Common use of Board Matters Clause in Contracts

Board Matters. (a) Prior to the execution of this Agreement (i) the Nominating and Governance Committee of the Board has reviewed and approved the qualifications of J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, M▇▇ ▇. ▇▇▇▇▇▇, A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (each individually, a “Barington Director” and collectively, the “Barington Directors”) to serve as members of the Board and (ii) the Board has determined that each of the Barington Directors are “independent” as defined by the listing standards of the New York Stock Exchange (a person qualifying as independent, as so defined, an “Independent Director”); (b) Concurrently with the execution of this Agreement, (i) the Company shall increase the size of the Board from nine (9) to ten (10) directors; (ii) the Barington Directors shall be appointed as members of the Board, to serve as directors until the expiration of the term ending at the Company’s 2006 Annual Meeting and until their successors have been duly elected and qualified or until their earlier death, resignation or removal; provided, however, that the appointment of A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to the Board is subject to the approval of M▇. ▇▇▇▇▇▇▇▇’▇ prior employer; provided further that, if M▇. ▇▇▇▇▇▇▇▇ does not receive such approval, or if he is unable to serve for any other reason, then the Barington Group will propose another person to fill the Board vacancy in accordance with the provisions of Section 3(f); (iii) a Barington Director shall be appointed to serve on each standing committee (including, without limitation, the Audit Committee, the Nominating and Governance Committee and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) of the Board, in each case for the duration of the Standstill Period (as defined below), and a Barington Director shall be appointed to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, in each case, that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and (iv) J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be appointed to serve on the special committee of the Board that has been formed to search for a new chief executive officer of the Company, which committee shall consist of one Barington Director and the chairpersons of the Board’s Audit Committee, Nominating and Governance Committee and Human Resources Committee (the “Search Committee”). (c) The Search Committee shall use its reasonable best efforts to find, and the Board shall use its reasonable best efforts to appoint, a new chief executive officer as promptly as practicable. Only candidates for the chief executive officer position that have been reviewed and unanimously approved by the Search Committee will be considered by the Board. All members of the Search Committee shall be integrally involved in all material aspects of the search for a new chief executive officer. The size of the Board shall not be increased or decreased during the Standstill Period without the prior written consent of the Barington Group, provided, however, that upon the Board’s approval and the Company’s hiring of a new chief executive officer, such individual may be added to the Board as an eleventh director. (d) The Company shall include each Barington Director in the Board’s slate of nominees for election as a director of the Company and use its reasonable best efforts to cause the election of each Barington Director at the Company’s 2006 and 2007 annual meetings of shareholders including, without limitation, recommending that the Company’s shareholders vote in favor of the election of the Barington Directors at each such annual meeting and voting the shares of Common Stock represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board of Directors in connection with such meetings in favor of the Barington Directors, except for such proxies that specifically indicate a vote to withhold authority with respect to the Barington Directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. (e) The Barington Group agrees to vote in favor of the Board’s slate of nominees for election as directors of the Company at the 2006 and 2007 annual meetings of shareholders, provided that each such slate includes the Barington Directors. (f) If at any time during the Standstill Period there shall occur a vacancy in a Board seat either (x) previously occupied by a Barington Director by reason of the resignation, removal, death or incapacity of such Barington Director, or (y) as a result of the proviso set forth in Section 3(b)(ii) above, then the Company shall take all necessary action to promptly fill such vacancy by a person proposed by the Barington Group that meets the qualifications of an Independent Director, unless the Nominating and Governance Committee reasonably determines in good faith that such person does not meet the qualifications of the Board as then in effect, in which case the Barington Group shall promptly propose another person so qualified to be appointed in accordance with the provisions of this Section 3(f). If, as a result of the vacancy described in the first sentence of this Section 3(f), any of the Board’s standing or special committees does not include a Barington Director, the Board shall immediately appoint another Barington Director to serve on such committee or committees, provided that such Barington Director is then qualified to serve on such committee under applicable legal requirements and listing standards. Any replacement director appointed pursuant to this Section 3(f) shall also be referred to as a “Barington Director.” (g) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington Group, that the Board has authorized and approved this Agreement and the execution and performance hereof and has performed each of the covenants and agreements of the Company set forth herein that are required to be performed prior to or concurrently with the execution of this Agreement.

Board Matters. (a) Prior The Company hereby agrees to cause the execution of this Agreement Board (i) the Nominating and Governance Committee to appoint each of the Board has reviewed and approved the qualifications of J▇▇L▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇ and M▇▇ ▇. ▇▇▇▇▇▇, A▇▇▇ ▇. ▇▇▇▇▇▇▇ (together, the "Nominees") as a Class III director, (ii) to cause the members of the Investment Committee to consist of the Nominees, W▇▇ and J▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇ (each individually, a “Barington Director” . and collectively, the “Barington Directors”) to serve as members of the Board and (ii) the Board has determined that each of the Barington Directors are “independent” as defined by the listing standards of the New York Stock Exchange (a person qualifying as independent, as so defined, an “Independent Director”); (b) Concurrently with the execution of this Agreement, (i) the Company shall increase the size of the Board from nine (9) to ten (10) directors; (ii) the Barington Directors shall be appointed as members of the Board, to serve as directors until the expiration of the term ending at the Company’s 2006 Annual Meeting and until their successors have been duly elected and qualified or until their earlier death, resignation or removalone additional independent director; provided, however, that during the appointment Standstill Period (as defined in Section 2.1), the Investment Committee may recommend to the Board that an additional member of A▇▇▇ the Board be added to the Investment Committee; and provided further that the Board may fill any vacancies occurring on the Investment Committee during the Standstill Period, (iii) to amend the Charter of the Investment Committee as set forth in Exhibit A hereto, (iv) to nominate the Nominees for election to the Board at the 2015 annual meeting of stockholders of the Company (the "2015 Annual Meeting"), in each case as a Class III director to serve until the 2018 annual meeting of stockholders and until their successors are duly elected and qualified, (v) to recommend a vote "for" the Nominees and (vi) to solicit the Company's stockholders to vote for the Nominees in the same manner as other nominees of the Company standing for election as directors. (b) Prior to the date hereof, M▇. ▇▇▇▇▇▇▇▇▇ has delivered to the Company a fully completed copy of the Company's customary director onboarding documentation. (c) CAI Master, on behalf of itself and each S▇▇▇▇▇▇ Group Member, hereby irrevocably withdraws the Notice and any related materials or notices submitted to the Company in connection therewith. (d) If, during the Standstill Period (as defined in Section 2.1), M▇. ▇▇▇▇▇▇▇▇▇ resigns or is otherwise unable or unwilling to serve as a director, and at such time the S▇▇▇▇▇▇ Group beneficially owns in the aggregate at least seventy five percent (75%) of the Common Stock held as of the date hereof (the "Minimum Ownership Threshold"), S▇▇▇▇▇▇ shall have the ability to recommend a substitute person(s) in accordance with this Section 1.1(d) (any such replacement nominee shall be referred to as the "S▇▇▇▇▇▇ Replacement Director"). Any S▇▇▇▇▇▇ Replacement Director recommended by S▇▇▇▇▇▇ must meet the following criteria: (i) such person is independent of all S▇▇▇▇▇▇ Group Members, (ii) such person will qualify as "independent" pursuant to the New York Stock Exchange listing standards, (iii) such person has the relevant financial and business experience to be a director of the Company and (iv) such person meets the guidelines and policies with respect to service on the Board is as in effect as of the date of this Agreement, or such additional or amended guidelines and policies approved by the Board (clauses (i)-(iv), the "Director Criteria"). In the event the Nominating and Corporate Governance Committee and/or the Board do not accept a substitute person recommended by S▇▇▇▇▇▇ as the S▇▇▇▇▇▇ Replacement Director, S▇▇▇▇▇▇ shall have the right to recommend additional substitute person(s) meeting the Director Criteria whose appointment shall be subject to the approval acceptance of the Nominating and Corporate Governance Committee and the Board. Any S▇▇▇▇▇▇ Replacement Director shall be mutually acceptable to (i) the Nominating and Corporate Governance Committee and the Board and (ii) S▇▇▇▇▇▇ (on behalf of the S▇▇▇▇▇▇ Group), which acceptance shall not be unreasonably delayed or withheld, and the Company agrees to cause the Board to appoint such individual as a Class III director and otherwise treat such individual as a Nominee. If at any time during the Standstill Period, the S▇▇▇▇▇▇ Group's aggregate beneficial ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of S▇▇▇▇▇▇ pursuant to this Section 1.1(d) to participate in the recommendation of a S▇▇▇▇▇▇ Replacement Director to fill the vacancy caused by the resignation of M▇. ▇▇▇▇▇▇▇▇’▇ prior employer; provided further that, if M▇shall automatically terminate. ▇▇▇▇▇▇▇▇ does not receive such approval, or if he is unable to serve for any other reason, then the Barington Group will propose another person to fill the Board vacancy in accordance with the provisions of Section 3(f); (iii) a Barington Director shall be appointed to serve on each standing committee (including, without limitation, the Audit Committee, the Nominating and Governance Committee and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) of the Board, in each case for the duration of the Standstill Period (as defined below), and a Barington Director shall be appointed to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, in each case, that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and (iv) J▇▇▇▇ ▇. ▇▇▇▇▇S▇▇▇▇▇▇ shall be appointed to serve on the special committee of the Board that has been formed to search for a new chief executive officer of the Company, which committee shall consist of one Barington Director and the chairpersons of the Board’s Audit Committee, Nominating and Governance Committee and Human Resources Committee (the “Search Committee”). (c) The Search Committee shall use its reasonable best efforts to find, and the Board shall use its reasonable best efforts to appoint, a new chief executive officer as promptly as practicable. Only candidates for the chief executive officer position that have been reviewed and unanimously approved by the Search Committee will be considered by the Board. All members of the Search Committee shall be integrally involved in all material aspects of the search for a new chief executive officer. The size of the Board shall not be increased or decreased during the Standstill Period without the prior written consent of the Barington Group, provided, however, that upon the Board’s approval and the Company’s hiring of a new chief executive officer, such individual may be added to the Board as an eleventh director. (d) The Company shall include each Barington Director in the Board’s slate of nominees for election as a director of notify the Company and use its reasonable best efforts to cause in writing at such time as the election of each Barington Director at the Company’s 2006 and 2007 annual meetings of shareholders including, without limitation, recommending that the Company’s shareholders vote in favor of the election of the Barington Directors at each such annual meeting and voting the shares S▇▇▇▇▇▇ Group's aggregate beneficial ownership of Common Stock represented by all proxies granted by shareholders in connection with decreases to less than the solicitation of proxies by the Board of Directors in connection with such meetings in favor of the Barington Directors, except for such proxies that specifically indicate a vote to withhold authority with respect to the Barington Directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendationsMinimum Ownership Threshold. (e) The Barington Group agrees to vote in favor of the Board’s slate of nominees for election as directors of the Company at the 2006 and 2007 annual meetings of shareholders, provided that each such slate includes the Barington Directors. (f) If at any time during the Standstill Period there shall occur a vacancy in a Board seat either (x) previously occupied by a Barington Director by reason of the resignation, removal, death or incapacity of such Barington Director, or (y) as a result of the proviso set forth in Section 3(b)(ii) above, then the Company shall take all necessary action to promptly fill such vacancy by a person proposed by the Barington Group that meets the qualifications of an Independent Director, unless the Nominating and Governance Committee reasonably determines in good faith that such person does not meet the qualifications of the Board as then in effect, in which case the Barington Group shall promptly propose another person so qualified to be appointed in accordance with the provisions of this Section 3(f). If, as a result of the vacancy described in the first sentence of this Section 3(f), any of the Board’s standing or special committees does not include a Barington Director, the Board shall immediately appoint another Barington Director to serve on such committee or committees, provided that such Barington Director is then qualified to serve on such committee under applicable legal requirements and listing standards. Any replacement director appointed pursuant to this Section 3(f) shall also be referred to as a “Barington Director.” (g) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington Group, that the Board has authorized and approved this Agreement and the execution and performance hereof and has performed each of the covenants and agreements of the Company set forth herein that are required to be performed prior to or concurrently with the execution of this Agreement.

