange rules and applicable law, upon a Replacement Appointee’s appointment to the Board, the Board and all applicable committees of the Board shall take all actions necessary to appoint such Replacement Appointee to any applicable committee(s) of the Board of which the applicable New Director was a member immediately prior to such applicable New Director becoming unable or unwilling to serve as a director. The provisions of this section shall apply to any Replacement Appointee nominated or appointed to the Board who becomes unable to serve as a director or nominee prior to the Termination Date. Any Replacement Appointee shall be considered a New Director for all purposes of this Agreement. (f) The Company agrees that, no later than December 14, 2023, the Board will take all action necessary to form a Strategy Committee of the Board (the “Governance DocumentsStrategy Committee”) consisting of Xxxxxxxxx X. Xxxxxx, Xx. Xxxxxxx, Xxxx Xxxxxxxx, III and Xx. Xxxxxxx, with Xx. Xxxxxxx serving as the Chair of the Strategy Committee. The Board shall maintain the existence of the Strategy Committee at least through the date of the 2024 Annual Meeting. The Strategy Committee will support the Board and management as set forth in the Committee’s charter, which shall be in the form attached to this Agreement as Exhibit A (the “Committee Charter”). (g) The Company agrees that, no later than December 14, 2023, the Board will take all action necessary to (i) appoint Mr. Xxxxxx to the Audit & Finance Committee of the Board, (ii) appoint Xx. Xxxxxxx to the Nominating, Governance & Sustainability Committee of the Board (the “NG&S Committee”), (iii) appoint Xx. Xxxxxxx to the Compliance & Ethics Committee of the Board, and (iv) appoint Messrs. Xxxxxx and Kummeth to the Compensation & Talent Development Committee of the Board (the “C&TD Committee”), and provide that, following such appointment, the C&TD Committee shall consist of four directors. The Company also agreed that the Board will take all action necessary to appoint at least one of the New Directors to any standing committee of the Board created prior to the Termination Date. To the extent that any New Director appointed to a committee of the Board pursuant to the second preceding sentence ceases to serve on such committee prior to the Termination Date, the Board shall take all necessary action to appoint a different New Director (which may include a New Director who is a Replacement Director appointed pursuant to Section 1(e)) to such committee of the Board. The Company further agrees that the Board and all applicable committees of the Board will take all necessary action to elect one of the New Directors as Chair of the C&TD Committee on the date of the 2024 Annual Meeting. (h) The Company agrees that (i) from the date of this Agreement until the 2024 Annual Meeting, the size of the Board shall be no greater than twelve (12) members and (ii) following the conclusion of the 2024 Annual Meeting until the Termination Date, the size of the Board shall be no greater than nine (9) members.

Board Composition and Related Matters. (a) Simultaneously with The Company agrees that, (i) within one (1) Business Day (as defined below) following the execution and delivery of this Agreement, the Board shall and all applicable committees of the Board will take all necessary actions to increase action (including increasing the size of the Board by one directorships) to twelve appoint Xxxx X. Xxxxxx and (12ii) directors no later than December 14, 2023, the Board and all applicable committees of the Board will take all necessary action (including increasing the size of the Board by an additional two directorships) to appoint Xxxxxxx X. Xxxxxxxx Xxxxxxxx Xxxxxxx and Xxxxxxx (“Xxxxx”) X. Xxxxxxx (each of Mr. Xxxxxx, Xx. Xxxxxxx and Xx. Xxxxxxx, a “New Director,” and collectively, the “New DirectorDirectors”) to the Board as a director with a an initial term expiring at the 2024 annual meeting of shareholders (the “Company’s 2024 Annual Meeting”. The Company further agrees that the Board and all applicable committees of the Board will take all necessary action to (i) or until his earlier death, disability, resignation, disqualification, or removal. At nominate each of the New Directors for election to the Board at the 2024 Annual Meeting, the Board shall nominate the New Director for election Meeting and shall recommend, support, support and solicit proxies for the election of the New Director Directors at the 2024 Annual Meeting in a the same manner no less rigorous and favorable than the manner in which the Company recommends, supports, and solicits proxies as for the election of its Company’s other nominees. nominees at the 2024 Annual Meeting, (bii) The size ensure that three directors serving on the Board as of the Board shall be no more than twelve (12) directors until date preceding the date of this Agreement will not stand for re-election at the 2024 Annual Meeting, and no more than eleven (11iii) directors from appoint one of the completion New Directors as