Common use of Board Nomination and Other Company Matters Clause in Contracts

Board Nomination and Other Company Matters. (a) In accordance with the Company’s By-Laws and Delaware law, the Company agrees that, effective as of the next meeting (the “March Board Meeting”) of the Board of Directors of the Company (the “Board”), which shall be held not later than March 27, 2014, and prior to taking any other formal action at such meeting, the Board will: (1) increase the size of the Board to fourteen (14) members; and (2) appoint Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, III, Xxxxx X. Xxxxxx and V. Xxxx Xxxxx (together, the “XXXX Nominees”) (other than in the case of the refusal or inability of any such person to serve, in which case, the Board shall appoint his/her substitute chosen in accordance with Section 3(c)) as Company directors to fill the vacancies created thereby and to have the same rights of participation in all other matters undertaken at the March Board Meeting as the other Company directors; provided, however, that as a condition to the appointment of each XXXX Nominee, such XXXX Nominee shall have completed and executed the Company’s 2014 Questionnaire for Potential Director Nominees and the Director Nominee Representation and Agreement, provided that such documents have not been amended in any material respect from the versions provided to XXXX prior to the date of this Agreement, and have agreed to comply with all policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company’s directors, including the Company’s Code of Business Conduct, to provide the information regarding themselves that is required to be disclosed for candidates for directors and directors in a proxy statement under the federal securities laws of the United States of America and/or applicable New York Stock Exchange rules and regulations, and to provide such other customary information as reasonably requested by the Company; and provided, further that any XXXX Nominee may participate in the March Board Meeting telephonically if unable to attend in person. (b) The Company agrees that: (1) the Board will not approve any material new transactions prior to the March Board Meeting; (2) at the 2014 annual meeting of the Company’s shareholders (the “2014 Annual Meeting”), the Board will nominate the XXXX Nominees (other than in the case of the resignation, refusal or inability of any such person to serve, in which case, the Board shall nominate his/her substitute chosen in accordance with Section 3(c)), together with the other persons included in the Company’s slate of nominees for election as director at the 2014 Annual Meeting in accordance with Section 3(d), as directors of the Company, in each case with a term expiring at the 2015 annual meeting of the Company’s shareholders (the “2015 Annual Meeting”); (3) the Board will recommend that the shareholders of the Company vote to elect the XXXX Nominees as directors of the Company at the 2014 Annual Meeting; (4) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of the XXXX Nominees at the 2014 Annual Meeting (it being understood that such efforts shall be not less than the efforts used by the Company to obtain the election of any other independent (as determined under Section 303A of the New York Stock Exchange's Listed Company Manual) director nominee nominated by it to serve as a director on the Board at the 2014 Annual Meeting); and (5) two individuals who are Company directors as of the date of this Agreement (other than Xxxxxx X. Xxxxxx, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek to fill such vacancies. (c) The Company agrees that if any of the XXXX Nominees resigns as a director or otherwise refuses to or is unable to serve as a director at any time prior to the 2015 Annual Meeting, including as a result of death or disability, XXXX shall be entitled to designate a replacement director who shall be independent of XXXX, would be considered an independent director of the Company under Section 303A of the New York Stock Exchange’s Listed Company Manual, is reasonably acceptable to the Board as a replacement director and has a comparable amount of business experience, although such experience need not be in the same industry or industries, and is in equally good standing in all material respects, as the XXXX Nominee being replaced. For the avoidance of doubt, the substitute director shall thereafter be deemed a XXXX Nominee for purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement applicable to the resigning XXXX Nominee prior to his or her resignation, and such person shall be appointed to the Board to serve the unexpired term, if any, of such XXXX Nominee. (d) Other than the XXXX Nominees, the Board will only nominate eight (8) individuals for election at the 2014 Annual Meeting, including Xx. Xxxxxx subject to Section 4(b) of this Agreement. (e) Promptly following the 2014 Annual Meeting, the Board will decrease the size of the Board to twelve (12) members. Until the 2015 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve (12) members, and shall not decrease the size of the Board if such decrease would require the resignation of one or more of the XXXX Nominees. Other than for vacancies filled pursuant to Section 3(c) or arising as a result of a breach of this Agreement by the Company, nothing in this Agreement shall prevent the Company from filling all vacancies in accordance with the By-Laws of the Company. (f) The Company will take appropriate action so that, prior to the 2015 Annual Meeting, its director change of position policy does not require a XXXX Nominee to resign by reason of any material change in his or her primary job responsibility or position held at the time such XXXX Nominee was appointed to the Board.

Board Nomination and Other Company Matters. (a) In a. Effective as of the execution of this Agreement, in accordance with the Company’s By-Laws Bylaws and Delaware law, the Company agrees that, effective as of the next meeting (the “March Board Meeting”) of the Board of Directors of the Company (the “Board”), which shall be held not later than March 27, 2014, and prior to taking any other formal action at such meeting, the Board will: (1) increase have caused the size of the Board to fourteen be increased to seven (147) members; and (2) appoint Xxxxx members and appointed each of Xxxxxxxxx XxXxxxx and Xxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, III, Xxxxx X. Xxxxxx and V. Xxxx Xxxxx (togethercollectively, the “XXXX Nominees” and each, a “Nominee”) (other than in as a director for a term expiring at the case 2019 annual meeting of the refusal Company’s stockholders (the “2019 Annual Meeting”) or inability of any such person to serveher earlier resignation, in which case, the Board shall appoint his/her substitute chosen death or removal in accordance with Section 3(c)) as Company directors to fill the vacancies created thereby and to have the same rights of participation in all other matters undertaken at the March Board Meeting as the other Company directors; provided, however, that as Company’s Bylaws. As a condition to the appointment of each XXXX Nominee, such XXXX each Nominee shall have completed and executed the Company’s 2014 Questionnaire for Potential Director Nominees and the Director Nominee Representation and Agreement, provided that such documents have not been amended in any material respect from the versions provided to XXXX prior to the date of this AgreementQuestionnaire, and have has agreed to comply with all applicable fiduciary duties, policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company’s directors, including the Company’s Corporate Governance Guidelines, Code of Business ConductConduct and Ethics, Xxxxxxx Xxxxxxx Policy and Board of Directors Summary Confidentiality and Disclosure Policy, to provide the information regarding themselves herself that is required to be disclosed for candidates for directors and directors in a proxy statement under the U.S. federal securities laws of the United States of America and/or applicable New York Stock Exchange NASDAQ rules and regulations, and to provide such other customary information as reasonably requested by the Company; and provided, further that any XXXX Nominee may participate in the March Board Meeting telephonically if unable to attend in person. (b) The Company agrees that: (1) b. Each Nominee shall be compensated for her services as a director, shall receive the Board will not approve any material new transactions prior to same benefits, and shall be reimbursed for her expenses on the March Board Meeting; (2) at the 2014 annual meeting same basis as all other non-employee directors of the Company’s shareholders (Company and shall be eligible to be granted equity-based compensation on the “2014 Annual Meeting”), the Board will nominate the XXXX Nominees (same basis as all other than in the case of the resignation, refusal or inability of any such person to serve, in which case, the Board shall nominate his/her substitute chosen in accordance with Section 3(c)), together with the other persons included in the Company’s slate of nominees for election as director at the 2014 Annual Meeting in accordance with Section 3(d), as non-employee directors of the Company, in each case with a term expiring at . Each Nominee shall be entitled to the 2015 annual meeting same rights of indemnification and directors’ and officers’ liability insurance coverage as the Company’s shareholders (the “2015 Annual Meeting”); (3) the Board will recommend that the shareholders of the Company vote to elect the XXXX Nominees as other non-employee directors of the Company at the 2014 Annual Meeting; (4) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) as such rights may exist from time to obtain the election of the XXXX Nominees at the 2014 Annual Meeting (it being understood that such efforts shall be not less than the efforts used by the Company to obtain the election of any other independent (as determined under Section 303A of the New York Stock Exchange's Listed Company Manual) director nominee nominated by it to serve as a director on the Board at the 2014 Annual Meeting); and (5) two individuals who are Company directors as of the date of this Agreement (other than Xxxxxx X. Xxxxxx, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek to fill such vacanciestime. (c) The Company agrees that if any of the XXXX Nominees c. If a Nominee resigns as a director or otherwise refuses to or is unable to serve as a director at any time prior to the 2015 date of the 2020 annual meeting of the Company’s stockholders (the “2020 Annual Meeting”), including as a result of death or disability, XXXX the Investor Group shall be entitled to designate a replacement director (the “Replacement Director”) who shall be independent of XXXXthe Investor Group, would be considered an independent director of the Company under Section 303A the listing rules of NASDAQ, meets the criteria set forth in the Corporate Governance Guidelines and as reasonably established by the Nominating and Corporate Governance Committee of the New York Stock Exchange’s Listed Company ManualBoard (the “NCGC”) from time to time, is reasonably acceptable to the Board as a replacement director and has a comparable amount of business experienceexperience as the Nominee the Replacement Director is replacing, although such experience need not be in the same industry or industries, provides the information required by Section 3(a) and is in equally good standing in all material respects, as the XXXX Nominee being replaced. For the avoidance of doubt, the substitute director Replacement Director shall thereafter be deemed a XXXX Nominee for purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement applicable to the resigning XXXX Nominee prior to his or her resignation, and such person shall be appointed to the Board to serve the unexpired term, if any, of such XXXX Nominee. (d) Other than d. Effective as of the XXXX Nomineesexecution of this Agreement, the Board shall have appointed each of Xxxxxxxxx XxXxxxx and Xxxxxxxx Xxxxx as a member of the NCGC. The NCGC will only nominate eight consist of four (8) individuals for election at 4) members effective as of such appointment. Subject to compliance with the 2014 Annual Meetinglisting rules of Nasdaq, including Xx. Xxxxxx subject to Section 4(bthe extent a Nominee (or any Replacement Director) shall serve on the Board pursuant to the terms of this Agreement. , such Nominee (eor Replacement Director) Promptly following shall be entitled to serve on the 2014 Annual MeetingNCGC, and the Board will decrease shall not increase the size of the NCGC to more than four (4) persons. e. The NCGC shall recommend and the Board to twelve shall nominate each of the Nominees for election as a director at the 2019 Annual Meeting for a term expiring at the 2020 Annual Meeting, and the Board shall recommend that the Company’s stockholders vote in favor of the election the Nominees (12) membersalong with all other Company nominees). The Company shall solicit proxies in favor of such election and otherwise support the Nominees for election in a manner no less favorable than the manner in which the Company supports other Company nominees for election as director. f. Until the 2015 2020 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve seven (127) members, and shall not decrease the size of the Board if such decrease would require the resignation of one or more of the XXXX Nomineeseither Nominee. Other than for vacancies filled pursuant to Section 3(c) or arising as a result of a breach of this Agreement by the Company, nothing in this Agreement shall prevent the Company from filling all vacancies in accordance with the By-Laws Bylaws of the CompanyCompany and the laws of the State of Delaware. (f) The Company will take appropriate action so that, prior to the 2015 Annual Meeting, its director change of position policy does not require a XXXX Nominee to resign by reason of any material change in his or her primary job responsibility or position held at the time such XXXX Nominee was appointed to the Board.