Board Matters. (a) Prior to a. The Corporation shall, effective immediately following the execution and delivery of this Agreement Agreement, (i) increase the Nominating and Governance Committee size of the Board has reviewed from eleven (11) to thirteen (13) directors, and approved the qualifications of J(ii) appoint ▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, M▇▇ ▇. ▇▇▇▇▇▇, A▇▇▇ ▇. ▇and ▇▇▇▇▇▇▇ and J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (each individually, a “Barington Director” and collectively, the “Barington New Independent Directors,” and individually a “New Independent Director”) to serve as members directors of the Corporation, each with a term expiring at the 2025 annual Shareholder Meeting. During the Standstill Period (as defined below), the Board and all applicable committees of the Board and (ii) the Board has determined that each of the Barington Directors are “independent” as defined by the listing standards of the New York Stock Exchange (a person qualifying as independent, as so defined, an “Independent Director”); (b) Concurrently with the execution of this Agreement, (i) the Company shall not increase the size of the Board from nine (9) prior to ten (10) directors; (ii) the Barington Directors shall be appointed as members of the Board, to serve as directors until the expiration of the term ending at the Company’s 2006 Annual Meeting and until their successors have been duly elected and qualified or until their earlier death, resignation or removal; provided, however, that the appointment of A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to the Board is subject to the approval of M▇. ▇▇▇▇▇▇▇▇’▇ prior employer; provided further that, if M▇. ▇▇▇▇▇▇▇▇ does not receive such approval, or if he is unable to serve for any other reason, then the Barington Group will propose another person to fill the Board vacancy in accordance with the provisions of Section 3(f); (iii) a Barington Director shall be appointed to serve on each standing committee (including, without limitation, the Audit Committee, the Nominating and Governance Committee and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) of the Board, in each case for the duration of the Standstill Period (as defined below), and a Barington Director shall be appointed to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, in each case, that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and more than thirteen (iv13) J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be appointed to serve on the special committee of the Board that has been formed to search for a new chief executive officer of the Company, which committee shall consist of one Barington Director and the chairpersons of the Board’s Audit Committee, Nominating and Governance Committee and Human Resources Committee (the “Search Committee”). (c) The Search Committee shall use its reasonable best efforts to find, and the Board shall use its reasonable best efforts to appoint, a new chief executive officer as promptly as practicable. Only candidates for the chief executive officer position that have been reviewed and unanimously approved by the Search Committee will be considered by the Board. All members of the Search Committee shall be integrally involved in all material aspects of the search for a new chief executive officer. The size of the Board shall not be increased or decreased during the Standstill Period directors without the prior written consent of the Barington Group, provided, however, that upon the Board’s approval and the Company’s hiring of a new chief executive officer, such individual may be added to the Board as an eleventh directorInvestor Parties. (d) b. The Company Corporation shall include each Barington the New Independent Directors (or any Replacement Director (as defined below) thereof, as applicable) in the BoardCorporation’s slate of nominees for election as a director directors of the Company Corporation at the 2025 annual Shareholder Meeting and shall use its commercially reasonable best efforts to cause the election of each Barington Director the New Independent Directors (or any Replacement Director, as applicable) to the Board at the Company’s 2006 and 2007 2025 annual meetings of shareholders including, without limitation, Shareholder Meeting (including the Board recommending that the CompanyCorporation’s shareholders vote in favor of the election of the Barington New Independent Directors at each such (or any Replacement Director, as applicable) in the Corporation’s proxy statement for the 2025 annual meeting Shareholder Meeting and voting otherwise supporting the shares of Common Stock represented by all proxies granted by shareholders New Independent Directors for election in connection with a manner no less rigorous and favorable than the solicitation of proxies by manner in which the Board of Directors Corporation supports its other nominees in connection with such meetings in favor of the Barington Directors, except for such proxies that specifically indicate a vote to withhold authority with respect to the Barington Directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendationsaggregate). (e) The Barington Group agrees to vote in favor of the Board’s slate of nominees for election as directors of the Company at the 2006 and 2007 annual meetings of shareholdersc. If, provided that each such slate includes the Barington Directors. (f) If at any time during the Standstill Period there shall occur a vacancy (as defined below), either New Independent Director resigns from the Board or is rendered unable (due to death or disability) to, or refuses to, serve on the Board, and at all times since the date of this Agreement and at such time the Investor Parties Beneficially Own in a Board seat either (x) previously occupied by a Barington Director by reason the aggregate at least 1% of the resignation, removal, death or incapacity of such Barington Director, or (y) as a result of the proviso set forth in Section 3(b)(ii) aboveCommon Stock, then the Company Investor Parties shall take all necessary action have the right to identify a replacement (who shall qualify as “independent” pursuant to the rules of the NASDAQ Stock Exchange and the applicable rules and regulations of the Securities and Exchange Commission) to fill the resulting vacancy caused by such New Independent Director’s departure from the Board and any such person shall be promptly fill appointed to the Board, subject to the good faith review and approval of such vacancy by a person proposed (such approval not to be unreasonably conditioned, withheld or delayed) by the Barington Group Corporation’s Governance/Nominating Committee and the Board (any such replacement director, a “Replacement Director”); provided that meets a Replacement Director shall not be an Investor Party, any Investor Affiliate (as defined below), or employee of any Investor Party. Upon a Replacement Director’s appointment to the qualifications Board, such Replacement Director shall be deemed to be a New Independent Director for all purposes under this Agreement. d. Effective immediately following the execution and delivery of this Agreement, the Board and all applicable committees thereof will take such actions as are necessary to form an Independent Directoradvisory committee of the Board, unless to be named the Nominating Finance Committee (the “Committee”). The Committee is an advisory committee responsible for making recommendations to the Board regarding the Corporation’s capital allocation strategy and Governance business portfolio. In accordance with Delaware law and the Corporation’s Amended and Restated Bylaws, the Board will cause the Committee reasonably determines in good faith that such person does not meet the qualifications to be composed of five members: ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and three other members of the Board as then in effect, in which case serving on the Barington Group shall promptly propose another person so qualified Board prior to be appointed in accordance with the provisions execution of this Agreement, who will initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇, with ▇▇▇▇▇▇ ▇▇▇▇▇▇ to serve as Chair of the Committee. During the Standstill Period, the composition of the Committee shall remain as specified in this Section 3(f). If1.d. e. While each New Independent Director (and any Replacement Director, as applicable) serves as a result of the vacancy described in the first sentence of this Section 3(f), any director of the Board’s standing , he or special committees does not include a Barington Directorshe shall receive compensation (including equity-based compensation, if any), an annual retainer, and benefits (including expense reimbursements) on the Board shall immediately appoint another Barington Director to serve on such committee or committees, provided that such Barington Director is then qualified to serve on such committee under applicable legal requirements and listing standards. Any replacement director appointed pursuant to this Section 3(f) shall also be referred to same basis as a “Barington Directorall other nonemployee directors of the Corporation as determined by the Board.” (g) Concurrently f. Concurrent with the execution of this Agreement, Ancora Catalyst Institutional, LP and the Company shall provide evidenceInvestor Parties hereby irrevocably withdraw the Nomination Notice and any related materials or notices. g. The New Independent Directors (and any Replacement Director, reasonably satisfactory as applicable) will be subject to the Barington Groupsame protections and obligations regarding confidentiality, that conflicts of interest, related-party transactions, fiduciary duties (as set forth under Delaware law), codes of conduct, trading and disclosure policies (including the Board has authorized Corporation’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy), director resignation policy, stock ownership guidelines and approved this Agreement other governance guidelines and the execution and performance hereof and has performed each policies of the covenants Corporation as other directors, as amended from time to time (collectively, the “Corporation Policies”), and agreements shall have the same rights and benefits, including with respect to insurance, indemnification, compensation and fees, as are applicable to all nonemployee directors of the Company set forth herein that are required Corporation. The Corporation shall make available to be performed prior the New Independent Directors (and any Replacement Director, as applicable) copies of all Corporation Policies not publicly available on the Corporation’s website. At all times while a New Independent Director (and any Replacement Director, as applicable) is serving as a member of the Board, (i) such New Independent Director shall not disclose any confidential information of the Corporation and/or its subsidiaries to any of the Investor Parties or concurrently with the execution any “Affiliate” or “Associate” (for purposes of this Agreement, as each is defined in Rule 12b-2 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of each Investor Party (collectively and individually, the “Investor Affiliates”) and (ii) each Investor Party shall not, and shall cause the Investor Affiliates not to, seek to obtain confidential information of the Corporation and/or its subsidiaries from any New Independent Director (or any Replacement Director, as applicable) or other director. h. Notwithstanding anything to the contrary in this Agreement, the rights and privileges set forth in this Agreement shall be personal to the Investor Parties, respectively, and may not be transferred or assigned to any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature (each, a “Person”), except that the Investor Parties shall be permitted to transfer or assign this Agreement to their respective controlled Affiliates, provided that any such transfer or assignment shall not relieve any transferring Investor Party of its or their obligations under this Agreement. i. For purposes of this Agreement, the term “Beneficially Own” or variations thereof shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

Board Matters. (a) Prior to The Board will, within two business days following the execution and delivery of this Agreement Agreement, (i) temporarily increase the Nominating and Governance Committee size of the Board has reviewed and approved the qualifications of J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇from 10 to 11 directors, M▇▇ ▇. ▇▇▇▇▇▇, A▇▇▇ ▇. ▇▇▇(ii) appoint ▇▇▇▇▇ and J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (each individually, a “Barington Director” and collectively, the “Barington DirectorsFirst New Director”) to serve as members a director of the Board Company with a term expiring at the 2023 Annual Meeting, and (iiiii) the Board has determined that each of the Barington Directors are “independent” as defined by the listing standards of the New York Stock Exchange (a person qualifying as independent, as so defined, an “Independent Director”); (b) Concurrently with the execution of this Agreement, (i) the Company shall increase the size of the Board from nine (9) to ten (10) directors; (ii) the Barington Directors shall be appointed as members of the Board, to serve as directors until the expiration of the term ending at the Company’s 2006 Annual Meeting and until their successors have been duly elected and qualified or until their earlier death, resignation or removal; provided, however, that the appointment of A▇▇▇ ▇. ▇▇appoint ▇▇▇▇▇▇ to the Board is subject to the approval of M▇. ▇▇▇▇▇▇▇▇’▇ prior employer; provided further that, if M▇. ▇▇▇▇▇▇▇▇ does not receive such approval, or if he is unable to serve for any other reason, then the Barington Group will propose another person to fill the Board vacancy in accordance with the provisions of Section 3(f); (iii) a Barington Director shall be appointed to serve on each standing committee (including, without limitation, the Audit Committee, the Nominating and Governance Committee and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) of the Board, in each case for the duration of the Standstill Period (as defined below), and a Barington Director shall be appointed to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, in each case, that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and (iv) J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be appointed as an observer to the Board (the “Observer”). At the 2023 Annual Meeting, one director currently serving on the Board will not stand for reelection. No later than five business days after the 2023 Annual Meeting, the Board will appoint the Observer (the “Second New Director” and together with the First New Director, the “Ancora Appointees” and each, an “Ancora Appointee”) to serve as a director of the Company with a term expiring at the annual meeting of stockholders of the Company to be held in 2024 (the “2024 Annual Meeting”). (b) The Company agrees that during the period commencing on the special committee date hereof until the appointment of the Observer to the Board, the Observer will receive, on a confidential and restricted basis, copies of all documents distributed to the Board, including, without limitation, notice of all meetings of the Board, all written consents executed by the Board, all materials prepared for consideration at any meeting of the Board, and all minutes related to each meeting of the Board that has been formed occurring on or after the date hereof contemporaneous with their distribution to search for a new chief executive officer of the Board. The Company will be entitled to withhold any information and exclude the Observer from any Board or Board committee meeting, or any portion thereof, as is reasonably determined by the Company to be necessary to protect the Company’s attorney-client privilege. The Observer will have the right to attend and participate, which committee shall consist of one Barington Director and the chairpersons but not vote, at all meetings of the Board’s , the Advisory Committee (as defined below) and the Audit Committee, Nominating and Governance Committee and Human Resources Committee of the Board (the “Search Audit Committee”) during this period (whether such meetings are held in person, telephonically or otherwise). As a condition to the Second New Director (or any Replacement (as defined below) thereof, as applicable) serving as the Observer, the Second New Director (or any Replacement thereof, as applicable) will have delivered an undertaking to the Company as set forth on Exhibit A (the “Observer Undertaking”). (c) The Search Committee shall use its reasonable best efforts to findCompany will include the First New Director (or any Replacement thereof, and the Board shall use its reasonable best efforts to appoint, a new chief executive officer as promptly as practicable. Only candidates for the chief executive officer position that have been reviewed and unanimously approved by the Search Committee will be considered by the Board. All members of the Search Committee shall be integrally involved applicable) in all material aspects of the search for a new chief executive officer. The size of the Board shall not be increased or decreased during the Standstill Period without the prior written consent of the Barington Group, provided, however, that upon the Board’s approval and the Company’s hiring of a new chief executive officer, such individual may be added to the Board as an eleventh director. (d) The Company shall include each Barington Director in the Board’s slate of nominees for election as a director of the Company and use its reasonable best efforts to cause the election of each Barington Director at the Company’s 2006 and 2007 annual meetings of shareholders including, without limitation, recommending that the Company’s shareholders vote in favor of the election of the Barington Directors at each such annual meeting and voting the shares of Common Stock represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board of Directors in connection with such meetings in favor of the Barington Directors, except for such proxies that specifically indicate a vote to withhold authority with respect to the Barington Directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. (e) The Barington Group agrees to vote in favor of the Board’s slate of 10 nominees for election as directors of the Company at the 2006 2023 Annual Meeting and 2007 annual meetings will use commercially reasonable efforts to cause the election of shareholdersthe First New Director to the Board at the 2023 Annual Meeting (including the Board recommending that the Company’s stockholders vote in favor of the election of the First New Director in the Company’s proxy statement for the 2023 Annual Meeting and otherwise supporting the First New Director for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (d) Within five business days following the execution and delivery of this Agreement, the Board and all applicable committees thereof will take such actions as are necessary to form an advisory committee of the Board to be named the Capital Allocation and Operations Committee (the “Advisory Committee”). The purpose of the Advisory Committee is to objectively review and provide oversight of the capital allocation and operations of the Company, including the facility consolidation and foundry construction, and to support and make recommendations to the Board and support management’s review of the Company’s capital allocation, operations and strategy and enhanced transparency and disclosures to stockholders. In accordance with Delaware law and the Company’s Amended and Restated Bylaws (the “Bylaws”), the Board will cause the Advisory Committee to initially be composed of three members: the First New Director and two other members of the Board serving on the Board prior to the execution of this Agreement, who will initially be ▇▇▇▇ ▇. ▇’▇▇▇▇▇ (as a non-voting member) and ▇. ▇▇▇▇▇ ▇▇▇▇, with Messrs. Hall and ▇▇▇▇▇▇▇▇ to serve as Co-Chairs of the Advisory Committee, and the Observer will be permitted to participate in the Advisory Committee as provided that each in Section 1(b) hereof. Promptly following the appointment of the Second New Director to the Board, the Board and all applicable committees thereof will take such slate includes actions as are necessary to (i) add the Barington DirectorsSecond New Director to the Advisory Committee, which will then be composed of four members of the Board, and (ii) adjust ▇▇. ▇’▇▇▇▇▇’▇ (or his successor’s) status as a member of the Advisory Committee to include full voting rights. (e) Promptly following the execution and delivery of this Agreement, the Board and all applicable committees thereof will take such actions as are necessary to add the First New Director to the Nominating and Corporate Governance Committee of the Board. The Board and all applicable committees thereof will also take such actions as are necessary to add, effective upon the appointment of the Second New Director to the Board, the Second New Director to the Board’s Audit Committee, subject to applicable rules of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange. (f) If at any time If, during the Standstill Period there shall occur a vacancy (as defined below), any Ancora Appointee resigns from the Board or is rendered unable (due to death or disability) to, or refuses to, serve on the Board for any reason, and at all times since the date of this Agreement and at such time the Ancora Investors Beneficially Own in a Board seat either (x) previously occupied by a Barington Director by reason the aggregate at least 1% of the resignationCompany’s then-outstanding Common Stock (the “Minimum Ownership Level”), removalthen, death or incapacity so long as the Ancora Investors Beneficially Own in the aggregate at least the Minimum Ownership Level, the Ancora Investors shall identify a replacement (who shall qualify as “independent” pursuant to the listing standards of the New York Stock Exchange and the applicable rules and regulations of the SEC) to fill the resulting vacancy caused by such Ancora Appointee’s departure from the Board and any such person will be appointed to the Board within five business days following, and subject to, the good faith review and approval of such Barington Directorperson (such approval not to be unreasonably conditioned, withheld or (ydelayed) as a result of the proviso set forth in Section 3(b)(ii) above, then the Company shall take all necessary action to promptly fill such vacancy by a person proposed by the Barington Group that meets the qualifications of an Independent Director, unless Board after the Nominating and Corporate Governance Committee reasonably determines in good faith that such person does not meet the qualifications of has made a recommendation to the Board as then in effecton whether to approve any such person, in which case the Barington Group shall promptly propose another person so qualified to be appointed in accordance with the provisions of this Section 3(f(any such replacement director, a “Replacement”). If, as a result of the vacancy described in the first sentence of this Section 3(f), any of the Board’s standing or special committees does not include a Barington Director, the Board shall immediately appoint another Barington Director to serve on such committee or committees, ; provided that such Barington Director is then qualified to serve on such committee under applicable legal requirements and listing standardsa Replacement will not be any Ancora Investor or any Affiliate, Associate or employee of any Ancora Investor. Any replacement director appointed Replacement designated pursuant to this Section 3(f1(f) shall also as replacing the First New Director (or any Replacement thereof, as applicable) prior to the 2023 Annual Meeting will stand for election at the 2023 Annual Meeting together with the Company’s other nominees. Any Replacement designated pursuant to this Section 1(f) as replacing the Second New Director (or any Replacement thereof, as applicable) before the initial appointment of the Second New Director to the Board pursuant to Section 1(a), will be referred appointed to as a “Barington Directorthe Board pursuant to Section 1(a), and, before the date of such appointment, will be deemed to be the Observer upon the execution of the Observer Undertaking pursuant to Section 1(b).” (g) Concurrently Upon a Replacement’s appointment to the Board, such Replacement will be deemed to be an Ancora Appointee for all purposes under this Agreement; provided that if a Replacement of the Second New Director (or any Replacement thereof, as applicable) occurs before the appointment of the Second New Director (or any Replacement thereof, as applicable) to the Board, such Replacement will be deemed to be the Observer upon the execution of the Observer Undertaking pursuant to Section 1(b). (h) Concurrent with the execution of this Agreement, Ancora Catalyst Institutional hereby irrevocably withdraws the Nomination Notice. (i) The Company will hold the 2023 Annual Meeting no later than on February 16, 2023. (j) As a condition to each Ancora Appointee (and each Replacement thereof, as applicable) being appointed to the Board, each Ancora Appointee (and each Replacement thereof, as applicable) will have delivered an executed letter to the Company shall provide evidence, reasonably satisfactory to in the Barington Group, that the Board has authorized and approved this Agreement and the execution and performance hereof and has performed each of the covenants and agreements of the Company set forth herein that are required to be performed prior to or concurrently with the execution of this Agreement.form attached hereto as Exhibit B.