Chair of the Board effective as of the conclusion of the 2024 Annual Meeting until Meeting. (b) Each member of the Termination Date (Investor Group represents that as defined below)of the date of this Agreement neither it nor any of its Affiliates or Associates is, and during the term of this Agreement such persons will not become, a party to any agreement, arrangement or understanding, written or oral, with any of the New Directors regarding such person’s service on the Board or any committee thereof. (c) As promptly as practicable (and in any event within three (3) Business Days) following the execution of this Agreement, the Board shall take all necessary actions to form a Shareholder Value Initiatives Committee Each member of the Board (the “Committee”), and to appoint Investor Group acknowledges that each of the New Director and three additional membersDirectors, to be selected by the Board subject to its sole discretion, to the Committee. The Committee shall be responsible for reviewing opportunities to enhance shareholder value, and shall present formal recommendations to the Board for review and approval. Upon Fund’s request, the Committee shall use its reasonable efforts to meet with Fund at least once prior to June 30, 2024, so Fund has a reasonable opportunity to share its views with the Committee with respect to opportunities to enhance shareholder value. (d) Until the Termination Date and as long as Fund’s Net Long Position remains at or above the lesser of (x) 1,161,849 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations, and recapitalizations) and (y) five percent (5%) of the outstanding shares of the Common Stock: (i) If the New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve as a director, the Company and Fund shall cooperate in good faith to select, and the Company shall appoint, as promptly as practicable, a Qualified Candidate mutually agreeable to the Company and Fund (any such replacement director, once appointed upon election to the Board, the “Replacement Director”), to shall serve as a director member of the Company for Board and shall comply with the remainder terms of the New Director’s term. A Replacement Director who is appointed to the Board shall be considered a New Director for purposes of this Agreement. As used in this Agreement, “Qualified Candidate” means an individual who (1) qualifies as an “independent director” under the applicable rules of the U.S. Securities and Exchange Commission, the rules of any stock exchange on which the Company is traded and the applicable governance policies of the Company, (2) is not a current or former principal, Affiliate or controlled Associate of Fund, (3) serves on no more than a total of three (3) other public company boards of directors, and (4) meets all other qualifications required for service as a director set forth in the Company’s Amended and Restated Articles Certificate of Incorporation (as may be amended and supplemented from time to time, the “Charter”) or the ), Amended and Restated Bylaws (as may be amended from time to time, the “Bylaws”), committee charters, and corporate governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies and guidelines and similar governance principlesdocuments, policies, procedures, processes, codes, rules, standards and guidelines that are applicable to all of the Company’s non-employee directors. (d) Each of the New Directors will be entitled to the same director benefits as other non-employee members of the Board, including, but not limited to, (i) compensation for such director’s service as a director and reimbursement of such director’s expenses on the same basis as all other non-employee directors of the Company; (ii) equity-based compensation grants and other benefits on the same basis as all other non-employee directors of the Company; and (iii) the same rights of indemnification advancement and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company as such rights may exist from time to time. (e) If any of the New Directors 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 Termination Date (as defined below) and at such time the Investor Group maintains an aggregate Net Long Position of at least 2.5% of the Company’s then outstanding shares of Common Stock, the Investor Group shall have the ability to recommend a replacement person(s) (any such person shall be referred to as a “Replacement Appointee”) for appointment to the Board. Any Replacement Appointee shall (i) qualify as “independent” of the Company pursuant to the listing standards of the Nasdaq, (ii) have relevant business, financial or governance expertise to be a director of the Company, (iii) satisfy customary director nomination and onboarding procedures that are consistent with the Board’s past practice with all directors sitting on the Board, and any similar documents applicable (iv) be reasonably acceptable to directors the Board (collectivelysuch acceptance not to be unreasonably withheld, conditioned or delayed). Upon the recommendation of a Replacement Appointee by the