Board Nomination and Other Company Matters. (a) In accordance with the Company’s By-Laws Amended and Restated Bylaws (the “Bylaws”) and Delaware law, substantially concurrently with the Company agrees that, effective as execution of the next meeting (the “March Board Meeting”) of the Board of Directors of the Company (the “Board”), which shall be held not later than March 27, 2014, and prior to taking any other formal action at such meeting, the Board will: (1) increase the size of the Board to fourteen (14) members; and (2) appoint Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, III, Xxxxx X. Xxxxxx and V. Xxxx Xxxxx (together, the “XXXX Nominees”) (other than in the case of the refusal or inability of any such person to serve, in which casethis Agreement, the Board shall appoint his/her substitute chosen in accordance with Section 3(c)take all necessary action to (i) as cause or accept the resignation of three (3) current directors of the Company directors to fill the vacancies created thereby and to have the same rights of participation in all other matters undertaken at the March Board Meeting as the other Company directors; provided, however, that as a condition to the appointment of each XXXX Nominee, such XXXX Nominee shall have completed and executed the Company’s 2014 Questionnaire for Potential Director Nominees and the Director Nominee Representation and Agreement, provided that such documents have not been amended in any material respect from the versions provided to XXXX prior to Board (the date “Director Resignations”), effective five (5) business days following the announcement of this Agreement, and (ii) appoint each of Xxxxx Xxxxxxxx (the “XXXX Nominee”) and Xxxxx Xxxxxx (the “Mutual Nominee” and together with the XXXX Nominee, the “Agreed Nominees”) as an independent Company director in Class II for a term expiring at the 2022 annual meeting of the Company’s stockholders (the “2022 Annual Meeting”) or until such person’s earlier death, resignation, disqualification or removal. Subject to satisfaction of the conditions set forth herein, the Agreed Nominees shall be appointed immediately following the Director Resignations. Notwithstanding the foregoing, the Agreed Nominees’ appointment to the Board shall be effective five (5) business days following the announcement of their appointment and this Agreement as provided for in Section 5 below. As a condition to, and prior to, the appointment of the Agreed Nominees as directors, each Agreed Nominee shall have completed, executed and delivered to the Company the Company’s 2022 Directors’ Questionnaire and the Representation and Agreement and such written consents reasonably requested by the Company as may be necessary or appropriate for the conduct of the Company’s vetting procedures applicable to directors, and shall have agreed to comply with all policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company’s directors, including the Company’s Code of Business Conduct, and agreed to provide the information regarding themselves that is required to be disclosed for candidates for directors and directors in a proxy statement under the U.S. federal securities laws of the United States of America and/or applicable New York Stock Exchange (“NYSE”) rules and regulations. In addition, as a condition to, and to provide such other customary information as reasonably requested by prior to, the Company; and providedappointment of the XXXX Nominee, further that any the XXXX Nominee may participate shall have executed and delivered to the Company an irrevocable resignation as a director of the Company in the March Board Meeting telephonically if unable to attend form attached hereto as Exhibit A (the “Irrevocable Resignation Letter”), it being understood that in person. (b) The Company agrees that: (1) the Board will not approve any material new transactions prior event the Irrevocable Resignation Letter becomes effective pursuant to the March Board Meeting; (2) at terms thereof, it shall be in the 2014 annual meeting Board’s sole discretion whether to accept or reject such resignation and effectuate the XXXX Nominee’s termination from the Board. If for any reason either of the Agreed Nominees is unable or unwilling to serve as a director of the Company’s shareholders (the “2014 Annual Meeting”), the Board will nominate the Company and XXXX Nominees (other than shall promptly choose a replacement Agreed Nominee as provided in the case Section 3(b) of this Agreement. Provided that each of the resignation, refusal or inability of any such person Agreed Nominees have been appointed to serve, in which casethe Board and is able and willing to continue to serve on the Board, the Board Company shall nominate his/her substitute chosen in accordance with Section 3(c)), together with include each of the other persons included Agreed Nominees in the Company’s slate of recommended nominees standing for election as director at the 2014 2022 Annual Meeting in accordance with Section 3(d)and shall recommend, as directors of the Company, in each case with a term expiring at the 2015 annual meeting of the Company’s shareholders (the “2015 Annual Meeting”); (3) the Board will recommend that the shareholders of the Company vote to elect the XXXX Nominees as directors of the Company at the 2014 Annual Meeting; (4) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain support and solicit proxies for the election of the XXXX Agreed Nominees at the 2014 2022 Annual Meeting (it being understood that such efforts shall be not less than in the efforts used by same manner as for the Company to obtain the election of any Company’s other independent (as determined under Section 303A of the New York Stock Exchange's Listed Company Manual) director nominee nominated by it to serve as a director on the Board nominees at the 2014 2022 Annual Meeting); and (5) two individuals who are Company directors as of the date of this Agreement (other than Xxxxxx X. Xxxxxx, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek to fill such vacancies. (cb) The Company agrees that if any of the XXXX Nominees If an Agreed Nominee resigns as a director or otherwise refuses to or is unable to serve as a maintain his or her director role at any time prior to the 2015 Annual Meetingend of the Cooperation Period (as defined below), including as a result of death or disabilitydisability (such Agreed Nominee, a “Former Nominee”), then, (i) if such Former Nominee was the XXXX Nominee, XXXX shall be entitled to designate a replacement director who that is reasonably acceptable to the Board (which acceptance shall not be independent of XXXXunreasonably withheld; provided that, if JANA’s proposed designee is not acceptable to the Board, XXXX shall continue to have the right to designate a replacement director with respect to such Former Nominee until such a replacement director is accepted by the Board) and (ii) if such Former Nominee was the Mutual Nominee, the Company and XXXX shall mutually agree on a replacement director, which replacement director would be considered an independent director of the Company under Section 303A the applicable rules of the New York Stock Exchange’s Listed Company ManualSecurities and Exchange Commission (the “SEC”), is reasonably acceptable to the Board as a replacement director listing rules of the NYSE and has a comparable amount the applicable governance policies of business experience, although the Company; provides all information required of such experience need not be in the same industry or industries, and Former Nominee by Section 3(a); is in equally good standing in all material respectsrespects as was such Former Nominee; and shall not, after giving effect to such replacement director’s becoming a director of the Company, be considered to be “overboarded” or “overcommitted” as a director of the Company under the applicable policies of Institutional Shareholder Services, Inc. and/or Glass Lewis & Co., LLC. Upon such replacement director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such replacement director to any applicable committee of the Board of which the XXXX Nominee being replacedwas a member immediately prior to such XXXX Nominee’s resignation or removal or, if the Board or the applicable committee of the Board determines that the replacement director does not satisfy the requirements of the Nasdaq and applicable law with respect to service on the applicable committee (which determination shall be made reasonably and in good faith), to an alternative committee of the Board. For the avoidance of doubt, the substitute (A) a replacement director for a XXXX Nominee shall thereafter be deemed a the XXXX Nominee for purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement as were applicable hereunder to the resigning XXXX Nominee prior to his or her resignation(including, without limitation, the conditions referenced in Section 3(a) of this Agreement and satisfaction of the eligibility requirement in the last sentence of such person Section 3(a)) and (B) a replacement director for a Mutual Nominee shall thereafter be appointed deemed the Mutual Nominee for purposes of this Agreement and be entitled to the Board same rights and subject to serve the unexpired termsame requirements under this Agreement as were applicable hereunder to the Mutual Nominee (including, if anywithout limitation, the conditions referenced in Section 3(a) of such this Agreement). (c) Concurrently with and effective upon the execution of this Agreement, XXXX Nominee.shall irrevocably withdraw or cause the irrevocable withdrawal of the nomination notice, dated as of May 20, 2022, submitted to the Company by XXXX Strategic Investments Benchmark Master Fund, L.P. (d) Other than The Company agrees that until the XXXX Termination Date (as defined below), the number of directors of the Company constituting the Board (i) shall not exceed eleven (11), including the Agreed Nominees, the Board will only nominate eight and (8) individuals for election at the 2014 Annual Meeting, including Xx. Xxxxxx subject to Section 4(bii) of this Agreement. (e) Promptly following the 2014 Annual Meeting, the Board will decrease the size of the Board to twelve (12) members. Until the 2015 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve (12) members, and shall not decrease the size of the Board be decreased if such decrease would require the resignation of one or more of the XXXX Nominees. Other than for vacancies filled pursuant to Section 3(c) or arising as a result of a breach of this Agreement by the Company, nothing in this Agreement shall prevent the Company from filling all vacancies in accordance with the By-Laws of the Companyan Agreed Nominee. (f) The Company will take appropriate action so that, prior to the 2015 Annual Meeting, its director change of position policy does not require a XXXX Nominee to resign by reason of any material change in his or her primary job responsibility or position held at the time such XXXX Nominee was appointed to the Board.

Board Nomination and Other Company Matters. (a) In accordance with the Ohio General Corporation Law, the Company’s By-Laws Amended Articles of Incorporation and Delaware lawthe Company’s Regulations, the Company agrees that, effective as will appoint to the Company’s board of the next meeting directors (the “March Board Meeting”) board of the Board of Directors of the Company (the “Boarddirectors”), which shall be held not later than March 27, 2014, and prior to taking any other formal action at such meeting, the Board will: (1) increase the size as a Class II director, a senior executive of the Board to fourteen (14) members; and XXXX designated by XXXX and set forth on Schedule B hereto, (2) appoint Xxxxx X. Xxxxxas a Class I director, Xxxxxxx X. Xxxxxxxxan Independent (as defined in Section 7 below) designated by XXXX and reasonably acceptable to the Governance and Nominating Committee of the Company’s board of directors (the “Governance and Nominating Committee”) and set forth on Schedule B hereto and (3) as a Class III director, IIIan Independent jointly selected (from among candidates proposed in good faith by either or both parties) in good faith, Xxxxx X. Xxxxxx and V. Xxxx Xxxxx reasonably acceptable to each of, XXXX and the Governance and Nominating Committee (togetherthe persons in clauses (1)-(3) collectively, the “2009 Designees). The parties shall use good faith efforts to reach agreement promptly with respect to the 2009 Designee referred to in clause (a)(3) of this Section, and in any event within twenty business days of the execution of this Agreement or as soon as reasonably practicable thereafter. Each of the appointments described in the preceding sentence will be made, in accordance with the Company’s Governance Principles, a copy of which has previously been provided to XXXX Nominees(the “Governance Principles”), promptly after (i) (other than in the case of the refusal 2009 Designee referred to in clause (a)(3) of this Section, such 2009 Designee has been identified, and (ii) for all 2009 Designees, the condition to his or inability of any her appointment set forth in the second succeeding sentence has been satisfied, provided that this condition shall be waived if the Company does not take all necessary action to enable such person individual to servecomply with such condition reasonably promptly following the date such individual is identified and agreed upon, in which each case, if applicable. The size of the Board shall appoint his/her substitute chosen in accordance with Section 3(c)) board of directors will be increased by one as Company directors to fill the vacancies created thereby and to have the same rights each such appointment is made, for a total increase of participation in all other matters undertaken at the March Board Meeting as the other Company directors; provided, however, that as three directorships. As a condition to the each such 2009 Designee’s appointment of each XXXX Nominee, such XXXX Nominee shall have completed and executed or election to the Company’s 2014 Questionnaire for Potential Director Nominees and the Director Nominee Representation and Agreementboard of directors, provided that such documents have not been amended in any material respect from the versions provided to XXXX prior to the date of this Agreement, and have agreed each 2009 Designee shall agree to comply with all policies, codes code of conduct, confidentiality obligations conduct and codes code of ethics applicable to all of the Company’s directors, including the Company’s Code of Business Conduct, directors and to provide the information regarding themselves such 2009 Designee that is required to be disclosed for candidates for directors and directors in a proxy statement under the federal securities laws of the United States of America and/or or applicable New York Stock Exchange rules and regulations, information required by the Governance Principles to be submitted in connection with shareholder director nominations and to provide such other customary information as reasonably and promptly requested by the Company with respect to Company nominees. The parties also agree to observe the procedures set forth on Schedule C at meetings of the board of directors. If XXXX and its Affiliates and Associates shall be in compliance with the restrictions set forth in Section 4 through the time of the Company’s 2009 annual meeting of shareholders (provided that, subject to Section 9(d), and solely with respect to inadvertent, non-intentional non-compliance, XXXX shall have five business days following written notice from the Company of non-compliance to remedy such non-compliance if capable of remedy; and provided, further it being understood that any non-compliance that is not inadvertent or is intentional shall not be subject to such five-business-day cure period) and XXXX Nominee may participate and its Affiliates and Associates collectively beneficially own at least 10% of the outstanding Shares through the date of such meeting, the Company agrees to nominate the 2009 Designee who is a member of Class II for election as a director of the Company and to use at least the same efforts to cause the election of such 2009 Designee at the Company’s 2009 annual meeting of shareholders as the Company uses with respect to the election or re-election of any other person nominated for election or re-election by the Company at such meeting; provided that as a condition to such nomination, such 2009 Designee shall execute a letter agreement with the Company in which such person agrees to resign effective as of the March Board Meeting telephonically earlier to occur of (i) the Company’s 2011 annual meeting of shareholders and (ii) following the expiration of the Standstill Period, the taking of any action by XXXX or its Affiliates or Associates which would violate Section 4 hereof had such action taken place prior to the expiration of the Standstill Period. If XXXX and its Affiliates and Associates shall be in compliance with the restrictions set forth in Section 4 through the time of the Company’s 2010 annual meeting of shareholders (provided that, subject to Section 9(d), and solely with respect to inadvertent, non-intentional non-compliance, XXXX shall have five business days following written notice from the Company of non-compliance to remedy such non-compliance if unable capable of remedy; it being understood that any non-compliance that is not inadvertent or is intentional shall not be subject to attend in personsuch five-business-day cure period) and XXXX and its Affiliates and Associates collectively beneficially own at least 5% of the outstanding Shares through the date of such meeting, the Company agrees to nominate the 2009 Designee who is a member of Class III for election as a director of the Company and to use at least the same efforts to cause the election of such 2010 Designee at the Company’s 2010 annual meeting of shareholders as the Company uses with respect to the election or re-election of any other person nominated for election or re-election by the Company at such meeting. (b) The If XXXX delivers a notice in writing to the Company agrees after November 30, 2009 and on or prior to January 1, 2010 requesting that the Company comply with this Section 3(b) and each of XXXX and its Affiliates and Associates is in compliance with the restrictions set forth in Section 4 through the date of the appointment (provided that: , subject to Section 9(d), and solely with respect to inadvertent, non-intentional non-compliance, XXXX shall have five business days following written notice from the Company of non-compliance to remedy such non-compliance if capable of remedy; it being understood that any non-compliance that is not inadvertent or is intentional shall not be subject to such five-business-day cure period) and XXXX and its Affiliates and Associates collectively beneficially own at least 5% of the outstanding Shares through such date of appointment, in accordance with the Ohio General Corporation Law, the Company’s Amended Articles of Incorporation and the Company’s Regulations, the Company shall no later than the date that is thirty business prior to the Company’s 2010 annual meeting, (1) increase the Board will not approve any material new transactions prior to size of the March Board Meeting; board of directors by two seats and (2) at appoint (i) as a Class I director, an Independent designated by XXXX and reasonably acceptable to the 2014 annual meeting Governance and Nominating Committee and (ii) as a Class III director, an Independent jointly selected jointly selected (from among candidates proposed in good faith by either or both parties) in good faith, and reasonably acceptable to each of, XXXX and the Governance and Nominating Committee, to fill the newly-created seats (collectively, the “2010 Designees”). The parties shall use good faith efforts to reach agreement promptly with respect to the 2010 Designee referred to in clause (b)(2)(ii) of this Section, and in any event within twenty business days of the delivery of such notice or as soon as reasonably practicable thereafter. If XXXX and its Affiliates and Associates shall be in compliance with the restrictions set forth in Section 4 through the time of the Company’s 2010 annual meeting of shareholders (the “2014 Annual Meeting”provided that, subject to Section 9(d), and solely with respect to inadvertent, non-intentional non-compliance, XXXX shall have five business days following written notice from the Board will Company of non-compliance to remedy such non-compliance if capable of remedy; it being understood that any non-compliance that is not inadvertent or is intentional shall not be subject to such five-business-day cure period) and XXXX and its Affiliates and Associates collectively beneficially own at least 5% of the outstanding Shares through the date of such meeting, the Company agrees to nominate the XXXX Nominees (other than in the case 2010 Designee who is a member of Class III for election as a director of the resignation, refusal or inability Company and to use at least the same efforts to cause the election of any such person to serve, in which case, the Board shall nominate his/her substitute chosen in accordance with Section 3(c)), together with the other persons included in 2010 Designee at the Company’s slate 2010 annual meeting of nominees shareholders as the Company uses with respect to the election or re-election of any other person nominated for election as director or re-election by the Company at the 2014 Annual Meeting in accordance with Section 3(d), as directors of such meeting. As a condition to each such 2010 Designee’s appointment or election to the Company’s board of directors, in each case 2010 Designee shall agree to comply with a term expiring at the 2015 annual meeting all policies, code of conduct and code of ethics applicable to all of the Company’s shareholders (directors and to provide information regarding such 2010 Designee that is required to be disclosed for candidates for directors and directors in a proxy statement under the “2015 Annual Meeting”); (3) federal securities or applicable New York Stock Exchange rules and regulations, information required by the Board will recommend that the shareholders of the Company vote Governance Principles to elect the XXXX Nominees be submitted in connection with shareholder director nominations and such other customary information as directors of the Company at the 2014 Annual Meeting; (4) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of the XXXX Nominees at the 2014 Annual Meeting (it being understood that such efforts shall be not less than the efforts used reasonably and promptly requested by the Company with respect to obtain the election of any other independent (as determined under Section 303A of the New York Stock Exchange's Listed Company Manual) director nominee nominated by it to serve as a director on the Board at the 2014 Annual Meeting); and (5) two individuals who are Company directors as of the date of this Agreement (other than Xxxxxx X. Xxxxxx, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek to fill such vacanciesnominees. (c) The Company agrees that if If at any time during the Standstill Period, any of the XXXX Nominees resigns as a director Selectees is or otherwise refuses to becomes unwilling or is unable to serve as a director at any time prior to the 2015 Annual Meetingnominee or, including following such person’s appointment or election, as a result director of death the Company, upon the delivery of the resignation (or disabilityif later, effective date of such resignation) of such XXXX Selectee from the board of directors, XXXX shall be entitled to designate a replacement nominee or director, as the case may be, which replacement nominee or director who shall meet the same requirements and be independent of XXXX, would be considered an independent director of the Company under Section 303A of the New York Stock Exchange’s Listed Company Manual, is reasonably acceptable to the Board as a replacement director and has a comparable amount of business experience, although such experience need not be selected in the same industry manner as was applicable to the nominee or industriesdirector being replaced, and is in equally good standing in all material respectssuch person shall be appointed to the board of directors to serve the unexpired term of such XXXX Selectee, as the XXXX Nominee being replaced. For the avoidance of doubt, the substitute director and shall thereafter be deemed a XXXX Nominee Selectee for purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement applicable to the resigning XXXX Nominee Selectee prior to his resignation. If at any time during the Standstill Period, any 2009 Designee or her 2010 Designee who is not a XXXX Selectee is or becomes unwilling or unable to serve as a nominee or, following such person’s appointment or election, as a director of the Company, upon the delivery of the resignation (or if later, effective date of such resignation) of such 2009 Designee or 2010 Designee from the board of directors, the Company shall appoint an Independent jointly selected (from among candidates proposed in good faith by either or both parties) in good faith, and such person shall be appointed reasonably acceptable to each of, XXXX and the Board Governance and Nominating Committee, to serve the unexpired term, if any, term of such XXXX Nominee2009 Designee or 2010 Designee, as applicable. In such case, the parties shall use good faith efforts to reach agreement promptly with respect to such Independent, and in any event within twenty business days of the receipt of notice of such unwillingness or inability or resignation, or as soon as reasonably practicable thereafter. (d) Other than the XXXX Nominees, the Board will only nominate eight (8) individuals for election at the 2014 Annual Meeting, including Xx. Xxxxxx subject to Section 4(b) of this Agreement. (e) Promptly following the 2014 Annual Meeting, the Board will decrease the size of the Board to twelve (12) members. Until the 2015 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve (12) members, and shall not decrease the size of the Board if such decrease would require the resignation of one or more of the XXXX Nominees. Other than for vacancies filled pursuant to Section 3(c) or arising ), during the Standstill Period, the Company shall not fill any vacancy occurring on the board of directors if after filling such vacancy the board of directors would have more than 14 members. The Company shall not take any action to increase the size of the board of directors during the Standstill Period other than as a result set forth in this Agreement, unless following such increase the board of a breach of this Agreement by the Companydirectors shall have no more than fourteen members. The foregoing notwithstanding, nothing in this Agreement paragraph or this agreement shall prevent the Company from appointing its chief executive officer to the board of directors even if such appointment results in the number of directors exceeding fourteen unless the absence of the chief executive officer from the board of directors results from the resignation from the board of directors by such chief executive officer or his or her predecessor followed by the filling all vacancies in accordance of the vacancy created thereby by the board of directors with an individual who is not the By-Laws chief executive officer of the Company. (e) The Company shall appoint the XXXX Selectee referred to in Section 3(a)(1) who is a senior executive of XXXX to any committee of the board of directors now existing or formed in the future the primary purpose of which committee is to review the strategic direction or operational performance of the Company, such appointment to be made promptly following such 2009 Designee’s appointment, or if no such committee now exists but is formed hereafter, promptly following such formation; provided that the service of any XXXX Selectee on any such committee shall cease immediately, and any such XXXX Selectee shall resign from any such committee effective immediately upon the expiration of the Standstill Period, unless otherwise determined by the board of directors in its sole discretion. It is understood by the parties that committees of the board of directors, including but not limited to the executive committee of the board of directors, which have the power to review strategic direction or operational performance of the Company but were not formed primarily for such purpose and have not been assigned such primary purpose after January 21, 2008 shall not be subject to the preceding sentence. It is the understood by the parties that only the board of directors, and not any committee thereof, has the power to designate or change the purpose of a committee of the board of directors. In the event of the replacement as set forth in Section 3(c) of any director appointed to a committee pursuant to this Section 3(e), his or her successor shall be promptly appointed to the committee seat vacated by such former director to serve until the end of the Standstill Period. (f) The Company will take appropriate action so agrees that, prior until the earlier of (1) the expiration of the Standstill Period and (2) such time as any Section 3(f) Person (as defined below) makes any statement that would be in violation of Section 4(a)(E) if made by XXXX, it will not make, or cause to be made, or in any way encourage any other person to make or cause to be made, any statement or announcement that relates to and constitutes an ad hominem attack on, or relates to and otherwise disparages, XXXX, any of its officers or directors or any person who has served as an officer or director of XXXX (such persons, “Section 3(f) Persons”): (A) in any document or report filed with or furnished to the 2015 Annual MeetingSEC or any other governmental agency, its director change (B) in any press release or other publicly available format, or (C) to any journalist or member of position policy does not require the media (including without limitation, in a XXXX Nominee television, radio, newspaper or magazine interview). (g) Within 30 days of the date of this Agreement, the Company shall amend the Rights Agreement, dated as of November 30, 1998, between the Company and Computershare Trust Company, N.A. (as successor for the Fifth Third Bank, N.A.), as amended (the “Rights Agreement”), to resign by reason increase the thresholds set forth in Sections 1(a) and 3(a) of any material change in his or her primary job responsibility or position held at the time such XXXX Nominee was appointed Rights Agreement to the Board20%.