Board Matters. a. The Company will include ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ (athe “Directors”) Prior (or any Replacement Director thereof (as defined below), as applicable) in the Company’s slate of twelve (12) nominees for election as directors of the Company at the 2024 annual meeting of stockholders of the Company (the “2024 Annual Meeting”) and will use commercially reasonable efforts to cause the election of the Directors to the Board at the 2024 Annual Meeting (including the Board recommending that the Company’s stockholders vote in favor of the election of the Directors in the Company’s proxy statement for the 2024 Annual Meeting and otherwise supporting the Directors for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). The Board and all applicable committees of the Board shall not increase the size of the Board prior to the expiration of the Standstill Period (as defined below) to more than thirteen (13) directors without the prior written consent of the Investor Group. b. During the Standstill Period, the Board shall maintain the Capital Allocation Advisory Committee of the Board (the “Advisory Committee”) to objectively support and make recommendations to the Board regarding, and support management’s review of, the Company’s capital allocation strategy. In accordance with Delaware law and the Company’s Amended and Restated Bylaws (the “Bylaws”), the Board will cause the Advisory Committee to be composed of five (5) members: each of the Directors and three (3) other members of the Board serving on the Board prior to the execution of this Agreement (i) the Nominating and Governance Committee of the Board has reviewed and approved the qualifications of JAgreement, who will initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇, M▇▇ ▇. ▇▇▇▇▇▇, A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (each individually, a “Barington Director” and collectively, the “Barington Directors”) to serve as members of the Board and (ii) the Board has determined that each of the Barington Directors are “independent” as defined by the listing standards of the New York Stock Exchange (a person qualifying as independent, as so defined, an “Independent Director”); (b) Concurrently with the execution of this Agreement, (i) the Company shall increase the size of the Board from nine (9) to ten (10) directors; (ii) the Barington Directors shall be appointed as members of the Board, to serve as directors until the expiration of the term ending at the Company’s 2006 Annual Meeting and until their successors have been duly elected and qualified or until their earlier death, resignation or removal; provided, however, that the appointment of A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to the Board is subject to the approval of M▇. ▇▇▇▇▇▇▇▇’▇ prior employer; provided further that, if M▇. ▇▇▇▇▇▇▇▇ does not receive such approval, or if he is unable to serve for any other reason, then the Barington Group will propose another person to fill the Board vacancy in accordance with the provisions of Section 3(f); (iii) a Barington Director shall be appointed to serve on each standing committee (including, without limitation, the Audit Committee, the Nominating and Governance Committee and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) of the Board, in each case for the duration of the Standstill Period (as defined below), and a Barington Director shall be appointed to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, in each case, that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and (iv) J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, with ▇▇. ▇▇▇▇▇▇▇▇▇ shall be appointed to serve on the special committee as Chair of the Board that has been formed to search for a new chief executive officer Advisory Committee. During the Standstill Period, the composition of the Company, which committee Advisory Committee shall consist of one Barington Director remain as specified in this Section 1(b). The Company and the chairpersons of Investor Group shall not amend or modify the Board’s Audit Committee, Nominating and Governance Committee and Human Resources Committee (the “Search Committee”). (c) The Search Committee shall use its reasonable best efforts to find, and the Board shall use its reasonable best efforts to appoint, a new chief executive officer as promptly as practicable. Only candidates Charter for the chief executive officer position that have been reviewed and unanimously approved by the Search Advisory Committee will be considered by the Board. All members of the Search Committee shall be integrally involved in all material aspects of the search for a new chief executive officer. The size of the Board shall not be increased or decreased during the Standstill Period without the prior written consent approval of the Barington Investor Group. c. If, providedduring the Standstill Period: i. ▇▇. ▇▇▇▇▇▇ resigns from the Board or is rendered unable (due to death or disability) to, howeveror refuses to, that upon serve on the Board’s approval Board for any reason, and at all times since the date of the Original Cooperation Agreement and at such time the Investor Group Beneficially Own in the aggregate at least 1.5% of the Company’s hiring of then outstanding Common Stock (the “Company Ownership Level Minimum”), then, so long as Investor Group Beneficially Owns in the aggregate at least the Company Ownership Level Minimum, the Investor Group shall identify a new chief executive officer, such individual may be added replacement (who shall qualify as “independent” pursuant to the rules of the New York Stock Exchange and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”)) to fill the resulting vacancy caused by ▇▇. ▇▇▇▇▇▇’ departure from the Board and any such person shall be promptly appointed to the Board, subject to the good faith review and approval (such approval not to be unreasonably conditioned, withheld or delayed) by the Nominating & Governance Committee of the Board (the “N&G Committee”) and the Board, (any such replacement director, a “Second Replacement Director”); provided that any Second Replacement Director shall not be any member of the Investor Group or any Affiliate, Associate or employee of any member of the Investor Group; or ii. ▇▇. ▇▇▇▇▇▇▇▇▇ resigns from the Board or is rendered unable (due to death or disability) to, or refuses to, serve on the Board for any reason, then, so long as an eleventh Investor Group Beneficially Owns in the aggregate at least the Company Ownership Level Minimum, the Investor Group shall identify three (3) potential replacements (who shall qualify as “independent” pursuant to the rules of the New York Stock Exchange and the applicable rules and regulations of the SEC) to fill the resulting vacancy caused by the ▇▇. ▇▇▇▇▇▇▇▇▇’▇ departure from the Board (the “Proposed Replacements”); provided that such Proposed Replacements shall not be any member of the Investor Group or any Affiliate, Associate or employee of any member of the Investor Group. After completion of the director information and interviews provided for in Section 4, then one (1) of the Proposed Replacements shall be promptly appointed to the Board, subject to the good faith review and approval (such approval not to be unreasonably conditioned, withheld or delayed) by the N&G Committee and the Board (any such replacement director, a “First Replacement Director” and together with the Second Replacement Director, the “Replacement Director”). e. While either of the Directors (dor any Replacement Director, as applicable) The Company shall include each Barington Director in the Board’s slate of nominees for election serves as a director of the Board, such Director shall receive compensation (including equity‑based compensation, if any) for the Board and committee meetings attended, an annual retainer and benefits (including expense reimbursements) on the same basis as all other non‑employee directors of the Company. f. Each of the Directors (and any Replacement Director, as applicable) will be governed by the same protections and obligations regarding confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, trading and disclosure policies, director resignation policy, and other governance guidelines and policies of the Company as other directors, as amended from time to time (collectively, “Company Policies”), and use its reasonable best efforts shall have the same rights and benefits, including with respect to cause insurance, indemnification, compensation and fees, as are applicable to all independent directors of the election Company. The Company shall make available to any Director copies of each Barington Director at all Company Policies not publicly available on the Company’s 2006 website. At all times while any Director (or any Replacement Director, as applicable) is serving as a member of the Board, (i) such Director shall not disclose to the Investor Group, any members of the Investor Group or any “Affiliate” or “Associate” (for purposes of this Agreement, as each is defined in Rule 12b‑2 promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of each such member of the Investor Group (collectively and 2007 annual individually, the “Investor Group Affiliates”) or any other person or entity not affiliated with the Company any confidential information of the Company, and (ii) the Investor Group and each member of the Investor Group shall not, and shall cause their Affiliates not to, seek to obtain confidential information of the Company from any Director (or any Replacement Director). Furthermore, the Investor Group agrees that none of the Directors (or any Replacement Director) may share any information with the Investor Group in respect of the Company which they learn in their capacity as a director of the Company, including discussions or matters considered in meetings of shareholders includingthe Board or any Board committee, at any time, for any reason, without limitation, recommending that the Company’s shareholders vote prior consent. g. Notwithstanding anything to the contrary in favor this Agreement, the rights and privileges set forth in this Agreement shall be personal to the Investor Group and may not be transferred or assigned to any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of the election of the Barington Directors at each such annual meeting and voting the shares of Common Stock represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board of Directors in connection with such meetings in favor of the Barington Directorsany kind or nature (each, a “Person”), except for such proxies that specifically indicate a vote the Investor Group shall be permitted to withhold authority with respect transfer or assign this Agreement to the Barington Directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. (e) The Barington Group agrees to vote in favor of the Board’s slate of nominees for election as directors of the Company at the 2006 and 2007 annual meetings of shareholderstheir respective Affiliates, provided that each any such slate includes the Barington Directors. (f) If at transfer or assignment shall not relieve any time during the Standstill Period there shall occur a vacancy in a Board seat either (x) previously occupied by a Barington Director by reason transferring Investor Group party of the resignation, removal, death or incapacity of such Barington Director, or (y) as a result of the proviso set forth in Section 3(b)(ii) above, then the Company shall take all necessary action to promptly fill such vacancy by a person proposed by the Barington Group that meets the qualifications of an Independent Director, unless the Nominating and Governance Committee reasonably determines in good faith that such person does not meet the qualifications of the Board as then in effect, in which case the Barington Group shall promptly propose another person so qualified to be appointed in accordance with the provisions of its obligations under this Section 3(f)Agreement. If, as a result of the vacancy described in the first sentence of this Section 3(f), any of the Board’s standing or special committees does not include a Barington Director, the Board shall immediately appoint another Barington Director to serve on such committee or committees, provided that such Barington Director is then qualified to serve on such committee under applicable legal requirements and listing standards. Any replacement director appointed pursuant to this Section 3(f) shall also be referred to as a “Barington Director.” (g) Concurrently with the execution h. For purposes of this Agreement, the Company term “Beneficially Own” or variations thereof shall provide evidence, reasonably satisfactory to have the Barington Group, that the Board has authorized and approved this Agreement and the execution and performance hereof and has performed each of the covenants and agreements of the Company meaning set forth herein that are required to be performed prior to or concurrently with in Rule 13d‑3 promulgated under the execution of this AgreementExchange Act.