Investor Group, the “Governance Documents”).Board and/or any applicable committee thereof shall make its determination regarding whether such Replacement Appointee meets the foregoing criteria no later than ten (10) Business Days after such recommendation; provided, however, that if the Board does not accept such Replacement Appointee as recommended, the Parties shall continue to follow the aforementioned procedures until a Replacement Appointee is appointed or elected to the Board as recommended by the Investor Group. Subject to applicable national securities exchange rules and applicable law, upon a Replacement Appointee’s appointment to the Board, the Board and all applicable committees of the Board shall take all actions necessary to appoint such Replacement Appointee to any applicable committee(s) of the Board of which the applicable New Director was a member immediately prior to such applicable New Director becoming unable or unwilling to serve as a

Board Composition and Related Matters. (a) Simultaneously with Effective as of the execution of this AgreementEffective Date, the Board Company shall take all necessary actions to (i) increase the size of the Board to twelve nine (129) directors and (ii) appoint each of Sxxxxx X. Xxxxxxxx Xxxxxxxx Duty and Axxxxx X. Xxxx (together, the “Initial New DirectorDirectors”) to the Board as a director directors, each with a term expiring at the 2024 annual meeting of shareholders (the “2024 Annual Meeting”) Meeting or until his their earlier death, disability, resignation, disqualification, or removal. At As soon as reasonably practicable after the date hereof (and in any event prior to September 6, 2024), the Company shall take all necessary actions to appoint an individual that is mutually agreeable to the Company and Alta (the “Company Identified New Director”, and together with the Initial New Directors, the “New Directors”) to the Board as a director, with a term expiring at the next annual meeting of shareholders or until his or her earlier death, disability, resignation, disqualification, or removal, it being understood that such Company Identified New Director shall be the individual previously identified by the Company to Alta in writing, unless such individual informs the Company in writing that he or she is not able to join the Board at such time, in which case the Company and Alta shall cooperate in good faith to select, and the Board shall appoint, as promptly as practicable, an alternative independent director mutually agreeable to the Company and Alta; provided, however, that any such alternative director shall not be a principal, officer, manager, employee, Affiliate or Associate of Alta. The Company shall take all necessary actions (1) to nominate the Initial New Directors for election to the Board at the 2024 Annual Meeting and the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”), (2) to include the Initial New Directors in the Company’s proxy statement and proxy card for the 2024 Annual Meeting and the 2025 Annual Meeting, the Board shall nominate the New Director for election and shall recommend, support, and (3) to solicit proxies for the election of the Initial New Director Directors in a respect of the 2024 Annual Meeting and the 2025 Annual Meeting in the same manner no less rigorous and favorable than the manner in which the Company recommends, supports, and as it solicits proxies for the election of its the Company’s other director nominees, and support and recommend for the election of the Initial New Directors in respect of the 2024 Annual Meeting and the 2025 Annual Meeting in the same manner as it supports and recommends for the election of the Company’s other director nominees. (b) The size If any of the Board shall be no more than twelve (12) directors until the 2024 Annual Meeting, and no more than eleven (11) directors from the completion of the 2024 Annual Meeting until the Termination Date (as defined below). (c) As promptly as practicable (and in any event within three (3) Business Days) following the execution of this Agreement, the Board shall take all necessary actions to form a Shareholder Value Initiatives Committee of the Board (the “Committee”), and to appoint the Initial New Director and three additional members, to be selected by the Board subject to its sole discretion, to the Committee. The Committee shall be responsible for reviewing opportunities to enhance shareholder value, and shall present formal recommendations to the Board for review and approval. Upon Fund’s request, the Committee shall use its reasonable efforts to meet with Fund at least once prior to June 30, 2024, so Fund has a reasonable opportunity to share its views with the Committee with respect to opportunities to enhance shareholder value. (d) Until the Termination Date and as long as Fund’s Net Long Position remains at or above the lesser of (x) 1,161,849 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations, and recapitalizations) and (y) five percent (5%) of the outstanding shares of the Common Stock: (i) If