Board Nomination and Other Company Matters. (a) In accordance with the Company’s Amended and Restated By-Laws laws (the “By-laws”) and Delaware Massachusetts law, the Company agrees that, effective as of the next meeting (the “March Board Meeting”) of the Board of Directors of the Company (the “Board”), which shall be held not later than March 27, 2014, and prior to taking any other formal action at such meeting, the Board will: (1) increase the size of the Board to fourteen eleven (1411) membersdirectors and appoint (i) Xxxx Ballhaus, an independent director designated by XXXX (the “XXXX Nominee”) as a Class I director to stand for election at the 2022 annual meeting of the Company’s stockholders (the “2022 Annual Meeting”); and and (2ii) appoint Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, III, Xxxxx X. one independent director who will be Xxxxxx and V. Xxxx Xxxxx (togetheras agreed to by the Company and Starboard Value LP in that certain Cooperation Agreement by and among the Company and Starboard Value LP (and any other members or affiliates of Starboard Value LP signing such agreement (collectively with Starboard Value LP, the “Other Stockholder”)), dated as of June 23, 2022 (the “Other Stockholder Agreement”), to stand for election at the 2022 Annual Meeting (the “Independent Nominee” and, together with the XXXX Nominee, the “Agreed Nominees”) (other than in the case of the refusal or inability of any such person to serve, in which case, the Board shall appoint his/her substitute chosen in accordance with Section 3(c)) as Company directors to fill the vacancies created thereby and to have the same rights of participation in all other matters undertaken at the March Board Meeting as the other Company directors; provided, however, that as a Class I director. The XXXX Nominee shall be appointed immediately upon execution of this Agreement. As a condition to to, and prior to, the appointment of each the XXXX NomineeNominee as director, such the XXXX Nominee shall have completed (x) completed, executed and executed delivered to the Company the Company’s 2014 2022 Questionnaire for Potential Director Nominees Directors and Officers and provided such written consents requested by the Director Nominee Representation and AgreementCompany as may be necessary or appropriate for the conduct of the Company’s vetting procedures applicable to directors, provided that such documents have not been amended in any material respect from the versions provided to XXXX prior to the date of this Agreement, and have (y) agreed to comply with all policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company’s directors, including the Company’s Code of Business ConductConduct and Ethics, and (z) agreed to provide the information regarding themselves that is required to be disclosed for candidates for directors and directors in a proxy statement under the U.S. federal securities laws of the United States of America and/or applicable New York Stock Exchange Nasdaq rules and regulations, and to provide such other customary information as reasonably requested by the Company; and provided, further that . If for any reason the XXXX Nominee may participate in the March Board Meeting telephonically if is unable or unwilling to attend in person. (b) The Company agrees that: (1) the Board will not approve any material new transactions prior to the March Board Meeting; (2) at the 2014 annual meeting serve as a director of the Company’s shareholders (the “2014 Annual Meeting”), the Board will nominate Company and XXXX shall promptly choose a Replacement Nominee (as defined below) as provided in Section 3(b) of this Agreement. Provided that the XXXX Nominees (other than in Nominee has been appointed to the case of Board and is able and willing to continue to serve on the resignation, refusal or inability of any such person to serve, in which caseBoard, the Board Company shall nominate his/her substitute chosen in accordance with Section 3(c)), together with include the other persons included XXXX Nominee in the Company’s slate of recommended nominees standing for election as director at the 2014 2022 Annual Meeting in accordance with Section 3(d), as directors of the Company, in each case with a term expiring at the 2015 annual meeting of the Company’s shareholders (the “2015 Annual Meeting”);and shall (3b) the Board will recommend that the shareholders of the Company vote to elect If the XXXX Nominees as directors of the Company at the 2014 Annual Meeting; (4) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of the XXXX Nominees at the 2014 Annual Meeting (it being understood that such efforts shall be not less than the efforts used by the Company to obtain the election of any other independent (as determined under Section 303A of the New York Stock Exchange's Listed Company Manual) director nominee nominated by it to serve as a director on the Board at the 2014 Annual Meeting); and (5) two individuals who are Company directors as of the date of this Agreement (other than Xxxxxx X. Xxxxxx, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek to fill such vacancies. (c) The Company agrees that if any of the XXXX Nominees Nominee resigns as a director for any reason or otherwise refuses to or is unable to serve as a maintain his or her director role at any time prior to the 2015 Annual Meetingend of the Cooperation Period (as defined below), including as a result of death or disabilitydisability (such XXXX Nominee, a “Former Nominee”), then, XXXX shall be entitled to designate a replacement director who (the “Replacement Nominee”) that is reasonably acceptable to the Board (which acceptance shall not be unreasonably withheld; provided that, if JANA’s proposed designee is not acceptable to the Board, XXXX shall continue to have the right to designate a Replacement Nominee until such a replacement director is accepted by the Board). In the event that XXXX identifies a Replacement Nominee, (i) the Company shall use its reasonable best efforts to conduct any interviews for the Replacement Nominee contemplated by this Section 3(b) as promptly as practicable, but in any case, assuming reasonable availability of the Replacement Nominee, within ten (10) business days after JANA’s submission of the Replacement Nominee, (ii) the Nominating and Governance Committee of the Board (the “N&G Committee”) shall make its determination and recommendation regarding whether the Replacement Nominee meets the relevant criteria within five (5) business days after (1) the Replacement Nominee has submitted to the Company the documentation required by this Section 3 and (2) representatives of the Board have conducted customary interviews of the Replacement Nominee, if such interviews are requested by the Board or the N&G Committee, and (iii) upon the recommendation of the Replacement Nominee by the N&G Committee, the Board shall vote on the appointment of the Replacement Nominee to the Board no later than five (5) business days after the N&G Committee’s recommendation of the Replacement Director. Any Replacement Nominee with respect to a Former Nominee shall be independent appointed to the same committee of XXXXthe Board of which such Former Nominee was a member immediately prior to such Former Nominee’s resignation or removal, would or if the Board or the applicable committee of the Board determines that the Replacement Nominee does not satisfy the requirements of the NASDAQ rules and applicable law with respect to service on the applicable committee (which such determination shall be considered made reasonably and in good faith), to an alternative committee of the Board. The XXXX Nominee and any Replacement Nominee must, as reasonably determined by the N&G Committee (v) qualify as an independent director of the Company under Section 303A the applicable rules of the New York Stock Exchange’s Listed Company ManualSecurities and Exchange Commission (the “SEC”), is reasonably acceptable the listing rules of Nasdaq and the applicable governance policies of the Company; (w) have the relevant financial and business experience to be a director of the Board as a replacement director and has a comparable amount of business experience, although such experience need not be Company; (x) otherwise comply with the qualifications for directors set forth in the same industry or industries, and is Company’s Board of Directors Policy as in equally good standing in all material respects, effect as of the date of this Agreement; (y) be independent of XXXX Nominee being replaced. For (for the avoidance of doubt, the substitute director nomination by XXXX of such person to serve on the board of directors of any other company shall not (in and of itself) cause such person to not be deemed independent of XXXX); and (z) provide the same information (for the Replacement Nominee) that the Former Nominee provided to the Company by this Agreement. For the avoidance of doubt a Replacement Nominee shall thereafter be deemed a the XXXX Nominee for purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement as were applicable hereunder to the resigning XXXX Nominee prior to his or her resignation(including, without limitation, the conditions referenced in Section 3(a) of this Agreement and such person shall be appointed to satisfaction of the Board to serve eligibility requirement in the unexpired term, if any, last sentence of such XXXX NomineeSection 3(a)). (dc) Other than The Company agrees that (A) following the XXXX appointment of the Agreed Nominees, the Board will only nominate eight (8) individuals for election at number of directors of the 2014 Annual Meeting, including Xx. Xxxxxx subject to Section 4(b) of this Agreement. (e) Promptly following the 2014 Annual Meeting, Company constituting the Board will decrease the size of the Board to twelve (12) members. Until the 2015 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve (12) members, and shall not decrease the size of the Board if such decrease would require the resignation of one or more of the XXXX Nominees. Other than for vacancies filled pursuant to Section 3(c) or arising as a result of a breach of this Agreement by the Company, nothing in this Agreement shall prevent the Company from filling all vacancies in accordance with the By-Laws of the Company. (f) The Company will take appropriate action so that, prior to the 2015 Annual Meeting, its director change of position policy does not require a XXXX Nominee to resign by reason of any material change in his or her primary job responsibility or position held at the time such XXXX Nominee was appointed to the Board.exceed eleven