Board Matters. (a) Prior to Concurrently with the execution of this Agreement (i) the Nominating and Governance Committee Agreement, ▇▇. ▇▇▇▇▇ ▇. Miller shall withdraw her acceptance of her nomination to stand for election as a director of the Company at the 2008 Annual Meeting, and the Company will not, subject to the terms and conditions hereof, nominate at the 2008 Annual Meeting another candidate for election to the vacancy created by expiration of ▇▇. ▇▇▇▇▇▇’▇ term (the “Vacancy”). (b) Concurrently with the execution of this Agreement, the Board has reviewed and approved will form a special committee (the qualifications “Special Committee”) consisting of J▇▇▇▇▇▇ ▇. ▇▇▇▇ (Chair), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, M▇▇ ▇. ▇▇▇▇▇▇, Aand ▇▇▇ ▇. ▇▇▇▇▇, for the purpose of identifying, reviewing the qualifications of, and recommending for appointment by the Board of an independent director to fill the Vacancy (the “Independent Director”). The Independent Director shall be a person recommended by the Special Committee and approved by the Board no later than January 31, 2009, to serve as a director until the expiration of his or her term at the Company’s 2009 Annual Meeting (assuming that the stockholders approve a proposal to de-classify the Board at the 2008 Annual Meeting). The Independent Director will have experience in such areas as would reasonably be expected to enhance the Board, consistent with the Company’s Corporate Governance Guidelines relating to director qualifications and Board composition. The Independent Director shall qualify as “independent” under the listing standards of The Nasdaq Stock Market, Inc (Marketplace Rule 4200 and any successor thereto) and Item 407(a) of Regulation S-K promulgated by the SEC, and shall be an individual that the Special Committee reasonably believes does not have a relationship with either the Company or the Ramius Group that would impair the independence of such director in carrying out the responsibilities of a director of the Company. In making its recommendations, the Special Committee will consider and interview at least two candidates suggested by each of the Company and Ramius, provided that such recommendations are received by the Special Committee no later than December 31, 2008. (c) The Company shall include ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (each individually, a “Barington Director” and collectively, on the “Barington Directors”) to serve Board’s slate of nominees for election as members directors of the Board and (ii) Company at the Board has determined that each of the Barington Directors are “independent” as defined by the listing standards of the New York Stock Exchange (2008 Annual Meeting for a person qualifying as independent, as so defined, an “Independent Director”); (b) Concurrently with the execution of this Agreement, (i) the Company shall increase the size of the Board from nine (9) to ten (10) directors; (ii) the Barington Directors shall be appointed as members of the Board, to serve as directors until the expiration of the one-year term ending at the Company’s 2006 2009 Annual Meeting Meeting, and until their successors have been duly elected and qualified or until their earlier death, resignation or removal; provided, however, (assuming that the appointment of A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ stockholders approve a proposal to de-classify the Board is subject to at the approval of M▇. ▇▇▇▇▇▇▇▇’▇ prior employer2008 Annual Meeting); provided further that, if M▇. ▇▇▇▇▇▇▇▇ does not receive such approval, or if he is unable to serve for any other reason, then the Barington Group will propose another person to fill the Board vacancy in accordance with the provisions of Section 3(f); (iii) a Barington Director shall be appointed to serve on each standing committee (including, without limitation, the Audit Committee, the Nominating and Governance Committee and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) of the Board, in each case for the duration of the Standstill Period (as defined below), and a Barington Director shall be appointed to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, in each case, that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and (iv) J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be appointed to serve on the special committee of the Board that has been formed to search for a new chief executive officer of the Company, which committee shall consist of one Barington Director and the chairpersons of the Board’s Audit Committee, Nominating and Governance Committee and Human Resources Committee (the “Search Committee”). (c) The Search Committee shall use its reasonable best efforts to find, and the Board shall use its reasonable best efforts to appoint, a new chief executive officer as promptly as practicable. Only candidates for the chief executive officer position that have been reviewed and unanimously approved by the Search Committee will be considered by the Board. All members of the Search Committee shall be integrally involved in all material aspects of the search for a new chief executive officer. The size of the Board shall not be increased or decreased during the Standstill Period without the prior written consent of the Barington Group, provided, however, that upon the Board’s approval and the Company’s hiring of a new chief executive officer, such individual may be added to the Board as an eleventh director. (d) The Company shall include each Barington Director in the Board’s slate of nominees for election as a director of the Company and use its reasonable best efforts to cause the election of each Barington Director such directors at the Company’s 2006 and 2007 annual meetings of shareholders 2008 Annual Meeting including, without limitation, recommending that the Company’s shareholders stockholders vote in favor of the election of the Barington Directors director nominees at each such annual meeting the 2008 Annual Meeting and voting the shares of Common Stock represented by all proxies granted by shareholders stockholders in connection with the solicitation of proxies by the Board of Directors in connection with such meetings the meeting in favor of the Barington Directorssuch directors, except for such proxies that specifically indicate a vote to withhold authority with respect to such directors. The Company shall schedule the Barington Directors. Neither 2008 Annual Meeting to be held on December 18, 2008, or if any stockholder timely nominates any candidates for election to the Board nor at the 2008 Annual Meeting, then the 2008 Annual Meeting shall be held at the discretion of the Company, but in any event no later than January 31, 2009. (d) Until the appointment of the Independent Director, the Company shall take any position, make any statements or take any action inconsistent with such recommendationswill maintain the size of the Board at twelve (12) directors to enable the appointment of the Independent Director to fill the Vacancy and agrees not to increase the size of the Board above twelve (12) directors before the conclusion of the 2009 Annual Meeting without the prior written consent of Ramius. (e) The Barington Ramius Group agrees to vote in favor of the Board’s slate of nominees for election as directors of the Company at the 2006 and 2007 annual meetings of shareholders2008 Annual Meeting, provided that each such slate includes consists of the Barington Directorsdirector nominees set forth in Section 4(c) above (and, if appropriate, the Independent Director), or other director nominees acceptable to the Ramius Group. No member of the Ramius Group shall take any position, make any statements or take any action inconsistent with the foregoing. (f) If at any time during the Standstill Period initial term of the Independent Director there shall occur a vacancy in a the Board seat either (x) previously occupied by a Barington the Independent Director by reason of the his or her resignation, removal, death or incapacity of such Barington Director, or (y) as a result of the proviso set forth in Section 3(b)(ii) aboveincapacity, then the Company shall reconstitute the Special Committee and take all necessary action to promptly fill such vacancy by with a person proposed recommended by the Barington Group that meets Special Committee, using the qualifications of an Independent Directorsame process, unless the Nominating criteria and Governance Committee reasonably determines conditions set forth in good faith that such person does not meet the qualifications of the Board as then in effect, in which case the Barington Group shall promptly propose another person so qualified to be appointed in accordance with the provisions of this Section 3(f). If, as a result of the vacancy described in the first sentence of this Section 3(f), any of the Board’s standing or special committees does not include a Barington Director, the Board shall immediately appoint another Barington Director to serve on such committee or committees, provided that such Barington Director is then qualified to serve on such committee under applicable legal requirements and listing standards. Any replacement director appointed pursuant to this Section 3(f4(b) shall also be referred to as a “Barington Directorabove.” (g) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington GroupRamius, that the Board has authorized and approved this Agreement and the execution and performance hereof and has performed each of the covenants and agreements of the Company set forth herein that are required to be performed prior to or concurrently with the execution of this Agreementhereof.

Board Matters. (a) Prior to At the execution of this Agreement (i) the Nominating and Governance Committee July 25, 2023 meeting of the Board has reviewed and approved Board, in connection with the qualifications of J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, M▇▇ ▇. ▇▇▇▇▇▇, A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (each individually, a “Barington Director” and collectively, the “Barington Directors”) to serve as members of the Board and (ii) the Board has determined that each of the Barington Directors are “independent” as defined by the listing standards Board’s conditional appointment of the New York Stock Exchange (a person qualifying as independentDirector to the Board, as so defined, the Board approved an “Independent Director”); (b) Concurrently with the execution automatic increase of this Agreement, (i) the Company shall increase the size of the Board from nine six to seven directors at such time as all of the following conditions have been met: (9i) the New Director successfully completes the Background Check (as defined below) with no adverse findings that would preclude the New Director from being added to ten (10) directors; the Board in the determination of the Board’s Nominating and Governance Committee, (ii) the Barington Directors shall be appointed New Director successfully completes the D&O Questionnaire (as members defined below) and the Board’s Nominating and Governance Committee has determined that the New Director meets the eligibility, independence and other criteria applicable to directors, and (iii) the New Director and the Shareholder Party execute a cooperation agreement in a form satisfactory to the Board. Therefore, having satisfied the foregoing conditions listed in clauses (i) and (ii) above, effective as of the BoardEffective Date, to serve as directors until the expiration size of the Board is hereby increased from six to seven directors, and the New Director is appointed to the Board to fill the vacancy created as a result of such expansion. The New Director is hereby appointed to the Board as a Class II Director, with a term ending expiring at the Company’s 2006 2023 Annual General Meeting and until their successors have been duly elected and qualified or until their earlier death, resignation or removalof Shareholders (the “2023 AGM”); provided, however, that the appointment of A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to Company will nominate the Board is subject to the approval of M▇. ▇▇▇▇▇▇▇▇’▇ prior employer; provided further that, if M▇. ▇▇▇▇▇▇▇▇ does not receive such approval, or if he is unable New Director to serve for any other reason, then the Barington Group will propose another person to fill the Board vacancy in accordance with the provisions of Section 3(f); (iii) a Barington Director shall be appointed to serve on each standing committee (including, without limitation, the Audit Committee, the Nominating and Governance Committee and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) of the Board, in each case for the duration of the Standstill Period (as defined below), and a Barington Director shall be appointed to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, in each case, that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and (iv) J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be appointed to serve on the special committee of the Board that has been formed to search for a new chief executive officer of the Company, which committee shall consist of one Barington Director and the chairpersons of the Board’s Audit Committee, Nominating and Governance Committee and Human Resources Committee (the “Search Committee”). (c) The Search Committee shall use its reasonable best efforts to find, and the Board shall use its reasonable best efforts to appoint, a new chief executive officer as promptly as practicable. Only candidates for the chief executive officer position that have been reviewed and unanimously approved by the Search Committee will be considered by the Board. All members of the Search Committee shall be integrally involved in all material aspects of the search for a new chief executive officer. The size of the Board shall not be increased or decreased during the Standstill Period without the prior written consent of the Barington Group, provided, however, that upon the Board’s approval and the Company’s hiring of a new chief executive officer, such individual may be added to the Board as an eleventh director. (d) The Company shall include each Barington Director in the Board’s slate of nominees for election three-year term as a director of the Company and use its reasonable best efforts to cause at the election of each Barington Director 2023 AGM, with a term expiring at the Company’s 2006 and 2007 annual meetings 2026 Annual General Meeting of shareholders including, without limitation, recommending that Shareholders (the “2026 AGM”) (if elected by the Company’s shareholders vote in favor of the election of the Barington Directors at each such annual meeting and voting the shares of Common Stock represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board of Directors in connection with such meetings in favor of the Barington Directors, except for such proxies that specifically indicate shareholders). The New Director is also hereby appointed to serve as a vote to withhold authority with respect to the Barington Directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. (e) The Barington Group agrees to vote in favor member of the Board’s slate of nominees Transactions Committee for election so long as directors such committee is constituted and he serves as a director of the Company at the 2006 and 2007 annual meetings of shareholders, provided that each such slate includes the Barington DirectorsCompany. (f) If at any time during the Standstill Period there shall occur a vacancy in a Board seat either (x) previously occupied by a Barington Director by reason of the resignation, removal, death or incapacity of such Barington Director, or (y) as a result of the proviso set forth in Section 3(b)(ii) above, then the Company shall take all necessary action to promptly fill such vacancy by a person proposed by the Barington Group that meets the qualifications of an Independent Director, unless the Nominating and Governance Committee reasonably determines in good faith that such person does not meet the qualifications of the Board as then in effect, in which case the Barington Group shall promptly propose another person so qualified to be appointed in accordance with the provisions of this Section 3(f). If, as a result of the vacancy described in the first sentence of this Section 3(f), any of the Board’s standing or special committees does not include a Barington Director, the Board shall immediately appoint another Barington Director to serve on such committee or committees, provided that such Barington Director is then qualified to serve on such committee under applicable legal requirements and listing standards. Any replacement director appointed pursuant to this Section 3(f) shall also be referred to as a “Barington Director.” (g) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington Group, that the Board has authorized and approved this Agreement and the execution and performance hereof and has performed each of the covenants and agreements of the Company set forth herein that are required to be performed prior to or concurrently with the execution of this Agreement.