the New Director (or any Replacement Director (as defined below)) Directors is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or ceases to be a director for any other reason fails prior to serve the Termination Date, and at such time Alta holds a Net Long Position (as a directordefined below) at or above 4.0% of the Common Shares (as defined below) then-outstanding, the Company and Fund Alta shall cooperate in good faith to select, and the Company Board shall appoint, as promptly as practicable, a Qualified Candidate director mutually agreeable to the Company and Fund Alta (any such replacement director, once appointed to the Board, the a “Replacement Director”)) who qualifies as “independent” pursuant to Nasdaq’s listing standards, and who satisfies the Company Policies applicable to all directors, to serve as a director of the Company for the remainder of the applicable Initial New Director’s term. A ; provided, however, that any Replacement Director who is appointed shall not be a principal, officer, manager, employee, Affiliate or Associate of Alta. Upon appointment to the Board Board, a Replacement Director shall be considered a an Initial New Director for purposes of this Agreement. (c) Dxxxx X. Xxxxxxx and Dx. As used in this Agreement, “Qualified Candidate” means an individual who (1) qualifies as an “independent director” under Xxxxxxx X. Pasternak have informed the applicable rules Company of their decision not to stand for reelection to the Board at the 2024 Annual Meeting. Following the 2024 Annual Meeting and the appointment of the U.S. Securities and Exchange CommissionCompany Identified New Director to the Board, the rules Board shall take all necessary actions to decrease the size of any stock exchange the Board to eight (8) directors. (d) Axxx confirms that, effective as of the Effective Date, Alta Master has irrevocably withdrawn the 14a-19 Notice. (e) The Company agrees to use its reasonable best efforts to hold the 2024 Annual Meeting no later than September 6, 2024, and to hold the 2025 Annual Meeting no later than June 30, 2025; provided, however, that the foregoing shall not apply with respect to the 2025 Annual Meeting if such meeting is contested (with the number of nominees to be voted on which at the meeting exceeding the number of directors to be elected) or the Company has entered into a definitive agreement with respect to an Extraordinary Transaction that is traded and the applicable governance policies subject to a vote of the Company’s shareholders. (f) Upon the Initial New Directors’ appointment to the Board, (2) is not a current or former principalthe Board shall take all necessary actions to appoint Mr. Duty to the Nominating and Corporate Governance Committee of the Board and Mx. Xxxx to the Audit Committee of the Board. Any additional committee appointments for the Initial New Directors shall be determined by the Board in good faith, Affiliate or controlled Associate of Fund, (3) serves on no more than a total of three (3) other public company boards of directorsin accordance with the Board’s customary governance processes, and the Board shall give each of the Initial New Directors the same due consideration for committee membership as any other independent director with similar expertise and qualifications. (4g) meets all other qualifications Alta acknowledges that the Initial New Directors are required for service as a director set forth in to comply with the Company’s Amended and Restated Articles of Incorporation (as may be amended from time to time, the “Charter”) or the Amended and Restated Bylaws (as may be amended from time to time, the “Bylaws”)organizational documents, committee charters, corporate governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies and guidelines and other governance principlesdocuments, policies and procedures and applicable law, in each case as generally applicable to the Company’s directors (the “Company Policies”). Alta acknowledges that the Initial New Directors are required to preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees. Alta shall not, and shall cause its Affiliates and Associates not to, intentionally seek confidential Company information from any similar documents applicable Initial New Director. (h) Axxx agrees that there shall be no contracts, plans or arrangements, written or otherwise, in effect prior to the Termination Date, between Alta and any Initial New Director providing for any compensation, reimbursement of expenses or indemnification of any Initial New Director in connection with or related to such Initial New Director’s service on the Board. (i) The Company shall provide the New Directors with (i) the same benefits of director and officer insurance as all other non-management directors of the Board, (collectivelyii) the same compensation for their service as a director as the compensation received by other non-management directors on the Board, and (iii) such other benefits on the “Governance Documents”)same basis as all other non-management directors on the Board.