Board Nomination and Other Company Matters. (a) In accordance with the Company’s By-Laws organizational documents and Delaware applicable law, the Company agrees that, effective as of the next meeting (the “March Board Meeting”) of that the Board of Directors of the Company (the “Board”)) will, which shall be held not no later than March 27, 2014, and prior to taking any other formal action at such meeting, two (2) business days following the Board willexecution of this Agreement: (1) increase the size of the Board to fourteen eleven (1411) membersmembers (it being understood that the Board expects a vacancy on the Board to be created on account of the departure of the previously identified director who has accepted an overseas senior executive position at another company); and (2) appoint Xxxxx X. XxxxxXxxxxxx Xxxxxx, Xxxxxxx X. Xxxxxxxx, III, Xxxxx Xxxxxxxxx X. Xxxxxx and V. Xxxx Xxxxx Xxxxxxx (each, a “New Nominee” and together, the “XXXX New Nominees”) as Company directors to serve as Class I, Class II and Class III directors, respectively (other than in the case of the refusal or inability of any such person to serve, in which case, the Board shall appoint his/her substitute chosen in accordance with Section 3(c)) as Company directors to fill the vacancies created thereby and to have the same rights of participation in all other matters undertaken at the March Board Meeting as the other Company directors); provided, however, that as a condition to the appointment of each XXXX New Nominee, such XXXX New Nominee shall (i) have completed and executed the Company’s 2014 Director Questionnaire for Potential Director Nominees and (in the Director Nominee Representation and Agreement, provided that such documents have not been amended in any material respect from the versions form provided to XXXX prior to the date of this Agreement) and, if provided prior to execution of this Agreement, such other materials as customarily requested of director candidates and (ii) have agreed to provide the information regarding themselves that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and have agreed to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, statutory or regulatory director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors, including the Company’s Code of Business Conduct, . XXXX also agrees to provide the upon request such information regarding themselves that about itself as is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the federal securities laws applicable to the Company and/or the rules and regulations of the United States of America and/or applicable New York Stock Exchange rules stock exchange(s) on which the Company’s Shares are listed and regulations, and to provide such other customary information as reasonably requested by the Company; and provided, further that Company for purposes of satisfying any XXXX Nominee may participate in the March Board Meeting telephonically if unable to attend in personlegal disclosure requirements. (b) The During the Standstill Period, the Company agrees that: , with respect to any New Nominee whose term would expire at or before the Company’s first annual meeting of shareholders following the end of the calendar year 2014, (1i) (X) the Board will not approve any material new transactions prior to the March Board Meeting; (2nominate such New Nominee(s) at the 2014 annual meeting of the Company’s shareholders (the “2014 Annual Meeting”), the Board will nominate the XXXX Nominees (other than in the case of the resignation, refusal or inability of any such person to serve, in which case, the Board shall nominate his/her substitute chosen in accordance with Section 3(c))) for election as a director of the Company at the Company’s first annual meeting of shareholders following the end of the calendar year 2014, together with the other persons included in the Company’s slate of nominees for election as director directors at the 2014 Annual Meeting in accordance with Section 3(d), as directors of the Company, in each case with a term expiring at the 2015 such annual meeting of the Company’s shareholders and (the “2015 Annual Meeting”); (3Y) the Board will recommend that the shareholders of the Company vote to elect the XXXX Nominees such New Nominee(s) as directors a director of the Company at the 2014 Annual Meeting; such annual meeting and (4ii) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of the XXXX Nominees such New Nominee(s) at the 2014 Annual Meeting (it being understood that such efforts shall be annual meeting not less than the efforts used by the Company to obtain the election of any other independent (as determined under Section 303A of the New York Stock Exchange's Listed Company Manual) director nominee nominated by it to serve as a director on the Board at the 2014 Annual Meeting); and (5) two individuals who are Company directors as of the date of this Agreement (other than Xxxxxx X. Xxxxxx, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek to fill such vacanciesannual meeting. (c) The Each of the Company and XXXX agrees that if any of the XXXX Nominees resigns as a director or otherwise New Nominee resigns, refuses to or is unable to serve as a director at any time prior to during the 2015 Annual MeetingStandstill Period (as such term is hereinafter defined), including as a result of death or disability, XXXX shall be entitled to designate a replacement director who is reasonably acceptable to the Board as a replacement director, shall be independent of XXXX, would be considered an independent director of the Company under Section 303A the Company’s independence guidelines and the rules and regulations of the New York Stock Exchangestock exchange(s) on which the Company’s Listed Company ManualShares are listed, is reasonably acceptable to the Board as a replacement director and has a comparable amount of business experience, experience (although such experience need not be in the same industry or industries), and is in equally good standing in all material respects, as the XXXX New Nominee being replaced. For the avoidance of doubt, the agreed-upon substitute director shall thereafter be deemed a XXXX New Nominee for purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement applicable to the resigning XXXX Nominee prior to his or her resignationNew Nominees, and such person shall be appointed to the Board to serve the unexpired term, if any, of such XXXX New Nominee. (d) Other than During the XXXX NomineesStandstill Period, the Board will only nominate eight (8) individuals for election at the 2014 Annual Meeting, including Xx. Xxxxxx subject to Section 4(b) of this Agreement. (e) Promptly following the 2014 Annual Meeting, the Board will decrease the size of the Board to twelve (12) members. Until the 2015 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve (12) 11 members, other than temporarily if necessary in connection with appointing a substitute independent director pursuant to Section 3(c), unless two (2) or more New Nominees (including any replacement director as contemplated by Section 3(c)) votes in favor of such expansion, provided, however that if any other shareholder (who is unaffiliated with the Company and the Board and is not acting at the suggestion or request of the Company, the Board or any of their Associates or Affiliates; it being understood for the avoidance of doubt that a shareholder shall not be deemed an Associate or Affiliate of the Company or the Board or otherwise affiliated on account of their status as a shareholder or size of their ownership stake) nominates one or more alternate directors during the Standstill Period, the Board may by a simple majority vote further increase its size beyond 11 up to the number of such alternate directors nominated by such other shareholder(s). During the Standstill Period, the Company shall not decrease the size of the Board if such decrease would require the resignation of one or more of the XXXX New Nominees. Other than for vacancies filled pursuant For the avoidance of doubt, subject to Section 3(c) and the foregoing provisions of this Section 3(d), the Board shall retain the power to fill vacancies on the Board. (e) During the Standstill Period, the Board will not require a New Nominee who changes his or arising her employer or otherwise has a significant change in job responsibilities to resign as a result director, or by reason of their serving on additional boards during their tenure as a breach director of this Agreement by the Company, nothing in this Agreement shall prevent unless such new occupation, position or additional directorship involves a competitor of the Company from filling all vacancies in accordance or otherwise presents a conflict of interest with the By-Laws of respect to their continued directorship with the Company. (f) The Company will take appropriate action so that, prior to the 2015 Annual Meeting, its director change of position policy does not require a XXXX Nominee to resign by reason of any material change in his or her primary job responsibility or position held at the time such XXXX Nominee was appointed to the Board.

Board Nomination and Other Company Matters. (a) In accordance with the Company’s By-Laws and Delaware law, the Company agrees thathas concurrently with execution of this Agreement appointed Xxxxxxx X. Xxxxxxx, effective as of the next meeting III (the “March Board Meeting”"Designee") to the Company’s board of the Board of Directors of the Company directors (the “Board”), which shall be held not later than March 27, 2014, and prior to taking any other formal action at such meeting, the Board will: (1"board of directors") increase the size of the Board to fourteen (14) members; and (2) appoint Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, III, Xxxxx X. Xxxxxx and V. Xxxx Xxxxx (together, the “XXXX Nominees”) (other than as a Class III director whose terms expire in the case of the refusal or inability of any such person 2016 to serve, in which casesubject to Section 8(b), until the Board shall appoint his/her substitute chosen in accordance with Section 3(c)) as Company directors to fill the vacancies created thereby and to have the same rights consummation of participation in all other matters undertaken at the March Board Meeting as the other Company directors; provided, however, that as a condition to the appointment transaction effecting a separation of each XXXX Nominee, such XXXX Nominee shall have completed and executed the Company’s 2014 Questionnaire for Potential Director Nominees and midstream business through the Director Nominee Representation and Agreementpreviously announced spin-off, provided that such documents have not been amended in any material respect from or through a sale or other transaction (the versions provided to XXXX prior to the date of this Agreement, and have "Separation"). The Designee has agreed to comply with all policies, codes code of conduct, confidentiality obligations conduct and codes of ethics governance guidelines applicable to all of the Company’s directors, including the Company’s Code of Business Conduct, to provide the information regarding themselves that is required to be disclosed for candidates for directors and directors in a proxy statement under has completed and executed the federal securities laws of Director’s & Officer’s Questionnaire, the United States of America and/or applicable New York Stock Exchange rules representation agreement and regulations, and the resignation letter that has been provided to provide such other customary information as reasonably requested by the Company; and provided, further that any XXXX Nominee may participate in Designee (the March Board Meeting telephonically if unable to attend in person"Designee Materials"). (b) The Company agrees that: (1) the Board will not approve any material new transactions prior to the March Board Meeting; (2) at the 2014 annual meeting of the Company’s shareholders (the “2014 Annual Meeting”), the Board will nominate the XXXX Nominees (other than in the case of the resignation, refusal or inability of any such person to serve, in which case, the Board shall nominate his/her substitute chosen in accordance with Section 3(c)), together with the other persons included in the Company’s slate of nominees for election as director at the 2014 Annual Meeting in accordance with Section 3(d), as directors of the Company, in each case with a term expiring at the 2015 annual meeting of the Company’s shareholders (the “2015 Annual Meeting”); (3) the Board will recommend that the shareholders of the Company vote to elect the XXXX Nominees as directors of the Company at the 2014 Annual Meeting; (4) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of the XXXX Nominees at the 2014 Annual Meeting (it being understood that such efforts shall be not less than the efforts used by the Company to obtain the election of any other independent (as determined under Section 303A of the New York Stock Exchange's Listed Company Manual) director nominee nominated by it to serve as a director on the Board at the 2014 Annual Meeting); and (5) two individuals who are Company directors as of the date of this Agreement (other than Xxxxxx X. Xxxxxx, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek to fill such vacancies. (c) The Company agrees that if any of the XXXX Nominees resigns as a director or otherwise refuses to or is unable to serve as a director If at any time prior to the 2015 Annual MeetingSeparation and during the Designee’s term, including the Designee is or becomes unable or unwilling to continue serving as a result director of death or disabilitythe Company, promptly following the Designee’s resignation XXXX shall be entitled to designate a replacement director who shall be independent of XXXXis unaffiliated with XXXX and its Affiliates, would be considered an independent director qualifies as "independent" under the applicable rules of the Company under Section 303A Securities and Exchange Commission and the rules of the New York Stock ExchangeExchange and under the Company’s Listed Company Manualcorporate governance guidelines, and is reasonably acceptable to the Corporate Governance and Nominating Committee of the Board as a replacement director and has a comparable amount of business experience, although such experience need not be in the same industry or industriesdirector, and is in equally good standing in all material respectsthereafter and following completion and execution of the Designee Materials that are reasonably acceptable to the Corporate Governance and Nomination Committee of the Board, as the XXXX Nominee being replaced. For the avoidance of doubt, the substitute director such individual shall thereafter be deemed a XXXX Nominee the Designee for purposes of this Agreement and be entitled to the same rights and subject to the same term and requirements under this Agreement applicable to the resigning XXXX Nominee prior Designee. (c) The Company shall appoint the Designee to his any committee of the Board currently or her resignationin the future designated to review or oversee the Separation, use its reasonable best efforts to include the Designee in any material deliberations of any other committee of the Board with respect to the Separation, and such person shall be appointed to include the Designee in the deliberations of the Board to serve regarding all significant matters in connection with the unexpired termSeparation including (in each case, if applicable) the board and senior management of any spun-off entity, material contracts entered into by any spun-off entity as part of the Separation, and the use of proceeds, if any, of such XXXX Nomineefrom the Separation. (d) Other than If requested by the XXXX NomineesDesignee, the Board will only nominate eight (8) individuals for election Company shall consider, at its discretion, appointing the 2014 Annual MeetingDesignee to the board of directors of any spun-off entity in the midstream industry that results from the Separation, including Xx. Xxxxxx subject provided that the Designee agrees to Section 4(b) comply with all policies, codes of this Agreementconduct and governance guidelines applicable to all of the spun-off entity’s directors and to provide any reasonably requested information and complete and execute all reasonable documentation that has been provided to the Designee and such other customary information as may be reasonably and promptly requested by such spun-off entity with respect to board nominees. (e) Promptly following To the 2014 Annual Meeting, the Board will decrease the size of the Board extent that XXXX provides notice to twelve (12) members. Until the 2015 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve (12) members, and shall not decrease the size of the Board if such decrease would require the resignation of one or more of the XXXX Nominees. Other than its intention to nominate a director for vacancies filled pursuant to Section 3(c) or arising as a result of a breach of this Agreement by election at the Company, nothing in this Agreement shall prevent ’s 2015 annual meeting of shareholders under the Company from filling all vacancies in accordance with the Company’s By-Laws while the Designee remains a director, XXXX shall not seek to replace at least one of the Company’s Class II directors then standing for election. (f) The Company will take appropriate action so that, prior to the 2015 Annual Meeting, its director change of position policy does not require a XXXX Nominee to resign by reason of any material change in his or her primary job responsibility or position held at the time such XXXX Nominee was appointed to the Board.