Board Matters. The Company and GAMCO agree that: A. The Company and the Company’s Board of Directors (athe “Board”) Prior will cause the slate of nominees standing for election, and recommended by the Board, at the 2014 annual meeting of shareholders of the Company (the “2014 Annual Meeting”) to the execution of this Agreement include (i) three incumbent directors (the Nominating and Governance Committee of the Board has reviewed and approved the qualifications of J“Incumbent Nominees”), being ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, N. ▇▇▇, M▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Aand (ii) ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (each individually, a the “Barington Director” and collectivelyGAMCO Nominee”) (collectively with the Incumbent Nominees, the “Barington DirectorsNominees”). The Company agrees that if the GAMCO Nominee is unable to serve as a director, resigns as a director or is removed as a director prior to the expiration of his term, then GAMCO shall have the ability to recommend a substitute person(s) to serve as members a director for the remainder of the Board and (ii) the Board has determined such term, provided that each of the Barington Directors are any substitute person recommended by GAMCO shall qualify as “independent” as defined by the listing standards of pursuant to the New York Stock Exchange (a person qualifying as independent“NYSE”) listing standards and have relevant financial and business experience to stand for election at the 2014 Annual Meeting or fill the resulting vacancy, as so defined, an “Independent Director”); (b) Concurrently with applicable. In the execution of this Agreement, (i) event that the Company shall increase the size Governance and Organization Committee of the Board (the “Governance Committee”) does not accept a substitute person recommended by GAMCO, GAMCO will have the right to recommend additional substitute person(s) for consideration by the Governance Committee. Upon the acceptance of a replacement director nominee by the Governance Committee, the Board will take such actions as to nominate such replacement director nominee at the 2014 Annual Meeting or appoint such replacement director to the Board no later than 10 business days after the Governance Committee acceptance of such replacement director. Notwithstanding anything to the contrary in the foregoing, GAMCO’s right to have a GAMCO Nominee or a substitute person nominated for election to the Board is limited to the 2014 Annual Meeting and its right to have a substitute person fill a vacancy created from nine (9) the GAMCO Nominee no longer serving on the Board is limited to ten (10) directors; (ii) the Barington Directors shall be appointed as members term of office of the Board, GAMCO Nominee that is scheduled to serve as directors until expire at the expiration 2017 annual meeting of shareholders of the term ending Company, and in either case such right shall terminate if GAMCO, together with its Affiliates and Associates (each as defined in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (the “Exchange Act”)), no longer continues to beneficially own (as defined under Regulation 13D under the Exchange Act) at least five percent of the Company’s 2006 outstanding common shares. B. GAMCO will, and will cause each of its Affiliates and Associates to, vote on an equal basis all common shares of the Company that it is entitled to vote at the 2014 Annual Meeting in favor of the election of each of the Nominees at the 2014 Annual Meeting. C. The Company and until their successors have been duly elected the Board will authorize and qualified direct the officers of the Company to prepare a binding proposal to the shareholders of the Company to be voted upon at the 2014 Annual Meeting to amend the Amended and Restated Code of Regulations of the Company such that Section 1701.831 of the Ohio Revised Code, which is a part of the Ohio Control Share Acquisition Act, will not apply to the Company. D. Prior to the 2014 Annual Meeting, the Board will adopt a resolution that provides that it will not, without prior shareholder approval, authorize the issuance of any series of preferred stock for any defensive or until their earlier deathanti-takeover purpose, resignation for the purpose of implementing any shareholder rights plan or removalwith features specifically intended to make any attempted acquisition of the Company more difficult or costly; provided, however, that the appointment Board may authorize the issuance of A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ preferred stock for capital raising transactions, acquisitions, joint ventures or other corporate purposes. E. Prior to the 2014 Annual Meeting, the Board is subject to will adopt a position statement on shareholder rights plans that provides that: (i) if the Board adopts a shareholder rights plan, it will do so by action of the majority of its independent directors after careful deliberation and in the exercise of its fiduciary duties; (ii) the Board will seek prior shareholder approval of M▇. ▇▇▇▇▇▇▇▇’▇ prior employer; provided further thatthe plan unless, if M▇. ▇▇▇▇▇▇▇▇ does not receive such approval, due to time constraints or if he is unable to serve for any other reason, then the Barington Group will propose another person to fill the Board vacancy in accordance with the provisions of Section 3(f); (iii) a Barington Director shall be appointed to serve on each standing committee (including, without limitationconsiderations, the Audit Committee, the Nominating and Governance Committee and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) majority of the Board, independent directors determine in each case for the duration of the Standstill Period (as defined below), and a Barington Director shall their sole discretion that it would be appointed to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, in each case, that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and (iv) J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be appointed to serve on the special committee of the Board that has been formed to search for a new chief executive officer of the Company, which committee shall consist of one Barington Director and the chairpersons of the Board’s Audit Committee, Nominating and Governance Committee and Human Resources Committee (the “Search Committee”). (c) The Search Committee shall use its reasonable best efforts to find, and the Board shall use its reasonable best efforts to appoint, a new chief executive officer as promptly as practicable. Only candidates for the chief executive officer position that have been reviewed and unanimously approved by the Search Committee will be considered by the Board. All members of the Search Committee shall be integrally involved in all material aspects of the search for a new chief executive officer. The size of the Board shall not be increased or decreased during the Standstill Period without the prior written consent of the Barington Group, provided, however, that upon the Board’s approval and the Company’s hiring of a new chief executive officer, such individual may be added to the Board as an eleventh director. (d) The Company shall include each Barington Director in the Board’s slate of nominees for election as a director best interest of the Company and use its reasonable best efforts shareholders to cause adopt the election rights plan without first obtaining shareholder approval; and (iii) that if the Board adopts a rights plan without prior shareholder approval, the plan will expire on the first anniversary of each Barington Director at its effective date, unless prior to such time the plan has been ratified by a vote of the Company’s 2006 and 2007 annual meetings of shareholders includingshareholders, without limitation, recommending that the Company’s shareholders which vote in favor of the election of the Barington Directors at each such annual meeting and voting the may exclude shares of Common Stock represented held by all proxies granted by shareholders in connection with the solicitation of proxies by the Board of Directors in connection with such meetings in favor of the Barington Directors, except for such proxies that specifically indicate a vote to withhold authority with respect to the Barington Directors. Neither the Board nor the any potential acquiring shareholders. F. The Company shall take any positionuse commercially reasonable efforts to hold the 2014 Annual Meeting no later than May 17, make any statements or take any action inconsistent with such recommendations2014. (e) The Barington Group agrees to vote in favor of the Board’s slate of nominees for election as directors of the Company at the 2006 and 2007 annual meetings of shareholders, provided that each such slate includes the Barington Directors. (f) If at any time during the Standstill Period there shall occur a vacancy in a Board seat either (x) previously occupied by a Barington Director by reason of the resignation, removal, death or incapacity of such Barington Director, or (y) as a result of the proviso set forth in Section 3(b)(ii) above, then the Company shall take all necessary action to promptly fill such vacancy by a person proposed by the Barington Group that meets the qualifications of an Independent Director, unless the Nominating and Governance Committee reasonably determines in good faith that such person does not meet the qualifications of the Board as then in effect, in which case the Barington Group shall promptly propose another person so qualified to be appointed in accordance with the provisions of this Section 3(f). If, as a result of the vacancy described in the first sentence of this Section 3(f), any of the Board’s standing or special committees does not include a Barington Director, the Board shall immediately appoint another Barington Director to serve on such committee or committees, provided that such Barington Director is then qualified to serve on such committee under applicable legal requirements and listing standards. Any replacement director appointed pursuant to this Section 3(f) shall also be referred to as a “Barington Director.” (g) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington Group, that the Board has authorized and approved this Agreement and the execution and performance hereof and has performed each of the covenants and agreements of the Company set forth herein that are required to be performed prior to or concurrently with the execution of this Agreement.

Board Matters. (a) Prior to the execution of this Agreement The Company shall (i) the Nominating and Governance Committee of the Board has reviewed and approved the qualifications of include J▇▇▇▇ ▇. ▇▇▇▇▇▇, E▇▇▇▇▇, M▇▇ ▇. ▇▇▇▇▇▇, A▇▇▇ ▇. ▇▇▇▇▇, ▇▇., H▇▇▇▇▇ ▇. ▇▇▇▇ and JM▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ , ▇▇. (each individually, a “Barington Director” and collectively, the “Barington DirectorsM▇▇▇▇▇▇”) to serve on the Board’s slate of nominees for election as members Class II directors of the Board and (ii) Company at the Board has determined that each of the Barington Directors are “independent” as defined by the listing standards of the New York Stock Exchange (2006 Annual Meeting for a person qualifying as independent, as so defined, an “Independent Director”); (b) Concurrently with the execution of this Agreement, (i) the Company shall increase the size of the Board from nine (9) to ten (10) directors; (ii) the Barington Directors shall be appointed as members of the Board, to serve as directors until the expiration of the three-year term ending at the Company’s 2006 2009 Annual Meeting and until their successors have been duly elected and qualified or until their earlier death, resignation or removal; provided, however, that the appointment of A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to the Board is subject to the approval of M▇. ▇▇▇▇▇▇▇▇’▇ prior employer; provided further that, if M▇. ▇▇▇▇▇▇▇▇ does not receive such approval, or if he is unable to serve for any other reason, then the Barington Group will propose another person to fill the Board vacancy in accordance with the provisions of Section 3(f); and (iiiii) a Barington Director shall be appointed to serve on each standing committee (including, without limitation, the Audit Committee, the Nominating and Governance Committee and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) of the Board, in each case for the duration of the Standstill Period (as defined below), and a Barington Director shall be appointed to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, in each case, that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and (iv) J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be appointed to serve on the special committee of the Board that has been formed to search for a new chief executive officer of the Company, which committee shall consist of one Barington Director and the chairpersons of the Board’s Audit Committee, Nominating and Governance Committee and Human Resources Committee (the “Search Committee”). (c) The Search Committee shall use its reasonable best efforts to find, and the Board shall use its reasonable best efforts to appoint, a new chief executive officer as promptly as practicable. Only candidates for the chief executive officer position that have been reviewed and unanimously approved by the Search Committee will be considered by the Board. All members of the Search Committee shall be integrally involved in all material aspects of the search for a new chief executive officer. The size of the Board shall not be increased or decreased during the Standstill Period without the prior written consent of the Barington Group, provided, however, that upon the Board’s approval and the Company’s hiring of a new chief executive officer, such individual may be added to the Board as an eleventh director. (d) The Company shall include each Barington Director in the Board’s slate of nominees for election as a director of the Company and use its reasonable best efforts to cause the election of each Barington Director such directors at the Company’s 2006 and 2007 annual meetings of shareholders Annual Meetings including, without limitation, recommending that the Company’s shareholders stockholders vote in favor of the election of the Barington Directors directors at each such the annual meeting and voting the shares of Common Stock represented by all proxies granted by shareholders stockholders in connection with the solicitation of proxies by the Board of Directors in connection with such meetings the meeting in favor of the Barington Directorssuch directors, except for such proxies that specifically indicate a vote to withhold authority with respect to the Barington Directorssuch directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. The Company shall use its reasonable best efforts to hold the 2006 Annual Meeting no later than December 7, 2006, but, in any event, the 2006 Annual Meeting shall not be held later than December 15, 2006. (eb) The Barington Group agrees to vote in favor of the Board’s slate of nominees for election as Class II directors of the Company at the 2006 and 2007 annual meetings of shareholdersAnnual Meeting, provided that each such slate includes consists of the director nominees set forth in Section 5(a)(i) above. No member of the Barington DirectorsGroup shall take any position, make any statements or take any action inconsistent with the foregoing. (fc) If at any time during the Standstill Period term of the Class II directors to be elected at the 2006 Annual Meeting there shall occur a vacancy in a the Board seat either (x) previously occupied by M▇▇▇▇▇▇ or during the term of the Class III directors serving as of the date hereof there shall occur a Barington Director vacancy in the Board seat previously occupied by J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ (“M▇▇▇▇▇▇▇▇▇▇”) by reason of the resignation, removal, death or incapacity of such Barington Director, or (y) as a result either of the proviso set forth in Section 3(b)(ii) abovethem, then the Company shall take all necessary action to promptly fill such vacancy by a person proposed nominated by the Barington Group having reasonably appropriate business experience and background; provided, however, that meets if the qualifications reason for such vacancy is the voluntary resignation of an Independent DirectorM▇▇▇▇▇▇, unless then such nomination shall be subject to approval by the Board, which approval shall not be unreasonably withheld or delayed. (d) During the term of the Class III directors serving as of the date hereof, M▇▇▇▇▇▇▇▇▇▇ (i) shall continue to serve on the Executive Committee, (ii) shall continue to serve on another standing committee of the Board (including, without limitation, the Audit Committee, the Nominating and Corporate Governance Committee reasonably determines in good faith that such person does not meet and the qualifications of the Board as then in effect, in which case the Barington Group Compensation Committee) and (iii) shall promptly propose another person so qualified to be appointed in accordance with the provisions of this Section 3(f). If, as a result of the vacancy described in the first sentence of this Section 3(f), any of the Board’s standing or special committees does not include a Barington Director, the Board shall immediately appoint another Barington Director to serve on such committee or committeesthe Special Committee created pursuant to Section 7 hereof, provided provided, in each case, that such Barington Director he is then qualified to serve on any such committee under applicable legal requirements and listing standards. Any replacement director During the term of the Class II directors being elected at the 2006 Annual Meeting, M▇▇▇▇▇▇ shall be appointed pursuant to serve on a standing committee of the Board on which M▇▇▇▇▇▇▇▇▇▇ is not a member, provided that he is then qualified to serve on any such committee under applicable legal requirements and listing standards. (e) During the term of the Standstill Period (as defined in Section 8 below), the Board shall be comprised of twelve (12) directors and the size of the Board shall not be increased or decreased without the prior written consent of the Barington Group. (f) The Company shall provide the Barington Group with true and complete copies of any draft preliminary or definitive proxy statements for the 2006 Annual Meeting as well as the Form 8-K being filed with respect to this Section 3(fAgreement, not less than three (3) business days in the case of proxy statements, and not less than one (1) business day in the case of the Form 8-K, prior to the filing thereof, in order to provide the Barington Group with a reasonable opportunity to review and comment thereon. The Company shall also be referred consider in good faith any comments of the Barington Group and its counsel. The Company shall use the language, or a summary thereof that is agreed upon in the foregoing filings, in all other SEC filings that disclose, discuss, refer to or are being filed in response to or as a “Barington Directorresult of this Agreement.” (g) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington Group, that the Board has authorized and approved this Agreement and the execution and performance hereof and has performed each of the covenants and agreements of the Company set forth herein that are required to be performed prior to or concurrently with the execution of this Agreementhereof.