Board Nomination and Other Company Matters. (a) In accordance with the Company’s By-Laws organizational documents and Delaware applicable law, the Company agrees that, effective as of the next meeting (the “March Board Meeting”) of that the Board of Directors of the Company (the “Board”)) will, which shall be held not no later than March 27, 2014, and prior to taking any other formal action at such meeting, two (2) business days following the Board willexecution of this Agreement: (1) increase the size of the Board to fourteen eleven (1411) membersmembers (it being understood that the Board expects a vacancy on the Board to be created on account of the departure of the previously identified director who has accepted an overseas senior executive position at another company); and (2) appoint Xxxxx X. XxxxxMxxxxxx Xxxxxx, Xxxxxxx X. Xxxxxxxx, III, Xxxxx Axxxxxxxx X. Xxxxxx and V. Xxxx Xxxxx Mxxx Xxxxxxx (each, a “New Nominee” and together, the “XXXX New Nominees”) as Company directors to serve as Class I, Class II and Class III directors, respectively (other than in the case of the refusal or inability of any such person to serve, in which case, the Board shall appoint his/her substitute chosen in accordance with Section 3(c)) as Company directors to fill the vacancies created thereby and to have the same rights of participation in all other matters undertaken at the March Board Meeting as the other Company directors); provided, however, that as a condition to the appointment of each XXXX New Nominee, such XXXX New Nominee shall (i) have completed and executed the Company’s 2014 Director Questionnaire for Potential Director Nominees and (in the Director Nominee Representation and Agreement, provided that such documents have not been amended in any material respect from the versions form provided to XXXX JXXX prior to the date of this Agreement) and, if provided prior to execution of this Agreement, such other materials as customarily requested of director candidates and (ii) have agreed to provide the information regarding themselves that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and have agreed to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, statutory or regulatory director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors, including the Company’s Code of Business Conduct, . JXXX also agrees to provide the upon request such information regarding themselves that about itself as is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the federal securities laws applicable to the Company and/or the rules and regulations of the United States of America and/or applicable New York Stock Exchange rules stock exchange(s) on which the Company’s Shares are listed and regulations, and to provide such other customary information as reasonably requested by the Company; and provided, further that Company for purposes of satisfying any XXXX Nominee may participate in the March Board Meeting telephonically if unable to attend in personlegal disclosure requirements. (b) The During the Standstill Period, the Company agrees that: , with respect to any New Nominee whose term would expire at or before the Company’s first annual meeting of shareholders following the end of the calendar year 2014, (1i) (X) the Board will not approve any material new transactions prior to the March Board Meeting; (2nominate such New Nominee(s) at the 2014 annual meeting of the Company’s shareholders (the “2014 Annual Meeting”), the Board will nominate the XXXX Nominees (other than in the case of the resignation, refusal or inability of any such person to serve, in which case, the Board shall nominate his/her substitute chosen in accordance with Section 3(c))) for election as a director of the Company at the Company’s first annual meeting of shareholders following the end of the calendar year 2014, together with the other persons included in the Company’s slate of nominees for election as director directors at the 2014 Annual Meeting in accordance with Section 3(d), as directors of the Company, in each case with a term expiring at the 2015 such annual meeting of the Company’s shareholders and (the “2015 Annual Meeting”); (3Y) the Board will recommend that the shareholders of the Company vote to elect the XXXX Nominees such New Nominee(s) as directors a director of the Company at the 2014 Annual Meeting; such annual meeting and (4ii) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of the XXXX Nominees such New Nominee(s) at the 2014 Annual Meeting (it being understood that such efforts shall be annual meeting not less than the efforts used by the Company to obtain the election of any other independent (as determined under Section 303A of the New York Stock Exchange's Listed Company Manual) director nominee nominated by it to serve as a director on the Board at the 2014 Annual Meeting); and (5) two individuals who are Company directors as of the date of this Agreement (other than Xxxxxx X. Xxxxxx, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek to fill such vacanciesannual meeting. (c) The Each of the Company and JXXX agrees that if any of the XXXX Nominees resigns as a director or otherwise New Nominee resigns, refuses to or is unable to serve as a director at any time prior to during the 2015 Annual MeetingStandstill Period (as such term is hereinafter defined), including as a result of death or disability, XXXX JXXX shall be entitled to designate a replacement director who is reasonably acceptable to the Board as a replacement director, shall be independent of XXXXJXXX, would be considered an independent director of the Company under Section 303A the Company’s independence guidelines and the rules and regulations of the New York Stock Exchangestock exchange(s) on which the Company’s Listed Company ManualShares are listed, is reasonably acceptable to the Board as a replacement director and has a comparable amount of business experience, experience (although such experience need not be in the same industry or industries), and is in equally good standing in all material respects, as the XXXX New Nominee being replaced. For the avoidance of doubt, the agreed-upon substitute director shall thereafter be deemed a XXXX New Nominee for purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement applicable to the resigning XXXX Nominee prior to his or her resignationNew Nominees, and such person shall be appointed to the Board to serve the unexpired term, if any, of such XXXX New Nominee. (d) Other than During the XXXX NomineesStandstill Period, the Board will only nominate eight (8) individuals for election at the 2014 Annual Meeting, including Xx. Xxxxxx subject to Section 4(b) of this Agreement. (e) Promptly following the 2014 Annual Meeting, the Board will decrease the size of the Board to twelve (12) members. Until the 2015 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve (12) 11 members, other than temporarily if necessary in connection with appointing a substitute independent director pursuant to Section 3(c), unless two (2) or more New Nominees (including any replacement director as contemplated by Section 3(c)) votes in favor of such expansion, provided, however that if any other shareholder (who is unaffiliated with the Company and the Board and is not acting at the suggestion or request of the Company, the Board or any of their Associates or Affiliates; it being understood for the avoidance of doubt that a shareholder shall not be deemed an Associate or Affiliate of the Company or the Board or otherwise affiliated on account of their status as a shareholder or size of their ownership stake) nominates one or more alternate directors during the Standstill Period, the Board may by a simple majority vote further increase its size beyond 11 up to the number of such alternate directors nominated by such other shareholder(s). During the Standstill Period, the Company shall not decrease the size of the Board if such decrease would require the resignation of one or more of the XXXX New Nominees. Other than for vacancies filled pursuant For the avoidance of doubt, subject to Section 3(c) and the foregoing provisions of this Section 3(d), the Board shall retain the power to fill vacancies on the Board. (e) During the Standstill Period, the Board will not require a New Nominee who changes his or arising her employer or otherwise has a significant change in job responsibilities to resign as a result director, or by reason of their serving on additional boards during their tenure as a breach director of this Agreement by the Company, nothing in this Agreement shall prevent unless such new occupation, position or additional directorship involves a competitor of the Company from filling all vacancies in accordance or otherwise presents a conflict of interest with the By-Laws of respect to their continued directorship with the Company. (f) The Company will take appropriate action so that, prior to the 2015 Annual Meeting, its director change of position policy does not require a XXXX Nominee to resign by reason of any material change in his or her primary job responsibility or position held at the time such XXXX Nominee was appointed to the Board.

Board Nomination and Other Company Matters. (a) In accordance with the Company’s By-Laws Amended and Restated Bylaws (the “Bylaws”) and Delaware law, concurrently with the Company agrees that, effective as execution of the next meeting (the “March Board Meeting”) of the Board of Directors of the Company (the “Board”), which shall be held not later than March 27, 2014, and prior to taking any other formal action at such meetingthis Agreement, the Board will: shall take all necessary action to (1i) increase expand the size of the Board to fourteen twelve (1412) members; and directors and (2ii) (A) appoint Xxxxx X. XxxxxXxxxxxx XxXxxxxx (the “XXXX Xxxxxxx”) as an independent Company director in Class I for a term expiring at the 2024 annual meeting of the Company’s stockholders (the “2024 Annual Meeting”) or until his earlier death, Xxxxxxx X. Xxxxxxxxresignation, IIIdisqualification or removal, Xxxxx and (B) appoint Xxxxxx X. Xxxxxx and V. Xxxx Xxxxx (togetherthe “Mutual Nominee,” and, together with the XXXX Xxxxxxx, the “XXXX Agreed Nominees”) (other than as an independent Company director in Class II for a term expiring at the case 2025 annual meeting of the refusal Company’s stockholders or inability until his earlier death, resignation, disqualification or removal. (b) The Company agrees that following the appointment of any such person to servethe Agreed Nominees and throughout the Cooperation Period (defined below), in which case, the number of directors of the Company constituting the Board shall appoint his/her substitute chosen in accordance with Section 3(cnot exceed thirteen (13). (c) as Company directors to fill the vacancies created thereby and to have the same rights As of participation in all other matters undertaken at the March Board Meeting as the other Company directors; provided, however, that as a condition to the appointment of each XXXX Nominee, such XXXX Nominee shall have completed and executed the Company’s 2014 Questionnaire for Potential Director Nominees and the Director Nominee Representation and Agreement, provided that such documents have not been amended in any material respect from the versions provided to XXXX prior to the date of this Agreement, each Agreed Nominee shall have: (i) participated in interviews with members of the Board, upon the Board’s request; (ii) completed, executed and have delivered to the Company the Company’s Director & Officer Questionnaire and the Representation and Agreement and such written materials or agreements reasonably requested by the Company as may be necessary or appropriate for the conduct of the Company’s vetting procedures applicable to directors; (iii) agreed to comply with all policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company’s directors, including the Company’s Code of Business Conduct, Ethics; and (iv) agreed to provide the information regarding themselves that is required to be disclosed for candidates for directors and directors in a proxy statement under the U.S. federal securities laws and/or applicable rules and regulations of any stock exchange on which the equity securities of the United States of America and/or applicable New York Stock Exchange rules and regulations, and to provide such other customary information as reasonably requested by the Company; and provided, further that any XXXX Nominee Company may participate in the March Board Meeting telephonically if unable to attend in personbe traded. (bd) The Company agrees that: (1) Concurrently with the Board will not approve any material new transactions prior to the March Board Meeting; (2) at the 2014 annual meeting appointments of the Company’s shareholders (the “2014 Annual Meeting”)Agreed Nominees, the Board will nominate the XXXX Nominees (other than in the case and all applicable committees of the resignation, refusal or inability of any such person to serve, in which case, the Board shall nominate his/her substitute chosen in accordance with Section 3(c)), together with take all necessary actions to appoint (i) the other persons included in XXXX Nominee to the Company’s slate of nominees for election as director at the 2014 Annual Meeting in accordance with Section 3(d), as directors Audit Committee of the Company, in each case with a term expiring at Board and (ii) the 2015 annual meeting Mutual Nominee to the newly formed Operations Committee of the Company’s shareholders Board. Without limiting the foregoing, the Company agrees that the Agreed Nominees (and any Replacement Nominee (as defined below)) shall be given the “2015 Annual Meeting”); (3) same due consideration for membership on committees of the Board will recommend that the shareholders of the Company vote to elect the XXXX Nominees as directors of the Company at the 2014 Annual Meeting; (4) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of the XXXX Nominees at the 2014 Annual Meeting (it being understood that such efforts shall be not less than the efforts used by the Company to obtain the election of any other independent (as determined under Section 303A of the New York Stock Exchange's Listed Company Manualdirector, including any new committee(s) director nominee nominated by it to serve as a director on the Board at the 2014 Annual Meeting); andand subcommittee(s) that may be established. (5e) two individuals who are Company directors as of During the date of this Agreement (other than Xxxxxx X. XxxxxxCooperation Period, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek to fill such vacanciesor support the removal of the Agreed Nominees from the Board. (ci) The Company agrees that if any of If the XXXX Nominees Nominee resigns as a director or otherwise refuses to or is otherwise unwilling or unable to serve as a maintain his or her director role at any time prior to the 2015 Annual Meetingend of the Cooperation Period (as defined below) for any reason, including as a result of death or disabilitydisability (such Agreed Nominee, a “Former Nominee”), XXXX shall be entitled have the right to designate a replacement director who shall be independent of XXXXtherefor (any such replacement, would be considered an independent director of the Company under Section 303A of the New York Stock Exchange’s Listed Company Manual, a “Replacement Nominee”) that is reasonably acceptable to the Board Board; provided that such Replacement Nominee is unaffiliated with XXXX, qualifies as a replacement director independent under the applicable rules of the SEC and has a comparable amount of business experiencethe Nasdaq Listing Rules, although such experience need not be in the same industry or industries, and is in equally good standing in all material respectsrespects as was such Former Nominee and shall not, after giving effect to such Replacement Nominee’s becoming a director of the Company, be considered to be “overboarded” or “overcommitted” as a director of the Company under the applicable policies of Institutional Shareholder Services, Inc. (“ISS”) and/or Glass Lewis & Co., LLC (“Glass Lewis”); provided, further, that, if XXXX’s proposed Replacement Nominee is not acceptable to the Board, XXXX shall continue to have the right to designate a Replacement Nominee being replaceduntil such a Replacement Nominee is accepted by the Board. As a condition to, and prior to, the appointment of the Replacement Nominee, each proposed Replacement Nominee candidate shall have provided all information, and complied with all procedures, required from an Agreed Nominee under Section 3(b). (ii) In the event that XXXX identifies a Replacement Nominee, (A) the Company shall use its reasonable best efforts to conduct any necessary interviews for such proposed Replacement Nominee as promptly as practicable, (B) the Board (or any applicable committee thereof) shall promptly review and make a recommendation on such Replacement Nominee’s candidacy and make a determination and recommendation regarding whether the Replacement Nominee meets the relevant criteria to be appointed to the Board (which determination shall be made by the Board acting in good faith in accordance with its customary procedures and requirements, including consideration of candidate interviews, director qualifications and the overall composition of the Board) within ten (10) business days after such person has provided all information, and complied with all procedures, required from an Agreed Nominee under Section 3(b), and (C) the Board shall vote on the appointment of such Replacement Nominee no later than ten (10) business days after such recommendation. (iii) Upon such Replacement Nominee’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Nominee to any applicable committee of the Board of which the Former Nominee was a member immediately prior to such Former Nominee’s resignation or removal or, if the Board or the applicable committee of the Board determines in good faith that the Replacement Nominee does not satisfy the requirements of the Nasdaq and applicable law with respect to service on the applicable committee (which determination shall be made reasonably and in good faith), to an alternative committee of the Board. For the avoidance of doubt, the substitute director such Replacement Nominee shall thereafter be deemed a the XXXX Nominee for purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement as were applicable hereunder to the resigning XXXX Nominee prior to his or her resignation, and such person shall be appointed to Xxxxxxx (including the Board to serve the unexpired term, if any, of such XXXX Nominee. (d) Other than the XXXX Nominees, the Board will only nominate eight (8) individuals for election at the 2014 Annual Meeting, including Xx. Xxxxxx subject to conditions referenced in Section 4(b3(b) of this Agreement. (e) Promptly following ). Notwithstanding the 2014 Annual Meetingforegoing, the Board will decrease the size Company’s obligations under this Section 3(f) shall terminate immediately if XXXX ceases to beneficially own an aggregate Net Long Position of the Board to twelve at least 2.0% (12as adjusted for stock splits, stock dividends, reverse stock splits and similar events) members. Until the 2015 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve (12) members, and shall not decrease the size of the Board if such decrease would require the resignation of one or more of the XXXX Nominees. Other than for vacancies filled pursuant to Section 3(c) or arising as a result of a breach of this Agreement by the Company, nothing in this Agreement shall prevent the Company from filling all vacancies in accordance with the By-Laws of the Company. ’s outstanding common stock (f) the “Ownership Minimum”). The Company will take appropriate action so thatterm “Net Long Position” shall mean such shares of the Company’s outstanding common stock beneficially owned, prior directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis, but the “long position” of such person for this purpose shall not include any shares as to which such person does not have the right to vote or direct the vote or as to which such person has entered into a derivative or other agreement, arrangement or understanding that xxxxxx or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. XXXX shall provide notice to the 2015 Annual Meeting, its director change of position policy does not require Company within a reasonable time (but in any event no later than five (5) business days) following XXXX Nominee xxxxxxx to resign by reason of any material change in his or her primary job responsibility or position held at beneficially own the time such XXXX Nominee was appointed to the BoardOwnership Minimum.

Board Nomination and Other Company Matters. (a) In accordance with the Company’s By-Laws Bylaws and Delaware law, the Company agrees that, effective as of the next meeting Board will (i) appoint Xxxx Xxxxxx Xx. (the “March Board First XXXX Nominee”) as an independent Company director in Class III for a term expiring at the 2021 annual meeting of the Company’s shareholders (the “2021 Annual Meeting”); and (ii) of the Board of Directors appoint Xxxxx Xxxxxxx or an individual mutually acceptable to each of the Company and XXXX (the “Board”), which shall be held not later than March 27, 2014, Second XXXX Nominee,” and prior to taking any other formal action at such meeting, together with the Board will: (1) increase the size of the Board to fourteen (14) members; and (2) appoint Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, III, Xxxxx X. Xxxxxx and V. Xxxx Xxxxx (togetherFirst XXXX Nominee, the “XXXX Nominees”) (other than as an independent Company director in Class II for a term expiring at the case 2023 annual meeting of the refusal or inability Company’s shareholders. The appointment of any such person to servethe XXXX Nominees shall be effective July 1, in which case, the Board shall appoint his/her substitute chosen in accordance with Section 3(c)) as Company directors to fill the vacancies created thereby and to have the same rights of participation in all other matters undertaken at the March Board Meeting as the other Company directors; provided, however, that as 2020. As a condition to the appointment of each the XXXX NomineeNominees, such (i) to the extent not previously provided to the Company, the XXXX Nominee Nominees shall have completed complete and executed execute the Company’s 2014 2020 Questionnaire for Potential Director Nominees Directors and the Director Nominee Representation and Agreement, provided that such documents have not been amended in any material respect from the versions provided to XXXX prior to the date of this AgreementOfficers, and have agreed to comply with all policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company’s directors, including the Company’s Code of Business ConductConduct and Ethics, to provide the information regarding themselves that is required to be disclosed for candidates for directors and directors in a proxy statement under the U.S. federal securities laws of the United States of America and/or applicable New York Stock Exchange NASDAQ rules and regulations, and to provide such other customary information as reasonably requested by the Company; and provided(ii) be reasonably acceptable to the Board following the customary processes previously used by the Board to vet other directors; provided that, further that for the avoidance of doubt, Xxxxx Xxxxxxx will be deemed reasonably acceptable to the Board. If for any reason any of the initial XXXX Nominees is unable to serve, the Company and XXXX will promptly choose a replacement XXXX Nominee may participate as provided in Section 3(b) of this Agreement. To be eligible for appointment, unless waived in writing by the March Company, the Second XXXX Nominee must provide the Company prior to July 1 2020 with an irrevocable letter of resignation from the Board Meeting telephonically if unable and all Board committees, effective the day prior to attend in personthe 2021 Annual Meeting, unless the Board elects not to accept such resignation. (b) The Company agrees that: (1) the Board will not approve any material new transactions prior to the March Board Meeting; (2) at the 2014 annual meeting of the Company’s shareholders (the “2014 Annual Meeting”), the Board will nominate the XXXX Nominees (other than in the case of the resignation, refusal or inability of any such person to serve, in which case, the Board shall nominate his/her substitute chosen in accordance with Section 3(c)), together with the other persons included in the Company’s slate of nominees for election as director at the 2014 Annual Meeting in accordance with Section 3(d), as directors of the Company, in each case with a term expiring at the 2015 annual meeting of the Company’s shareholders (the “2015 Annual Meeting”); (3) the Board will recommend that the shareholders of the Company vote to elect the XXXX Nominees as directors of the Company at the 2014 Annual Meeting; (4) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of the XXXX Nominees at the 2014 Annual Meeting (it being understood that such efforts shall be not less than the efforts used by the Company to obtain the election of any other independent (as determined under Section 303A of the New York Stock Exchange's Listed Company Manual) director nominee nominated by it to serve as a director on the Board at the 2014 Annual Meeting); and (5) two individuals who are Company directors as of the date of this Agreement (other than Xxxxxx X. Xxxxxx, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek to fill such vacancies. (c) The Company agrees that if any of the a XXXX Nominees Nominee resigns as a director or otherwise refuses to or is unable to serve as a director at any time prior to the 2015 Annual Meetingend of the Cooperation Period (as defined below), including as a result of death or disability, XXXX shall be entitled to designate a replacement director who shall be independent of XXXX, would be considered an independent director of the Company under Section 303A the listing rules of the New York Stock Exchange’s Listed Company ManualNASDAQ, is reasonably acceptable to the Board as a replacement director and has a comparable amount of business experience, although such experience need not be in the same industry or industries, provides the information required by Section 3(a) and is in equally good standing in all material respects, as the XXXX Nominee being replaced. For the avoidance of doubt, the substitute director shall thereafter be deemed a XXXX Nominee for purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement applicable to the resigning XXXX Nominee prior to his or her resignation, and such person shall be appointed to the Board to serve the unexpired term, if any, of such XXXX Nominee. (dc) Other than the XXXX Nominees, the The Board will only not nominate eight (8) any individuals for election at the 2014 2020 annual meeting of the Company’s shareholders (the “2020 Annual Meeting”) other than Xxxxx X. Xxxx, including Xx. Xxxxxx subject to Section 4(band Xxxxx X. Xxxxxxx. (d) Concurrently with the execution of this Agreement, XXXX will irrevocably withdraw the nomination notice dated January 30, 2020 submitted to the Company. (e) Promptly following the 2014 Annual Meeting, the Board will decrease the size of the Board to twelve (12) members. Until the 2015 2021 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve eleven (1211) members, including the XXXX Nominees, and shall not decrease the size of the Board if such decrease would require the resignation of one or more of the a XXXX NomineesNominee. Other than for vacancies filled pursuant to Section 3(c3(b) or arising as a result of a breach of this Agreement by the Company, nothing in this Agreement shall prevent the Company from filling all vacancies in accordance with the By-Laws Bylaws of the Company, the Second Amended and Restated Certificate of Incorporation of the Company, and the laws of the State of Delaware. (f) The Company will take appropriate action so that, prior to Board shall appoint: (i) the 2015 Annual Meeting, its director change of position policy does not require a First XXXX Nominee to resign the Nominating and Governance Committee as soon as reasonably practicable after July 1, 2020; (ii) the Second XXXX Nominee to the Audit Committee as soon as reasonably practicable after July 1, 2020, in each case subject to agreement of the applicable XXXX Nominee and the current, publicly-available qualification requirements of the applicable Committee. (g) During the Cooperation Period, no XXXX Nominee will be required to tender his or her resignation as a director by reason of any material change in principal occupation or business association, or by reason of his or her primary job responsibility serving on additional boards, unless such change (i) involves a competitor of the Company or position held at (ii) otherwise presents a conflict of interest with respect to his or her continued service as a director of the time such XXXX Nominee was appointed to the BoardCompany.

Board Nomination and Other Company Matters. (a) In accordance with the Company’s By-Laws Bylaws and Delaware law, the Company agrees that, effective as of no later than the next meeting (the “March April Board Meeting”) of the Board of Directors of the Company (the “Board”), which shall be held not later than March 27April 24, 20142017, and prior to taking any other formal action at such meeting, the Board will: (1b) increase the size of the Board to fourteen thirteen (1413) members; and (2c) appoint Xxxxx X. Xxxxx, Xxxxxx Xxxxxx and Xxxxxxx X. Xxxxxxxx, III, Xxxxx X. Xxxxxx and V. Xxxx Xxxxx Xxx (together, the “XXXX Nominees”) (other than in the case of the refusal or inability of any such person to serve, in which case, the Board shall appoint his/her substitute chosen in accordance with Section 3(c3(e)) as Company directors to fill the vacancies created thereby and to have the same rights of participation in all other matters undertaken at the March April Board Meeting as the other Company directors; provided, however, that as a condition to the appointment of each XXXX Nominee, such XXXX Nominee shall have completed and executed the Company’s 2014 2017 Questionnaire for Potential Director Nominees and the Director Nominee Representation and AgreementNominees, provided that such documents have document has not been amended in any material respect from the versions version provided to XXXX prior to the date of this Agreement, and have agreed to comply with all policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company’s directors, including the Company’s Code of Business ConductConduct (which shall not be amended to disqualify any XXXX Nominee based on any arrangement between XXXX and such XXXX Nominee pursuant to which such XXXX nominee has agreed to be appointed which has been disclosed to the Company as of the date hereof), to provide the information regarding themselves that is required to be disclosed for candidates for directors and directors in a proxy statement under the federal securities laws of the United States of America and/or applicable New York Stock Exchange NASDAQ rules and regulations, and to provide such other customary information as reasonably requested by the Company; and provided, further that any XXXX Nominee may participate in the March April Board Meeting telephonically if unable to attend in person. (bd) The Company agrees that: (1) the The Board will not approve take any material new transactions formal action prior to appointing the March Board MeetingXXXX Nominees to the Board; (2) at the 2014 2017 annual meeting of the Company’s shareholders stockholders (the “2014 2017 Annual Meeting”), the Board will nominate the XXXX Nominees (other than in the case of the resignation, refusal or inability of any such person to serve, in which case, the Board shall nominate his/her substitute chosen in accordance with Section 3(c3(e)), together with the other persons included in the Company’s slate of nominees for election as director at the 2014 2017 Annual Meeting in accordance with Section 3(d), as directors of the Company, in each case with a term expiring at the 2015 2018 annual meeting of the Company’s shareholders (the “2015 2018 Annual Meeting”); (3) the Board will recommend that the shareholders of the Company vote to elect the XXXX Nominees as directors of the Company at the 2014 2017 Annual Meeting;; and (4) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of the XXXX Nominees at the 2014 2017 Annual Meeting (it being understood that such efforts shall be not less than the efforts used by the Company to obtain the election of any other independent (as determined under Section 303A the listing rules of the New York NASDAQ Stock Exchange's Listed Company ManualMarket (“NASDAQ”)) director nominee nominated by it to serve as a director on the Board at the 2014 2017 Annual Meeting); and (5) two individuals who are Company directors as of the date of this Agreement (other than Xxxxxx X. Xxxxxx, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek to fill such vacancies. (ce) The Company agrees that if any of the XXXX Nominees resigns as a director or otherwise refuses to or is unable to serve as a director at any time prior to the 2015 2018 Annual Meeting, including as a result of death or disability, XXXX shall be entitled to designate a replacement director who shall be independent of XXXX, would be considered an independent director of the Company under Section 303A the listing rules of the New York Stock Exchange’s Listed Company ManualNASDAQ, is reasonably acceptable to the Board as a replacement director and has a comparable amount of business experience, although such experience need not be in the same industry or industries, provides the information required by Section 3(a) and is in equally good standing in all material respects, as the XXXX Nominee being replaced. For the avoidance of doubt, the substitute director shall thereafter be deemed a XXXX Nominee for purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement applicable to the resigning XXXX Nominee prior to his or her resignation, and such person shall be appointed to the Board to serve the unexpired term, if any, of such XXXX Nominee. (df) Other than the XXXX Nominees, the Board will only not nominate eight more than eleven (8) 11) other individuals for election at the 2014 2017 Annual Meeting, including Xx. Xxxxxx subject to Section 4(b) of this Agreement. (eg) Promptly following the 2014 Annual Meeting, the Board will decrease the size of the Board to twelve (12) members. Until the 2015 2018 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve thirteen (1213) members, and shall not decrease the size of the Board if such decrease would require the resignation of one or more of the XXXX Nominees. Other than for vacancies filled pursuant to Section 3(c3(e) or arising as a result of a breach of this Agreement by the Company, nothing in this Agreement shall prevent the Company from filling all vacancies in accordance with the By-Laws Bylaws of the Company. (fh) The Company will take appropriate action so that, prior to the 2015 2018 Annual Meeting, its director change of position policy guideline does not require a XXXX Nominee to resign by reason of any material change in his or her primary job responsibility or position held at the time such XXXX Nominee was appointed to the Board.