Board Matters. (aSubject to Section 14(f) Prior of the Exchange Act and Rule 14f-1 promulgated thereunder, NIMS shall take all necessary corporate action to cause the execution following to occur as of this Agreement the Closing Date: (i) the Nominating and Governance Committee number of directors constituting the NIMS Board has reviewed and approved shall be five (5), of which the qualifications of J▇▇Majority Equityholder shall be entitled to designate three (3) directors (each, an “I▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, MDesignee”) and NIMS shall be entitled to designate two (2) directors (the “NIMS Designee” and the NIMS Designees together with the I▇▇ ▇. ▇▇▇▇▇▇, A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (each individually, a “Barington Director” and collectivelyDesignees, the “Barington DirectorsBoard Designees”) ), in each case at any time prior to serve as members of the Board Closing and in each case subject to such individuals’ ability and willingness to serve, (ii) the Board has determined that each chairperson of the Barington Directors are NIMS Board will be an I▇▇ Designee, as designated by the Majority Equityholder at any time prior to the Closing, subject to such individual’s ability and willingness to serve, and (iii) the committees of the NIMS Board, and the chairpersons of each such committee, shall be allocated among the I▇▇ Designees and NIMS Designees in the same approximate proportion as their respective representation on the Board of Directors, subject to such individuals’ ability and willingness to serve; provided, that the parties shall cooperate in good faith to ensure that the NIMS Board is composed of at least 50% “independent” directors (as defined determined by the listing standards rules of the New York Stock Exchange (a person qualifying as independent, as so defined, an “Independent Director”); (bNasdaq) Concurrently with and the execution of this Agreement, (i) the Company shall increase the size Audit Committee of the NIMS Board from nine (9) to ten (10) directors; (ii) is composed of only those persons who qualify under the Barington Directors shall be appointed as members applicable rules of the Board, to serve as directors until the expiration of the term ending at the Company’s 2006 Annual Meeting and until their successors have been duly elected and qualified or until their earlier death, resignation or removal; provided, however, that the appointment of A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to the Board is subject to the approval of M▇. ▇▇▇▇▇▇▇▇’▇ prior employer; provided further that, if M▇. ▇▇▇▇▇▇▇▇ does not receive such approval, or if he is unable to serve for any other reason, then the Barington Group will propose another person to fill the Board vacancy in accordance with the provisions of Section 3(f); (iii) a Barington Director shall be appointed to serve on each standing committee (including, without limitation, the Audit Committee, the Nominating and Governance Committee Exchange Act and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) of the Board, in each case for the duration of the Standstill Period (as defined below), and a Barington Director shall be appointed to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, in each case, that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and (iv) J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be appointed Nasdaq to serve on the special audit committee of the Board that has been formed to search for board of directors of a new chief executive officer of the Company, which committee shall consist of one Barington Director and the chairpersons of the Board’s Audit Committee, Nominating and Governance Committee and Human Resources Committee (the “Search Committee”). (c) The Search Committee shall use its reasonable best efforts to findpublic company listed on a national securities exchange, and the Board shall use its reasonable best efforts to appoint, a new chief executive officer as promptly as practicable. Only candidates for the chief executive officer position that have been reviewed and unanimously approved by the Search Committee will be considered by the Board. All members of the Search Committee shall be integrally involved in all material aspects of the search for a new chief executive officer. The size of the Board shall not be increased or decreased during the Standstill Period without the prior written consent of the Barington Group, provided, however, that upon the Board’s approval and the Company’s hiring of a new chief executive officer, such individual may be added to the Board as an eleventh director. (d) The Company shall include each Barington Director in the Board’s slate of nominees for election as a director of the Company and use its reasonable best efforts to cause the election of each Barington Director at the Company’s 2006 and 2007 annual meetings of shareholders including, without limitation, recommending that the Company’s shareholders vote in favor of the election of the Barington Directors at each such annual meeting and voting the shares of Common Stock represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board of Directors in connection with such meetings in favor of the Barington Directors, except for such proxies that specifically indicate a vote to withhold authority with respect to the Barington Directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. (e) The Barington Group agrees to vote in favor of the Board’s slate of nominees for election as directors of the Company at the 2006 and 2007 annual meetings of shareholders, provided that each such slate includes the Barington Directors. (f) If at any time during the Standstill Period there shall occur a vacancy in a Board seat either (x) previously occupied by a Barington Director by reason of the resignation, removal, death or incapacity of such Barington Director, or (y) as a result of the proviso set forth in Section 3(b)(ii) above, then the Company shall take all necessary action to promptly fill such vacancy by a person proposed by the Barington Group that meets the qualifications of an Independent Director, unless the Nominating and Governance Committee reasonably determines in good faith that one such person does not meet the qualifications is an “audit committee financial expert” (as defined by Rule 407(d)(5)(ii) of the Board as then in effect, in which case the Barington Group shall promptly propose another person so qualified to be appointed in accordance with the provisions of this Section 3(fRegulation S-K). If, prior to the Closing Date, any I▇▇ Designee or any NIMS Designee becomes unable or unwilling to serve as a result director on the NIMS Board, as Chairperson of the vacancy described in the first sentence of this Section 3(f), any of the Board’s standing NIMS Board or special committees does not include a Barington Director, the Board shall immediately appoint another Barington Director to serve on such committee or committees, provided that such Barington Director is then qualified to serve on such committee under applicable legal requirements and listing standards. Any replacement director appointed pursuant to this Section 3(f) shall also be referred to as a “Barington Directorchairperson of a committee, then a replacement for such designee shall be designated by the party originally entitled to designate such individual.” (g) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington Group, that the Board has authorized and approved this Agreement and the execution and performance hereof and has performed each of the covenants and agreements of the Company set forth herein that are required to be performed prior to or concurrently with the execution of this Agreement.

Board Matters. (a) Prior to the execution of this Agreement (i) date hereof, the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board has reviewed and approved the qualifications of each of J▇▇ ▇▇▇▇▇▇▇ and B▇▇▇▇ ▇▇▇▇ (Messrs. S▇▇▇▇▇▇ and P▇▇▇ together, the “Board Observers”) to serve as observers of the Board for a period beginning as of the date hereof and ending, in the case of M▇. ▇▇▇▇▇▇▇, when he is appointed as a director to the Board, and in the case of M▇. ▇▇▇▇, when he (or, as applicable, the Alternate Nominee (as that term is defined below)) is elected to the Board. The Board and all of its applicable committees shall take all necessary actions to: (i) appoint the Board Observers, effective as of the date hereof; (ii) (a) appoint R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇. to serve as interim Chief Executive Officer of ClearSign until a successor for M▇. ▇▇▇▇▇▇ is identified; and (b) appoint M▇. ▇▇▇▇▇▇▇ to fill the vacant Board seat created by M▇. ▇▇▇▇▇▇’▇ retirement (and M▇. ▇▇▇▇▇▇▇ shall be entitled to receive the Director Benefits (as that term is defined below)), each such appointment to be effective as of the date hereof; (iii) nominate M▇. ▇▇▇▇ (or, as applicable, the Alternate Nominee (as that term is defined below)) as a director candidate for election to the Board at the 2019 Annual Meeting with a term expiring at the 2020 annual meeting of stockholders of ClearSign (the “2020 Annual Meeting”); provided, however, that as a condition to ClearSign’s obligation to nominate M▇. ▇▇▇▇ for election at the 2019 Annual Meeting, M▇. ▇▇▇▇ (or, as applicable, the Alternate Nominee (as that term is defined below)) shall be required to provide information required to be or is customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations and a fully completed copy of ClearSign’s director candidate questionnaire, in each case, as promptly as necessary to enable the timely filing of ClearSign’s proxy statement and other periodic reports with the SEC; shall have complied at all times with the Company Policies (as defined below); and shall consent to customary diligence comparable to that which has been undergone by other non-management directors of ClearSign; and (iv) in the event that M▇. ▇▇▇▇ is unable to stand for election for any reason at the 2019 Annual Meeting, work together with M▇. ▇▇▇▇▇▇▇▇▇▇▇, M▇▇ ▇. ▇▇▇▇▇▇, A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (each individually, a “Barington Director” and collectively, the “Barington Directors”) to serve as members of the Board and (ii) the Board has determined that each of the Barington Directors are “independent” as defined by the listing standards of the New York Stock Exchange (a person qualifying as independent, as so defined, an “Independent Director”); (b) Concurrently with the execution of this Agreement, (i) the Company shall increase the size of the Board from nine (9) to ten (10) directors; (ii) the Barington Directors shall be appointed as members of the Board, to serve as directors until the expiration of the term ending at the Company’s 2006 Annual Meeting and until their successors have been duly elected and qualified or until their earlier death, resignation or removal; provided, however, that the appointment of A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to identify, select and mutually agree upon an alternate director candidate (the Board is subject “Alternate Nominee”). At the 2019 Annual Meeting, ClearSign agrees to recommend, support and solicit proxies for the approval election of M▇. ▇▇▇▇▇▇▇▇’▇ (or, as applicable, the Alternate Nominee) in the same manner as ClearSign has supported its nominees for election at prior employer; provided further that, if annual meetings of stockholders at which the election of directors was uncontested. If the ClearSign stockholders elect M▇. ▇▇▇▇▇▇▇▇ does not receive such approval(or, or if he is unable as applicable, the Alternate Nominee) to serve for any other reason, then the Barington Group will propose another person to fill the Board vacancy in accordance with at the provisions of Section 3(f); (iii) a Barington Director shall be appointed to serve on each standing committee (including2019 Annual Meeting, without limitation, the Audit Committee, the Nominating and Governance Committee and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) of the Board, in each case for the duration of the Standstill Period (as defined below), and a Barington Director shall be appointed to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, in each case, ClearSign agrees that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and (iv) J▇▇▇▇ M▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be appointed receive (i) the same benefits of director and officer insurance, and any indemnity and exculpation arrangements available generally to serve the directors on the special committee of Board, (ii) the same compensation for his service as a director as the compensation received by other non-management directors on the Board, and (iii) such other benefits on the same basis as all other non-management directors on the Board that has been formed to search for a new chief executive officer of the Company, which committee shall consist of one Barington Director and the chairpersons of the Board’s Audit Committee, Nominating and Governance Committee and Human Resources Committee (the “Search CommitteeDirector Benefits”). (c) The Search Committee shall use its reasonable best efforts to find, and the Board shall use its reasonable best efforts to appoint, a new chief executive officer as promptly as practicable. Only candidates for the chief executive officer position that have been reviewed and unanimously approved by the Search Committee will be considered by the Board. All members of the Search Committee shall be integrally involved in all material aspects of the search for a new chief executive officer. The size of the Board shall not be increased or decreased during the Standstill Period without the prior written consent of the Barington Group, provided, however, that upon the Board’s approval and the Company’s hiring of a new chief executive officer, such individual may be added to the Board as an eleventh director. (d) The Company shall include each Barington Director in the Board’s slate of nominees for election as a director of the Company and use its reasonable best efforts to cause the election of each Barington Director at the Company’s 2006 and 2007 annual meetings of shareholders including, without limitation, recommending that the Company’s shareholders vote in favor of the election of the Barington Directors at each such annual meeting and voting the shares of Common Stock represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board of Directors in connection with such meetings in favor of the Barington Directors, except for such proxies that specifically indicate a vote to withhold authority with respect to the Barington Directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. (e) The Barington Group agrees to vote in favor of the Board’s slate of nominees for election as directors of the Company at the 2006 and 2007 annual meetings of shareholders, provided that each such slate includes the Barington Directors. (f) If at any time during the Standstill Period there shall occur a vacancy in a Board seat either (x) previously occupied by a Barington Director by reason of the resignation, removal, death or incapacity of such Barington Director, or (y) as a result of the proviso set forth in Section 3(b)(ii) above, then the Company shall take all necessary action to promptly fill such vacancy by a person proposed by the Barington Group that meets the qualifications of an Independent Director, unless the Nominating and Governance Committee reasonably determines in good faith that such person does not meet the qualifications of the Board as then in effect, in which case the Barington Group shall promptly propose another person so qualified to be appointed in accordance with the provisions of this Section 3(f). If, as a result of the vacancy described in the first sentence of this Section 3(f), any of the Board’s standing or special committees does not include a Barington Director, the Board shall immediately appoint another Barington Director to serve on such committee or committees, provided that such Barington Director is then qualified to serve on such committee under applicable legal requirements and listing standards. Any replacement director appointed pursuant to this Section 3(f) shall also be referred to as a “Barington Director.” (g) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington Group, that the Board has authorized and approved this Agreement and the execution and performance hereof and has performed each of the covenants and agreements of the Company set forth herein that are required to be performed prior to or concurrently with the execution of this Agreement.