Board Nomination and Other Company Matters. (a) In accordance with the Company’s By-Laws Bylaws and Delaware law, the Company agrees that, effective as of the next meeting Board has appointed Xxxxx X. Xxxx (the “March Board MeetingXXXX Nominee”) as a Company director in Class I for a term expiring at the 2019 annual meeting of the Board of Directors of the Company Company’s shareholders (the “Board2019 Annual Meeting”), which shall be held not later than March 27, 2014, and prior to taking any other formal action at such meeting, the Board will: (1) increase the size of the Board to fourteen (14) members; and (2) appoint Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, III, Xxxxx X. Xxxxxx and V. Xxxx Xxxxx (together, the “XXXX Nominees”) (other than in the case of the refusal or inability of any such person to serve, in which case, the Board shall appoint his/her substitute chosen in accordance with Section 3(c)) as Company directors to fill the vacancies created thereby and to have the same rights of participation in all other matters undertaken at the March Board Meeting as the other Company directors; provided, however, that as . As a condition to the appointment of each the XXXX Nominee, such the XXXX Nominee shall have completed and executed the Company’s 2014 2018 Questionnaire for Potential Director Nominees Directors and the Director Nominee Representation and Agreement, provided that such documents have not been amended in any material respect from the versions provided to XXXX prior to the date of this AgreementOfficers, and have has agreed to comply with all policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company’s directors, including the Company’s Code of Business ConductConduct and Ethics, to provide the information regarding themselves herself that is required to be disclosed for candidates for directors and directors in a proxy statement under the U.S. federal securities laws of the United States of America and/or applicable New York Stock Exchange NASDAQ rules and regulations, and to provide such other customary information as reasonably requested by the Company; and provided, further that any XXXX Nominee may participate in the March Board Meeting telephonically if unable to attend in person. (b) The Company agrees that: (1) the Board will not approve any material new transactions prior to the March Board Meeting; (2) at the 2014 annual meeting of the Company’s shareholders (the “2014 Annual Meeting”), the Board will nominate that if the XXXX Nominees (other than in the case of the resignation, refusal or inability of any such person to serve, in which case, the Board shall nominate his/her substitute chosen in accordance with Section 3(c)), together with the other persons included in the Company’s slate of nominees for election as director at the 2014 Annual Meeting in accordance with Section 3(d), as directors of the Company, in each case with a term expiring at the 2015 annual meeting of the Company’s shareholders (the “2015 Annual Meeting”); (3) the Board will recommend that the shareholders of the Company vote to elect the XXXX Nominees as directors of the Company at the 2014 Annual Meeting; (4) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of the XXXX Nominees at the 2014 Annual Meeting (it being understood that such efforts shall be not less than the efforts used by the Company to obtain the election of any other independent (as determined under Section 303A of the New York Stock Exchange's Listed Company Manual) director nominee nominated by it to serve as a director on the Board at the 2014 Annual Meeting); and (5) two individuals who are Company directors as of the date of this Agreement (other than Xxxxxx X. Xxxxxx, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek to fill such vacancies. (c) The Company agrees that if any of the XXXX Nominees Nominee resigns as a director or otherwise refuses to or is unable to serve as a director at any time prior to the 2015 Annual Meetingend of the Cooperation Period (as defined below), including as a result of death or disability, XXXX shall be entitled to designate a replacement director who shall be independent of XXXX, would be considered an independent director of the Company under Section 303A the listing rules of the New York Stock Exchange’s Listed Company ManualNASDAQ, is reasonably acceptable to the Board as a replacement director and has a comparable amount of business experience, although such experience need not be in the same industry or industries, provides the information required by Section 3(a) and is in equally good standing in all material respects, as the XXXX Nominee being replaced. For the avoidance of doubt, the substitute director shall thereafter be deemed a XXXX Nominee for purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement applicable to the resigning XXXX Nominee prior to his or her resignation, and such person shall be appointed to the Board to serve the unexpired term, if any, of such XXXX Nominee. (dc) Other than the XXXX Nominees, the The Board will only not nominate eight (8) any individuals for election at the 2014 2018 Annual MeetingMeeting other than Xxxxx X. Xxxxxxxx, including Xx. Xxxxxx subject to Section 4(b) of this AgreementXxxx X. Xxxxxxx, and R. Xxxxxxx Xxxxx. (ed) Promptly following the 2014 Annual Meeting, the Board will decrease the size of the Board to twelve (12) members. Until the 2015 2019 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve eight (12) 8) members, and shall not decrease the size of the Board if such decrease would require the resignation of one or more of the XXXX NomineesNominee. Other than for vacancies filled pursuant to Section 3(c3(b) or arising as a result of a breach of this Agreement by the Company, nothing in this Agreement shall prevent the Company from filling all vacancies in accordance with the By-Laws Bylaws of the CompanyCompany and the laws of the State of Delaware. (e) The Board shall appoint the XXXX Nominee to the Compensation Committee as soon as reasonably practicable after the execution of this Agreement, subject to agreement of the XXXX Nominee and the current, publicly-available qualification requirements of the Compensation Committee. (f) The Company will take appropriate action so thatDuring the Cooperation Period, prior to the 2015 Annual Meeting, its director change of position policy does not require a XXXX Nominee will not be required to resign tender his or her resignation as a director by reason of any material change in principal occupation or business association, or by reason of his or her primary job responsibility serving on additional boards, unless such change involves a competitor of the Company or position held at otherwise presents a conflict of interest with respect to his or her continued servicer as a director of the time such XXXX Nominee was appointed to the BoardCompany.

Board Nomination and Other Company Matters. (a) In accordance with the Company’s By-Laws and Delaware law, GAMCO hereby irrevocably withdraws its nominees submitted to the Company agrees thaton November 13, effective as of the next meeting (the “March Board Meeting”) of the Board of Directors of 2018 and any and all related materials and notices submitted to the Company (the “Board”), which shall be held not later than March 27, 2014, and prior to taking any other formal action at such meeting, the Board will: (1) increase the size of the Board to fourteen (14) members; and (2) appoint Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, III, Xxxxx X. Xxxxxx and V. Xxxx Xxxxx (together, the “XXXX Nominees”) (other than in the case of the refusal or inability of any such person to serve, in which case, the Board shall appoint his/her substitute chosen in accordance with Section 3(c)) as Company directors to fill the vacancies created thereby and to have the same rights of participation in all other matters undertaken at the March Board Meeting as the other Company directors; provided, however, that as a condition to the appointment of each XXXX Nominee, such XXXX Nominee shall have completed and executed the Company’s 2014 Questionnaire for Potential Director Nominees and the Director Nominee Representation and Agreement, provided that such documents have not been amended in any material respect from the versions provided to XXXX prior to the date of this Agreement, and have agreed to comply with all policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company’s directors, including the Company’s Code of Business Conduct, to provide the information regarding themselves that is required to be disclosed for candidates for directors and directors in a proxy statement under the federal securities laws of the United States of America and/or applicable New York Stock Exchange rules and regulations, and to provide such other customary information as reasonably requested by the Company; and provided, further that any XXXX Nominee may participate in the March Board Meeting telephonically if unable to attend in personconnection therewith. (b) The Company agrees (subject to compliance by GAMCO and each GAMCO Nominee (as defined below) with Section 1(c) of this Agreement) that: (1) the Board will not approve any material new transactions prior to the March Board Meeting; (2) at the 2014 annual meeting mailing of the Company’s shareholders definitive proxy statement for the 2019 Annual Meeting of Shareholders of the Company (the “2014 2019 Annual Meeting”), the Board will shall take all necessary action to nominate the XXXX Nominees Xxxxxx Xxxxx and Xxxxxxx Xxxxxxxx (other than in the case of the resignation, refusal or inability of any such person to serve, in which casetogether, the “GAMCO Nominees”) (the date of such mailing, the “Board shall nominate his/her substitute chosen in accordance with Section 3(cNomination Date”)), together with the other persons included in the Company’s slate of nominees for election as director at the 2014 Annual Meeting in accordance with Section 3(d), as directors of the Company, in each case with a term expiring at the 2015 Company’s following annual meeting of the Company’s shareholders (the “2015 Annual Meeting”);or until his successor is elected and qualified; and (32) during the Board will recommend that the shareholders of the Company vote to elect the XXXX Nominees Standstill Period (as directors of the Company at the 2014 Annual Meeting; (4) defined below), the Company shall use its reasonable best efforts to cause each GAMCO Nominee to be elected (which shall include including recommending that the solicitation shareholders of proxies) to obtain the Company vote in favor of the election of the XXXX GAMCO Nominees, including the GAMCO Nominees at in the 2014 Annual Meeting (it being understood that Company’s proxy statement and proxy card for such efforts shall be not annual meeting and otherwise supporting the GAMCO Nominees for election in a manner no less rigorous and favorable than the efforts used by manner in which the Company to obtain supports its other nominees in the election of any other independent (as determined under Section 303A of the New York Stock Exchange's Listed Company Manual) director nominee nominated by it to serve as a director on the Board at the 2014 Annual Meetingaggregate); and (5) two individuals who are Company directors as of the date of this Agreement (other than Xxxxxx X. Xxxxxx, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek to fill such vacancies. (c) The Company agrees GAMCO acknowledges that if any all members of the XXXX Nominees resigns Board, including the GAMCO Nominees, are required, and have acknowledged their intent, to comply with all NAI-1506399808v2 policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of business conduct and ethics, securities trading policies, director confidentiality policies, and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or any committee of the Board. GAMCO further acknowledges that as a director or otherwise refuses condition to or is unable appointment to serve the Board and nomination for election as a director at any time prior to the 2015 Annual Meeting, including as a result of death or disability, XXXX shall be entitled to designate a replacement director who shall be independent of XXXX, would be considered an independent director of the Company (including such nomination contemplated by this Agreement), the GAMCO Nominees must provide to the Company the information required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under Section 303A of the applicable law or New York Stock Exchange’s Listed Company ManualExchange (“NYSE”) rules or listing standards, is reasonably acceptable information in connection with assembling eligibility, independence and other criteria applicable to the Board as a replacement director directors or satisfying compliance and has a comparable amount of business experience, although legal obligations (including all such experience need not be obligations contained in the same industry or industries, Amended and is in equally good standing in all material respects, as Restated Code of Regulations of the XXXX Nominee being replaced. For the avoidance of doubt, the substitute director shall thereafter be deemed a XXXX Nominee for purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement applicable to the resigning XXXX Nominee prior to his or her resignationCompany), and such person shall be appointed to the Board to serve the unexpired term, if any, of such XXXX Nominee. (d) Other than the XXXX Nominees, the Board will only nominate eight (8) individuals for election at the 2014 Annual Meeting, including Xx. Xxxxxx subject to Section 4(b) of this Agreement. (e) Promptly following the 2014 Annual Meeting, the Board will decrease the size of the Board to twelve (12) members. Until the 2015 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve (12) members, and shall not decrease the size of the Board if such decrease would require the resignation of one or more of the XXXX Nominees. Other than for vacancies filled pursuant to Section 3(c) or arising other information as a result of a breach of this Agreement reasonably requested by the Company, nothing in this Agreement shall prevent the Company from filling all vacancies in accordance time to time. GAMCO shall provide the Company with the By-Laws of the Companysuch information concerning GAMCO as is required to be disclosed under applicable law or NYSE regulations. (f) The Company will take appropriate action so that, prior to the 2015 Annual Meeting, its director change of position policy does not require a XXXX Nominee to resign by reason of any material change in his or her primary job responsibility or position held at the time such XXXX Nominee was appointed to the Board.