Board Matters. a. The Corporation shall, effective immediately following the execution and delivery of this Agreement, (ai) Prior increase the size of the Board from nine (9) to eleven (11), (ii) and appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. Sleigh (collectively, the “New Independent Directors,” and individually a “New Independent Director”) to serve as directors of the Corporation, each with a term expiring at the 2026 annual Shareholder Meeting. During the Standstill Period (as defined below), the Board and all applicable committees of the Board shall not increase the size of the Board prior to the expiration of the Standstill Period (as defined below), to more than eleven (11) directors without the prior written consent of the Ancora Parties. Notwithstanding the foregoing, at the Company’s 2026 annual shareholder meeting, the Company shall take all necessary actions to reduce the size of the Board by one (1) director. In connection therewith, one incumbent member of the Board shall resign or otherwise cease to serve as a director at the conclusion of the 2026 annual shareholder meeting. b. The Corporation shall include the New Independent Directors (or any Replacement Director (as defined below) thereof, as applicable) in the Corporation’s slate of nominees for election as directors of the Corporation at the 2026 annual Shareholder Meeting and shall use commercially reasonable efforts to cause the election of the New Independent Directors (or any Replacement Director, as applicable) to the Board at the 2026 annual Shareholder Meeting (including the Board recommending that the Corporation’s shareholders vote in favor of the election of the New Independent Directors (or any Replacement Director, as applicable) in the Corporation’s proxy statement for the 2026 annual Shareholder Meeting and otherwise supporting the New Independent Directors for election in a manner no less rigorous and favorable than the manner in which the Corporation supports its other nominees in the aggregate). c. If, during the Standstill Period (as defined below), either New Independent Director resigns from the Board or is rendered unable (due to death or disability) to, or refuses to, serve on the Board, and at all times since the date of this Agreement and at such time the Ancora Parties Beneficially Own in the aggregate at least 1% of the Common Stock, then the Ancora Parties shall have the right to identify a replacement (who shall qualify as “independent” pursuant to the rules of the New York Stock Exchange and the applicable rules and regulations of the Securities and Exchange Commission) to fill the resulting vacancy caused by such New Independent Director’s departure from the Board and any such person shall be promptly appointed to the Board, subject to the good faith review and approval of such person (such approval not to be unreasonably conditioned, withheld or delayed) by the Corporation’s Nominating and Corporate Governance Committee and the Board (any such replacement director, a “Replacement Director”); provided that a Replacement Director shall not be an Ancora Party, any Ancora Affiliate (as defined below), or employee of any Ancora Party. Upon a Replacement Director’s appointment to the Board, such Replacement Director shall be deemed to be a New Independent Director for all purposes under this Agreement. d. Effective immediately following the execution and delivery of this Agreement, the Board and all applicable committees thereof will take such actions as are necessary to form an advisory committee of the Board, to be named the Finance Committee (the “Committee”). The Committee is an advisory committee responsible for making recommendations to the Board regarding the Corporation’s capital allocation strategy and business portfolio. In accordance with Maryland law and the Corporation’s Amended and Restated Bylaws, adopted on December 6, 2022, the Board will cause the Committee to be composed of five (5) members: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. Sleigh and three (3) other members of the Board serving on the Board prior to the execution of this Agreement (i) the Nominating and Governance Committee of the Board has reviewed and approved the qualifications of JAgreement, who will initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, M▇▇ ▇. ▇▇▇▇▇▇, A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (each individually, a “Barington Director” and collectively, the “Barington Directors”) to serve as members of the Board and (ii) the Board has determined that each of the Barington Directors are “independent” as defined by the listing standards of the New York Stock Exchange (a person qualifying as independent, as so defined, an “Independent Director”); (b) Concurrently with the execution of this Agreement, (i) the Company shall increase the size of the Board from nine (9) to ten (10) directors; (ii) the Barington Directors shall be appointed as members of the Board, to serve as directors until the expiration of the term ending at the Company’s 2006 Annual Meeting and until their successors have been duly elected and qualified or until their earlier death, resignation or removal; provided, however, that the appointment of A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to the Board is subject to the approval of M▇. ▇▇▇▇▇▇▇▇’▇ prior employer; provided further that, if M▇. ▇▇▇▇▇▇▇▇ does not receive such approval, or if he is unable to serve for any other reason, then the Barington Group will propose another person to fill the Board vacancy in accordance with the provisions of Section 3(f); (iii) a Barington Director shall be appointed to serve on each standing committee (including, without limitation, the Audit Committee, the Nominating and Governance Committee and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) of the Board, in each case for the duration of the Standstill Period (as defined below), and a Barington Director shall be appointed to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, in each case, that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and (iv) J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇ shall be appointed ▇▇▇▇, with ▇▇. ▇▇▇▇▇▇▇▇▇▇ to serve on the special committee as Chair of the Board that has been formed Committee and ▇▇. ▇▇▇▇▇ to search for a new chief executive officer serve as Vice Chair of the Committee. During the Standstill Period, the composition of the Committee shall remain as specified in this Section 1.d. The Committee shall have the resources to discharge its responsibilities, access to the management, personnel and advisors (including outside counsel) of the Company, as necessary or appropriate in furtherance of the Committee’s work, and such management, personnel and advisors shall be directed to provide the Committee any and all information requested by the Committee which committee shall consist relates to or could have an impact upon the Committee’s discharge of one Barington Director its duties. e. Effective immediately following the execution and delivery of this Agreement, the chairpersons Board and all applicable committees thereof will take all necessary actions to appoint ▇▇. ▇▇▇▇▇ to the Investment Committee of the Board and Mr. Sleigh to the Audit Committee of the Board’s Audit Committee. Without limiting the foregoing, Nominating and Governance Committee and Human Resources Committee (the “Search Committee”). (c) The Search Committee shall use its reasonable best efforts to find, and the Board shall use its reasonable best efforts to appoint, a new chief executive officer as promptly as practicable. Only candidates for the chief executive officer position that have been reviewed and unanimously approved by the Search Committee will be considered by the Board. All members of the Search Committee New Independent Directors shall be integrally involved in all material aspects of given the search same consideration for a new chief executive officer. The size membership to any committees of the Board shall not be increased or decreased during the Standstill Period without the prior written consent of the Barington Group, provided, however, that upon the Board’s approval as any other independent director with similar relevant expertise and the Company’s hiring of a new chief executive officer, such individual may be added to the Board as an eleventh directorqualifications. f. While each New Independent Director (dand any Replacement Director, as applicable) The Company shall include each Barington Director in the Board’s slate of nominees for election serves as a director of the Company Board, he or she shall receive compensation (including equity-based compensation, if any), an annual retainer, and use its reasonable best efforts to cause benefits (including expense reimbursements) on the election of each Barington Director at the Company’s 2006 and 2007 annual meetings of shareholders including, without limitation, recommending that the Company’s shareholders vote in favor of the election of the Barington Directors at each such annual meeting and voting the shares of Common Stock represented by same basis as all proxies granted by shareholders in connection with the solicitation of proxies by the Board of Directors in connection with such meetings in favor of the Barington Directors, except for such proxies that specifically indicate a vote to withhold authority with respect to the Barington Directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. (e) The Barington Group agrees to vote in favor of the Board’s slate of nominees for election as other nonemployee directors of the Company at Corporation as determined by the 2006 and 2007 annual meetings of shareholders, provided that each such slate includes the Barington DirectorsBoard. (f) If at any time during the Standstill Period there shall occur a vacancy in a Board seat either (x) previously occupied by a Barington Director by reason of the resignation, removal, death or incapacity of such Barington Director, or (y) as a result of the proviso set forth in Section 3(b)(ii) above, then the Company shall take all necessary action to promptly fill such vacancy by a person proposed by the Barington Group that meets the qualifications of an Independent Director, unless the Nominating and Governance Committee reasonably determines in good faith that such person does not meet the qualifications of the Board as then in effect, in which case the Barington Group shall promptly propose another person so qualified to be appointed in accordance with the provisions of this Section 3(f). If, as a result of the vacancy described in the first sentence of this Section 3(f), any of the Board’s standing or special committees does not include a Barington Director, the Board shall immediately appoint another Barington Director to serve on such committee or committees, provided that such Barington Director is then qualified to serve on such committee under applicable legal requirements and listing standards. Any replacement director appointed pursuant to this Section 3(f) shall also be referred to as a “Barington Director.” (g) Concurrently g. Concurrent with the execution of this Agreement, the Company shall provide evidenceAncora Parties hereby irrevocably withdraw the Nomination Notice and any related materials or notices. h. The New Independent Directors (and any Replacement Director, reasonably satisfactory as applicable) will be subject to the Barington Groupsame protections and obligations regarding confidentiality, that conflicts of interest, related-party transactions, fiduciary duties (as set forth under Maryland law), codes of conduct, trading and disclosure policies (including the Board has authorized Corporation’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy), director resignation policy, stock ownership guidelines and approved this Agreement other governance guidelines and the execution and performance hereof and has performed each policies of the covenants Corporation as other directors, as amended from time to time (collectively, the “Corporation Policies”), and agreements shall have the same rights and benefits, including with respect to insurance, indemnification, compensation and fees, as are applicable to all nonemployee directors of the Company set forth herein that are required Corporation. The Corporation shall make available to be performed prior the New Independent Directors (and any Replacement Director, as applicable) copies of all Corporation Policies not publicly available on the Corporation’s website. At all times while a New Independent Director (and any Replacement Director, as applicable) is serving as a member of the Board, (i) such New Independent Director shall not disclose any confidential information of the Corporation and/or its subsidiaries to any of the Ancora Parties or concurrently with the execution any “Affiliate” or “Associate” (for purposes of this Agreement, as each is defined in Rule 12b-2 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of each Ancora Party (collectively and individually, the “Ancora Affiliates”) and (ii) each Ancora Party shall not, and shall cause the Ancora Affiliates not to, seek to obtain confidential information of the Corporation and/or its subsidiaries from any New Independent Director (or any Replacement Director, as applicable) or other director. i. Notwithstanding anything to the contrary in this Agreement, the rights and privileges set forth in this Agreement shall be personal to the Ancora Parties, respectively, and may not be transferred or assigned to any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature (each, a “Person”), except that the Ancora Parties shall be permitted to transfer or assign this Agreement to their respective controlled Affiliates, provided that any such transfer or assignment shall not relieve any transferring Ancora Party of its or their obligations under this Agreement. j. For purposes of this Agreement, the term “Beneficially Own” or variations thereof shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

Board Matters. (a) Prior Ligand shall as promptly as practicable, and in any event within three business days after the date hereof, take all action necessary (including the calling of a special meeting of the Board to the execution of this Agreement approve such actions) to: (i) expand the Nominating and Governance Committee size of the Board has reviewed so as to create three new directorships on the Board in accordance with Article III of its amended and approved the qualifications of Jrestated bylaws, (ii) appoint Daniel S. Loeb, Jeffrey R. Perry and Brigette Roberts, MD (collec▇▇▇▇▇▇, ▇▇▇ "▇hi▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, M▇s") t▇ ▇. ▇▇▇▇▇▇, A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and J▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇y-created directorships, and (iii) create a special committee of the Board (the "Special Committee"), consisting of Mr. Loeb, Dr. Roberts and one current member of the Board, to exp▇▇▇▇ ▇▇▇ a▇▇ ▇▇▇▇ ▇▇▇pect to Ligand's strategic alternatives. (each individuallyb) The Special Committee shall be empowered to retain its own investment bankers, attorneys and other advisers on such terms as the Special Committee shall approve, to consider and take action with respect to any strategic alternatives (subject only to the requirements of Section 141(c) of the Delaware General Corporation Law), to negotiate with any third parties and their representatives on behalf of Ligand with respect to any proposed strategic alternatives, to obtain such information regarding Ligand and assistance from the officers, employees and agents of Ligand and to take such other actions to carry out its responsibilities as the Special Committee shall deem appropriate. Ligand shall pay all expenses incurred by the Special Committee, including the fees and expenses of its investment bankers, attorneys and other advisers. (c) Ligand shall as promptly as practicable after the date hereof take all actions necessary to call a “Barington Director” and collectively, meeting of its stockholders (the “Barington Directors”"Stockholder Meeting") to serve as elect eight directors to the Board and to cause the record date for such Stockholder Meeting to be December 5, 2005 and the date of the Stockholder Meeting to be January 15, 2006. At the Stockholder Meeting, Offshore Fund and its affiliates shall nominate eight persons for election to the Board, and such slate shall include the Third Point Nominees and five other current members of the Board and designated by Ligand (ii) the Board has determined that each of the Barington Directors are “independent” as defined by the listing standards of the New York Stock Exchange (a person qualifying as independent, as so defined, an “Independent Director”"Slate"); (b) Concurrently with the execution of this Agreement, (i) the Company . Ligand shall increase take all action necessary to reduce the size of the Board from nine (9) to ten (10) directors; (ii) eight effective upon the Barington Directors shall be appointed as members election of the Board, Slate. Ligand shall cooperate on a timely basis with the Offshore Fund and its affiliates in the solicitation of proxies to serve as directors until elect the expiration Slate (but shall not solicit proxies if prohibited from doing so by applicable law or the rules of the term ending Securities and Exchange Commission (the "SEC")), including providing Offshore Fund with all necessary information on its designees and any other matters necessary to from time to time supplement or amend the proxy materials filed by Offshore Fund and its affiliates with the SEC (the "Third Point Proxy Materials"). To the extent Ligand prepares and distributes proxy materials (the "Ligand Proxy Materials") with respect to the matters to be voted on at the Company’s 2006 Annual Stockholder Meeting and until their successors have been duly elected and qualified or until their earlier death, resignation otherwise makes a solicitation or removal; provided, however, that the appointment of A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ recommendation with respect to the Board is subject matters to be voted on at the approval of M▇. ▇▇▇▇▇▇▇▇’▇ prior employer; provided further thatStockholders Meeting, if M▇. ▇▇▇▇▇▇▇▇ does not receive such approvalLigand Proxy Materials, solicitation or if he is unable to serve for any other reason, then recommendation shall support the Barington Group will propose another person to fill the Board vacancy in accordance with the provisions of Section 3(f); (iii) a Barington Director shall be appointed to serve on each standing committee (including, without limitation, the Audit Committee, the Nominating and Governance Committee and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) election of the Board, in each case for the duration of the Standstill Period (as defined below), and a Barington Director shall be appointed Slate to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, in each case, that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and (iv) J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be appointed to serve on the special committee of the Board that has been formed to search for a new chief executive officer of the Company, which committee shall consist of one Barington Director and the chairpersons of the Board’s Audit Committee, Nominating and Governance Committee and Human Resources Committee (the “Search Committee”). (c) The Search Committee shall use its reasonable best efforts to find, and the Board shall use its reasonable best efforts to appoint, a new chief executive officer as promptly as practicable. Only candidates for the chief executive officer position that have been reviewed and unanimously approved by the Search Committee will be considered by the Board. All members of In addition, to the Search Committee extent Ligand desires to add any other proposals to the Ligand Proxy Materials, it shall be integrally involved first discuss such proposals with Offshore Fund and its affiliates and shall not include such proposals unless Offshore Fund consents to their inclusion in all material aspects of the search for a new chief executive officer. The size of the Board Ligand Proxy Materials, which consent shall not be increased unreasonably withheld or decreased during the Standstill Period without the prior written consent of the Barington Group, provided, however, that upon the Board’s approval and the Company’s hiring of a new chief executive officer, such individual may be added to the Board as an eleventh directordelayed. (d) The Company shall include each Barington Director in Should any of the Third Point Nominees decide not to seek a position on the Board’s slate of nominees for election as a director of the Company and use its reasonable best efforts , or after being elected to cause the election of each Barington Director at the Company’s 2006 and 2007 annual meetings of shareholders including, without limitation, recommending that the Company’s shareholders vote in favor of the election of the Barington Directors at each such annual meeting and voting the shares of Common Stock represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board of Directors in connection with such meetings in favor of decide to resign therefrom, Offshore Fund shall be entitled to designate the Barington Directors, except replacement for such proxies that specifically indicate a vote Third Point Nominee or to withhold authority with respect to fill the Barington Directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. (e) The Barington Group agrees to vote in favor of resulting vacancy on the Board’s slate of nominees for election , as directors of the Company at the 2006 applicable, and 2007 annual meetings of shareholders, provided that each such slate includes the Barington Directors. (f) If at any time during the Standstill Period there shall occur a vacancy in a Board seat either (x) previously occupied by a Barington Director by reason of the resignation, removal, death or incapacity of such Barington Director, or (y) as a result of the proviso set forth in Section 3(b)(ii) above, then the Company Ligand shall take all necessary action to implement the foregoing as promptly fill such vacancy by a person proposed by the Barington Group that meets the qualifications of an Independent Director, unless the Nominating and Governance Committee reasonably determines in good faith that such person does not meet the qualifications of the Board as then in effect, in which case the Barington Group shall promptly propose another person so qualified to be appointed in accordance with the provisions of this Section 3(f). If, as a result of the vacancy described in the first sentence of this Section 3(f), any of the Board’s standing or special committees does not include a Barington Director, the Board shall immediately appoint another Barington Director to serve on such committee or committees, provided that such Barington Director is then qualified to serve on such committee under applicable legal requirements and listing standards. Any replacement director appointed pursuant to this Section 3(f) shall also be referred to as a “Barington Directorpracticable.” (g) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington Group, that the Board has authorized and approved this Agreement and the execution and performance hereof and has performed each of the covenants and agreements of the Company set forth herein that are required to be performed prior to or concurrently with the execution of this Agreement.

Board Matters. a. The Company shall, effective immediately following the execution and delivery of this Agreement, (ai) Prior increase the size of the Board from ten (10) to twelve (12) directors and (ii) appoint to the Board ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (together, the “Investor Group Appointees” and each, an “Investor Group Appointee”) as directors of the Company with terms expiring at the 2022 Annual Meeting. b. Effective upon the opening of the polls of the 2022 Annual Meeting, at which time current directors ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇, who previously announced their decision not to stand for reelection, will no longer serve as directors on the Board, the size of the Board shall be reduced to a total of ten (10) or eleven (11) directors, as determined by the Board in its sole discretion. Subsequent to the date of the 2022 Annual Meeting and prior to the expiration of the Standstill Period (as defined below), the Board and all applicable committees of the Board shall not increase the size of the Board to more than eleven (11) directors without the prior written consent of the Investor Group. c. Effective immediately following the execution and delivery of this Agreement, the Board and all applicable committees thereof shall take such actions as are necessary to form an advisory committee of the Board to be named the Capital Allocation and Planning Committee (the “Advisory Committee”) to objectively assess value creation opportunities and to support and make recommendations to the Board and support management’s review of the Company’s capital allocation, operations and strategy and enhanced transparency and disclosures to shareholders. In accordance with Delaware law and the Company’s Amended and Restated Bylaws, the Board shall cause the Advisory Committee to be composed of four (4) members of the Board, (i) including the Investor Group Appointees, with ▇▇. ▇▇▇▇▇▇▇ to serve as Chairman of the Advisory Committee, and (ii) two (2) other members of the Board serving on the Board prior to the execution of this Agreement (i) the Nominating Agreement, who shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and Governance Committee of the Board has reviewed and approved the qualifications of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, M▇▇ ▇. ▇▇▇▇▇▇The Company and the Investor Group shall cooperate in good faith to agree upon a charter for the Advisory Committee, A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ provided that in no event shall such charter provide for, and J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ the Advisory Committee shall not be authorized to and may not, without prior Board approval, (each individuallyx) engage or otherwise employ advisors, a “Barington Director” and investment banks, financial advisors, lawyers or any other party (collectively, the “Barington DirectorsAdvisors”); (y) pay, become obligated to serve as members pay or in any way compensate any Advisors or other parties; or (z) incur any expenses on behalf of the Board and (ii) Advisory Committee and/or the Board has determined that Company. d. The Company shall include each of the Barington Directors are “independent” as defined by the listing standards of the New York Stock Exchange Investor Group Appointees (a person qualifying as independent, as so defined, an “Independent Director”); (b) Concurrently with the execution of this Agreement, (i) the Company shall increase the size of the Board from nine (9) to ten (10) directors; (ii) the Barington Directors shall be appointed as members of the Board, to serve as directors until the expiration of the term ending at the Company’s 2006 Annual Meeting and until their successors have been duly elected and qualified or until their earlier death, resignation or removal; provided, however, that the appointment of A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to the Board is subject to the approval of M▇. ▇▇▇▇▇▇▇▇’▇ prior employer; provided further that, if M▇. ▇▇▇▇▇▇▇▇ does not receive such approval, or if he is unable to serve for any other reason, then the Barington Group will propose another person to fill the Board vacancy in accordance with the provisions of Section 3(f); (iii) a Barington Director shall be appointed to serve on each standing committee (including, without limitation, the Audit Committee, the Nominating and Governance Committee and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) of the Board, in each case for the duration of the Standstill Period Replacement Appointee (as defined below), and a Barington Director shall be appointed to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, as applicable) in each case, that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and (iv) J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be appointed to serve on the special committee of the Board that has been formed to search for a new chief executive officer of the Company, which committee shall consist of one Barington Director and the chairpersons of the Board’s Audit Committee, Nominating and Governance Committee and Human Resources Committee (the “Search Committee”). (c) The Search Committee shall use its reasonable best efforts to find, and the Board shall use its reasonable best efforts to appoint, a new chief executive officer as promptly as practicable. Only candidates for the chief executive officer position that have been reviewed and unanimously approved by the Search Committee will be considered by the Board. All members of the Search Committee shall be integrally involved in all material aspects of the search for a new chief executive officer. The size of the Board shall not be increased or decreased during the Standstill Period without the prior written consent of the Barington Group, provided, however, that upon the Board’s approval and the Company’s hiring of a new chief executive officer, such individual may be added to the Board as an eleventh director. (d) The Company shall include each Barington Director in the Board’s slate of nominees for election as a director directors of the Company at the 2022 Annual Meeting and will use its commercially reasonable best efforts to cause the election of each Barington Director the Investor Group Appointees to the Board at the Company’s 2006 and 2007 annual meetings of shareholders including, without limitation, 2022 Annual Meeting (including the Board recommending that the Company’s shareholders vote in favor of the election of the Barington Directors at each such annual meeting Investor Group Appointees in the Company’s proxy statement for the 2022 Annual Meeting and voting otherwise supporting the shares of Common Stock represented by all proxies granted by shareholders Investor Group Appointees for election in connection with a manner no less rigorous and favorable than the solicitation of proxies by manner in which the Board of Directors Company supports its other nominees in connection with such meetings in favor of the Barington Directors, except for such proxies that specifically indicate a vote to withhold authority with aggregate). With respect to the Barington Directors. Neither 2022 Annual Meeting, the Company may also include an additional nominee identified by the Governance Committee of the Board nor in the Company shall take any position, make any statements or take any action inconsistent with such recommendations. (e) The Barington Group agrees to vote in favor of the BoardCompany’s slate of nominees for election as directors of the Company at the 2006 and 2007 annual 2022 Annual Meeting. The Company may invite any additional nominee as a guest to all meetings of shareholders, provided that each such slate includes the Barington DirectorsBoard held prior to the 2022 Annual Meeting. (f) If at any time e. If, during the Standstill Period there shall occur a vacancy Period, any Investor Group Appointee resigns from the Board or is rendered unable (due to death or disability) to, or refuses to, serve on the Board for any reason, and at all times since the date of this Agreement and at such time the Ancora Investors Beneficially Own in a Board seat either (x) previously occupied by a Barington Director by reason the aggregate at least 1% of the resignationCompany’s then-outstanding Common Stock (the “Company Ownership Level Minimum”), removalthen, death or incapacity of such Barington Directorso long as the Ancora Investors Beneficially Own in the aggregate at least the Company Ownership Level Minimum, or the Ancora Investors shall identify a replacement (y) who shall qualify as a result “independent” pursuant to the rules of the proviso set forth in Section 3(b)(iiNasdaq Stock Market and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”)) aboveto fill the resulting vacancy caused by such Investor Group Appointee’s departure from the Board and any such person shall be promptly appointed to the Board, then subject to the Company shall take all necessary action good faith review and approval (such approval not to promptly fill such vacancy by a person proposed be unreasonable conditioned, withheld or delayed) by the Barington Group that meets the qualifications of an Independent Director, unless the Nominating and Governance Committee reasonably determines in good faith and the Board, (any such replacement director, a “Replacement Appointee”); provided that such person does a Replacement Appointee shall not meet the qualifications be any member of the Board as then in effectInvestor Group or any Affiliate, in which case the Barington Group shall promptly propose another person so qualified to be appointed in accordance with the provisions Associate or employee of this Section 3(f). If, as a result any member of the vacancy described in the first sentence of this Section 3(f), any of the Board’s standing or special committees does not include a Barington Director, the Board shall immediately appoint another Barington Director to serve on such committee or committees, provided that such Barington Director is then qualified to serve on such committee under applicable legal requirements and listing standardsInvestor Group. Any replacement director appointed Replacement Appointee designated pursuant to this Section 3(f1(e) as replacing an Investor Group Appointee prior to the 2022 Annual Meeting shall also stand for election at the 2022 Annual Meeting together with the Company’s other nominees. Upon a Replacement Appointee’s appointment to the Board, such Replacement Appointee shall be referred deemed to as a “Barington Directorbe an Investor Group Appointee for all purposes under this Agreement.” (g) Concurrently f. Concurrent with the execution of this Agreement, Ancora hereby irrevocably withdraws (i) the Company shall provide evidence, reasonably satisfactory to Nomination Notice and (ii) the Barington Group, that the Board has authorized and approved this Agreement and Demand Letter. g. Effective immediately following the execution and performance hereof delivery of this Agreement, the Board and has performed each all applicable committees thereof shall take such actions as are necessary to add ▇▇. ▇▇▇▇▇▇▇ to the Compensation Committee of the covenants Board and agreements ▇▇. ▇▇▇▇▇ to the Governance Committee. In addition to the Board committee appointments contemplated herein, the Parties intend that each Investor Group Appointee (and any Replacement Appointee, as applicable) shall be considered for membership on committees of the Board in the same manner as other independent members of the Board. Each Investor Group Appointee shall have the same right as other members of the Board to be invited to attend meetings of committees of the Board of which any Investor Group Appointee is not a member. Further, in the event the Board establishes any new committee(s) of the Board during the Standstill Period, each Investor Group Appointee shall be considered for membership on such committee(s) in the same manner as other independent members of the Board. h. While any Investor Group Appointee (or any Replacement Appointee, as applicable) serves as a director of the Board, such Investor Group Appointee shall receive compensation (including equity-based compensation, if any) for the Board and committee meetings attended, an annual retainer and benefits (including expense reimbursements) on the same basis as all other non-employee directors of the Company. i. The Investor Group Appointees (and any Replacement Appointee, as applicable) will be governed by the same protections and obligations regarding confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, trading and disclosure policies, director resignation policy, and other governance guidelines and policies of the Company set forth herein that as other directors, as amended from time to time (collectively, “Company Policies”), and shall have the same rights and benefits, including with respect to insurance, indemnification, compensation and fees, as are required applicable to be performed prior all independent directors of the Company. The Company shall make available to any Investor Group Appointee copies of all Company Policies not publicly available on the Company’s website. At all times while any Investor Group Appointee is serving as a member of the Board, (i) such Investor Group Appointee shall not disclose to the Investor Group, any members of the Investor Group or concurrently with the execution any “Affiliate” or “Associate” (for purposes of this Agreement, as each is defined in Rule 12b-2 promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of each such member of the Investor Group (collectively and individually, the “Investor Group Affiliates”) or any other person or entity not affiliated with the Company any confidential information of the Company, and (ii) the Investor Group and each member of the Investor Group shall not, and shall cause their Affiliates not to, seek to obtain confidential information of the Company from any Investor Group Appointee (or any Replacement Appointee). Furthermore, the Investor Group agrees that none of the Investor Group Appointees may share any information with the Investor Group in respect of the Company which they learn in their capacity as a director of the Company, including discussions or matters considered in meetings of the Board or any Board committee, at any time, for any reason, without the Company’s prior consent. j. Notwithstanding anything to the contrary in this Agreement, the rights and privileges set forth in this Agreement shall be personal to the Investor Group and may not be transferred or assigned to any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature (each, a “Person”), except that the Investor Group shall be permitted to transfer or assign this Agreement to their respective Affiliates, provided that any such transfer or assignment shall not relieve any transferring Investor Group party of its obligations under this Agreement. k. For purposes of this Agreement, the term “Beneficially Own” or variations thereof shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.