Board Nomination and Other Company Matters. (a) In accordance with the Ohio General Corporation Law, the Company’s By-Laws 's Amended Articles of Incorporation and Delaware lawthe Company's Regulations, the Company agrees that, effective as will appoint to the Company's board of the next meeting directors (the “March Board Meeting”) "board of the Board of Directors of the Company (the “Board”directors"), which shall be held not later than March 27, 2014, and prior to taking any other formal action at such meeting, the Board will: (1) increase the size as a Class II director, a senior executive of the Board to fourteen (14) members; and JANA designated by JANA and set forth xx SCHEDULE B herexx, (2) appoint Xxxxx X. Xxxxxas a Class I director, Xxxxxxx X. Xxxxxxxxan Independent (as defined in Section 7 below) designated by JANA and reasonably acceptable to the Xxxernance and Nominating Committee of the Company's board of directors (the "GOVERNANCE AND NOMINATING COMMITTEE") and set forth on SCHEDULE B hereto and (3) as a Class III director, IIIan Independent jointly selected (from among candidates proposed in good faith by either or both parties) in good faith, Xxxxx X. Xxxxxx and V. Xxxx Xxxxx reasonably acceptable to each of, JANA and the Governance and Nominatinx Xxmmittee (togetherthe persons in clauses (1)-(3) collectively, the “XXXX Nominees”"2009 DESIGNEES). The parties shall use good faith efforts to reach agreement promptly with respect to the 2009 Designee referred to in clause (a)(3) of this Section, and in any event within twenty business days of the execution of this Agreement or as soon as reasonably practicable thereafter. Each of the appointments described in the preceding sentence will be made, in accordance with the Company's Governance Principles, a copy of which has previously been provided to JANA (other than the "GOVERNANCE PRINCIPLES"), pxxxxtly after (i) in the case of the refusal 2009 Designee referred to in clause (a)(3) of this Section, such 2009 Designee has been identified, and (ii) for all 2009 Designees, the condition to his or inability of any her appointment set forth in the second succeeding sentence has been satisfied, provided that this condition shall be waived if the Company does not take all necessary action to enable such person individual to servecomply with such condition reasonably promptly following the date such individual is identified and agreed upon, in which each case, if applicable. The size of the Board shall appoint his/her substitute chosen in accordance with Section 3(c)) board of directors will be increased by one as Company directors to fill the vacancies created thereby and to have the same rights each such appointment is made, for a total increase of participation in all other matters undertaken at the March Board Meeting as the other Company directors; provided, however, that as three directorships. As a condition to the each such 2009 Designee's appointment of each XXXX Nominee, such XXXX Nominee shall have completed and executed or election to the Company’s 2014 Questionnaire for Potential Director Nominees and the Director Nominee Representation and Agreement's board of directors, provided that such documents have not been amended in any material respect from the versions provided to XXXX prior to the date of this Agreement, and have agreed each 2009 Designee shall agree to comply with all policies, codes code of conduct, confidentiality obligations conduct and codes code of ethics applicable to all of the Company’s directors, including the Company’s Code of Business Conduct, 's directors and to provide the information regarding themselves such 2009 Designee that is required to be disclosed for candidates for directors and directors in a proxy statement under the federal securities laws of the United States of America and/or or applicable New York Stock Exchange rules and regulations, information required by the Governance Principles to be submitted in connection with shareholder director nominations and to provide such other customary information as reasonably and promptly requested by the Company with respect to Company nominees. The parties also agree to observe the procedures set forth on SCHEDULE C at meetings of the board of directors. If JANA and its Affiliates and Associatex xxall be in compliance with the restrictions set forth in Section 4 through the time of the Company's 2009 annual meeting of shareholders (PROVIDED that, subject to Section 9(d), and solely with respect to inadvertent, non-intentional non-compliance, JANA shall have five business days foxxxxing written notice from the Company of non-compliance to remedy such non-compliance if capable of remedy; and provided, further it being understood that any XXXX Nominee may participate non-compliance that is not inadvertent or is intentional shall not be subject to such five-business-day cure period) and JANA and its Affiliates and Associatex xxllectively beneficially own at least 10% of the outstanding Shares through the date of such meeting, the Company agrees to nominate the 2009 Designee who is a member of Class II for election as a director of the Company and to use at least the same efforts to cause the election of such 2009 Designee at the Company's 2009 annual meeting of shareholders as the Company uses with respect to the election or re-election of any other person nominated for election or re-election by the Company at such meeting; PROVIDED that as a condition to such nomination, such 2009 Designee shall execute a letter agreement with the Company in which such person agrees to resign effective as of the March Board Meeting telephonically earlier to occur of (i) the Company's 2011 annual meeting of shareholders and (ii) following the expiration of the Standstill Period, the taking of any action by JANA or its Affiliates or Associates xxxxh would violate Section 4 hereof had such action taken place prior to the expiration of the Standstill Period. If JANA and its Affiliates and Associatex xxall be in compliance with the restrictions set forth in Section 4 through the time of the Company's 2010 annual meeting of shareholders (PROVIDED that, subject to Section 9(d), and solely with respect to inadvertent, non-intentional non-compliance, JANA shall have five business days foxxxxing written notice from the Company of non-compliance to remedy such non-compliance if unable capable of remedy; it being understood that any non-compliance that is not inadvertent or is intentional shall not be subject to attend in personsuch five-business-day cure period) and JANA and its Affiliates and Associatex xxllectively beneficially own at least 5% of the outstanding Shares through the date of such meeting, the Company agrees to nominate the 2009 Designee who is a member of Class III for election as a director of the Company and to use at least the same efforts to cause the election of such 2010 Designee at the Company's 2010 annual meeting of shareholders as the Company uses with respect to the election or re-election of any other person nominated for election or re-election by the Company at such meeting. (b) The If JANA delivers a notice in writing to xxx Company agrees that: (1) the Board will not approve any material new transactions after November 30, 2009 and on or prior to January 1, 2010 requesting that the March Board Meeting; (2Company comply with this Section 3(b) at and each of JANA and its Affiliates and Associatex xx in compliance with the 2014 annual meeting restrictions set forth in Section 4 through the date of the Company’s shareholders appointment (the “2014 Annual Meeting”PROVIDED that, subject to Section 9(d), the Board will nominate the XXXX Nominees (other than in the case of the resignationand solely with respect to inadvertent, refusal or inability of any such person to servenon-intentional non-compliance, in which case, the Board JANA shall nominate his/her substitute chosen in accordance with Section 3(c)), together with the other persons included in the Company’s slate of nominees for election as director at the 2014 Annual Meeting in accordance with Section 3(d), as directors of the Company, in each case with a term expiring at the 2015 annual meeting of the Company’s shareholders (the “2015 Annual Meeting”); (3) the Board will recommend that the shareholders of have five busi- ness days following written notice from the Company vote of non-compliance to elect the XXXX Nominees as directors remedy such non-compliance if capable of the Company at the 2014 Annual Meeting; (4) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of the XXXX Nominees at the 2014 Annual Meeting (remedy; it being understood that any non-compliance that is not inadvertent or is intentional shall not be subject to such efforts five-business-day cure period) and JANA and its Affiliates and Associatex xxllectively beneficially own at least 5% of the outstanding Shares through such date of appointment, in accordance with the Ohio General Corporation Law, the Company's Amended Articles of Incorporation and the Company's Regulations, the Company shall be not less no later than the date that is thirty business prior to the Company's 2010 annual meeting, (1) increase the size of the board of directors by two seats and (2) appoint (i) as a Class I director, an Independent designated by JANA and reasonably acceptable to the Xxxernance and Nominating Committee and (ii) as a Class III director, an Independent jointly selected jointly selected (from among candidates proposed in good faith by either or both parties) in good faith, and reasonably acceptable to each of, JANA and the Governance and Nominatinx Xxmmittee, to fill the newly-created seats (collectively, the "2010 DESIGNEES"). The parties shall use good faith efforts used by to reach agreement promptly with respect to the 2010 Designee referred to in clause (b)(2)(ii) of this Section, and in any event within twenty business days of the delivery of such notice or as soon as reasonably practicable thereafter. If JANA and its Affiliates and Associatex xxall be in compliance with the restrictions set forth in Section 4 through the time of the Company's 2010 annual meeting of shareholders (PROVIDED that, subject to Section 9(d), and solely with respect to inadvertent, non-intentional non-compliance, JANA shall have five business days foxxxxing written notice from the Company of non-compliance to obtain remedy such non-compliance if capable of remedy; it being understood that any non-compliance that is not inadvertent or is intentional shall not be subject to such five-business-day cure period) and JANA and its Affiliates and Associatex xxllectively beneficially own at least 5% of the outstanding Shares through the date of such meeting, the Company agrees to nominate the 2010 Designee who is a member of Class III for election as a director of the Company and to use at least the same efforts to cause the election of such 2010 Designee at the Company's 2010 annual meeting of shareholders as the Company uses with respect to the election or re-election of any other independent (as determined under Section 303A person nominated for election or re-election by the Company at such meeting. As a condition to each such 2010 Designee's appointment or election to the Company's board of directors, each 2010 Designee shall agree to comply with all policies, code of conduct and code of ethics applicable to all of the Company's directors and to provide information regarding such 2010 Designee that is required to be disclosed for candidates for directors and directors in a proxy statement under the federal securities or applicable New York Stock Exchange's Listed Company Manual) Exchange rules and regulations, information required by the Governance Principles to be submitted in connection with shareholder director nominee nominated nominations and such other customary information as reasonably and promptly requested by it to serve as a director on the Board at the 2014 Annual Meeting); and (5) two individuals who are Company directors as of the date of this Agreement (other than Xxxxxx X. Xxxxxx, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek with respect to fill such vacanciesCompany nominees. (c) The Company agrees that if If at any time during the Standstill Period, any of the XXXX Nominees resigns as a director JANA Selectees is or otherwise refuses to or is becomes unwillinx xx unable to serve as a director at any time prior to the 2015 Annual Meetingnominee or, including following such person's appointment or election, as a result director of death the Company, upon the delivery of the resignation (or disabilityif later, XXXX effective date of such resignation) of such JANA Selectee from the board of direcxxxx, JANA shall be entitled to designate a xxxlacement nominee or director, as the case may be, which replacement nominee or director who shall meet the same requirements and be independent of XXXX, would be considered an independent director of the Company under Section 303A of the New York Stock Exchange’s Listed Company Manual, is reasonably acceptable to the Board as a replacement director and has a comparable amount of business experience, although such experience need not be selected in the same industry manner as was applicable to the nominee or industriesdirector being replaced, and is in equally good standing in all material respectssuch person shall be appointed to the board of directors to serve the unexpired term of such JANA Selectee, as the XXXX Nominee being replaced. For the avoidance of doubt, the substitute director and shall thereafter be deemed bx xxemed a XXXX Nominee JANA Selectee for purposes of this Agreement Agxxxxent and be entitled to the same rights and subject to the same requirements under this Agreement applicable to the resigning XXXX Nominee JANA Selectee prior to his resignatiox. Xf at any time during the Standstill Period, any 2009 Designee or her 2010 Designee who is not a JANA Selectee is or becomes unwilling xx unable to serve as a nominee or, following such person's appointment or election, as a director of the Company, upon the delivery of the resignation (or if later, effective date of such resignation) of such 2009 Designee or 2010 Designee from the board of directors, the Company shall appoint an Independent jointly selected (from among candidates proposed in good faith by either or both parties) in good faith, and such person shall be appointed reasonably acceptable to each of, JANA and the Board Governance and Nominatinx Xxmmittee, to serve the unexpired term, if any, term of such XXXX Nominee2009 Designee or 2010 Designee, as applicable. In such case, the parties shall use good faith efforts to reach agreement promptly with respect to such Independent, and in any event within twenty business days of the receipt of notice of such unwillingness or inability or resignation, or as soon as reasonably practicable thereafter. (d) Other than the XXXX Nominees, the Board will only nominate eight (8) individuals for election at the 2014 Annual Meeting, including Xx. Xxxxxx subject to Section 4(b) of this Agreement. (e) Promptly following the 2014 Annual Meeting, the Board will decrease the size of the Board to twelve (12) members. Until the 2015 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve (12) members, and shall not decrease the size of the Board if such decrease would require the resignation of one or more of the XXXX Nominees. Other than for vacancies filled pursuant to Section 3(c) or arising ), during the Standstill Period, the Company shall not fill any vacancy occurring on the board of directors if after filling such vacancy the board of directors would have more than 14 members. The Company shall not take any action to increase the size of the board of directors during the Standstill Period other than as a result set forth in this Agreement, unless following such increase the board of a breach of this Agreement by the Companydirectors shall have no more than fourteen members. The foregoing notwithstanding, nothing in this Agreement paragraph or this agreement shall prevent the Company from appointing its chief executive officer to the board of directors even if such appointment results in the number of directors exceeding fourteen unless the absence of the chief executive officer from the board of directors results from the resignation from the board of directors by such chief executive officer or his or her predecessor followed by the filling all vacancies in accordance of the vacancy created thereby by the board of directors with an individual who is not the By-Laws chief executive officer of the Company. (e) The Company shall appoint the JANA Selectee referred to in Section 0(x)(1) who is a senior executive of JANA to any committee of the board of xxxectors now existing or formed in the future the primary purpose of which committee is to review the strategic direction or operational performance of the Company, such appointment to be made promptly following such 2009 Designee's appointment, or if no such committee now exists but is formed hereafter, promptly following such formation; PROVIDED that the service of any JANA Selectee on any such committee sxxxx cease immediately, and any such JANA Selectee shall resign from any sxxx committee effective immediately upon the expiration of the Standstill Period, unless otherwise determined by the board of directors in its sole discretion. It is understood by the parties that committees of the board of directors, including but not limited to the executive committee of the board of directors, which have the power to review strategic direction or operational performance of the Company but were not formed primarily for such purpose and have not been assigned such primary purpose after January 21, 2008 shall not be subject to the preceding sentence. It is the understood by the parties that only the board of directors, and not any committee thereof, has the power to designate or change the purpose of a committee of the board of directors. In the event of the replacement as set forth in Section 3(c) of any director appointed to a committee pursuant to this Section 3(e), his or her successor shall be promptly appointed to the committee seat vacated by such former director to serve until the end of the Standstill Period. (f) The Company will take appropriate action so agrees that, prior until the earlier of (1) the expiration of the Standstill Period and (2) such time as any Section 3(f) Person (as defined below) makes any statement that would be in violation of Section 4(a)(E) if made by JANA, it will not make, or cause to bx xxde, or in any way encourage any other person to make or cause to be made, any statement or announcement that relates to and constitutes an ad hominem attack on, or relates to and otherwise disparages, JANA, any of its officers or directorx xx any person who has served as an officer or director of JANA (such persons, "SECTION 3(F) PERXXXX"): (A) in any document or report filed with or furnished to the 2015 Annual MeetingSEC or any other governmental agency, its director change (B) in any press release or other publicly available format, or (C) to any journalist or member of position policy does not require the media (including without limitation, in a XXXX Nominee television, radio, newspaper or magazine interview). (g) Within 30 days of the date of this Agreement, the Company shall amend the Rights Agreement, dated as of November 30, 1998, between the Company and Computershare Trust Company, N.A. (as successor for the Fifth Third Bank, N.A.), as amended (the "RIGHTS AGREEMENT"), to resign by reason increase the thresholds set forth in Sections 1(a) and 3(a) of any material change in his or her primary job responsibility or position held at the time such XXXX Nominee was appointed Rights Agreement to the Board20%.

Board Nomination and Other Company Matters. (a) In accordance with Subject to the terms set forth in Section 1(e), the Company and the Company’s By-Laws and Delaware law, the Company agrees that, effective as of the next meeting (the “March Board Meeting”) of the Board of Directors of the Company (the “Board”), which shall be held not later than March 27, 2014, and prior ) will take all necessary actions to taking any other formal action at such meeting, nominate the Board will: TRT Nominee (1as defined below) increase the size for election as an incumbent director of the Board to fourteen (14) members; and (2) appoint Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, III, Xxxxx X. Xxxxxx and V. Xxxx Xxxxx (together, the “XXXX Nominees”) (other than in the case of the refusal or inability of any such person to serve, in which case, the Board shall appoint his/her substitute chosen in accordance with Section 3(c)) as Company directors to fill the vacancies created thereby and to have the same rights of participation in all other matters undertaken at the March Board Meeting as the other Company directors; provided, however, that as a condition to the appointment of each XXXX Nominee, such XXXX Nominee shall have completed and executed the Company’s 2014 Questionnaire for Potential Director Nominees and the Director Nominee Representation and Agreement, provided that such documents have not been amended in any material respect from the versions provided to XXXX prior to the date of this Agreement, and have agreed to comply with all policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company’s directors, including the Company’s Code of Business Conduct, to provide the information regarding themselves that is required to be disclosed for candidates for directors and directors in a proxy statement under the federal securities laws of the United States of America and/or applicable New York Stock Exchange rules and regulations, and to provide such other customary information as reasonably requested by the Company; and provided, further that any XXXX Nominee may participate in the March Board Meeting telephonically if unable to attend in person. (b) The Company agrees that: (1) the Board will not approve any material new transactions prior to the March Board Meeting; (2) at the 2014 annual meeting of the Company’s shareholders that occurs after the Effective Date (the each, an “2014 Annual Meeting”). Without limiting the generality of the foregoing and subject to the terms set forth in Section 1(e), the Board will nominate the XXXX Nominees (other than in the case of the resignation, refusal or inability of any such person to serve, in which case, Company and the Board shall (i) cause the slate of nominees standing for election, and recommended by the Board, at each Annual Meeting to include the TRT Nominee, (ii) nominate his/her substitute chosen in accordance with Section 3(c)), together with the other persons included and reflect in the Company’s slate proxy statement on Schedule 14A for each Annual Meeting (each, a “Company Proxy Statement”) the nomination of nominees the TRT Nominee for election as director at the 2014 such Annual Meeting in accordance with Section 3(d), as directors of the Company, in each case Company with a term expiring at the 2015 annual meeting next Annual Meeting, (iii) recommend and reflect in the Company Proxy Statement for each Annual Meeting the recommendation of the Company’s shareholders (the “2015 Annual Meeting”); (3) the Board will recommend that the shareholders of the Company vote to elect the XXXX Nominees TRT Nominee for election as directors of the Company at the 2014 such Annual Meeting; (4) , and cause the Company shall to use its reasonable best efforts (which shall include the solicitation to solicit proxies in favor of proxies) to obtain the election of the XXXX Nominees at the 2014 TRT Nominee with respect to such Annual Meeting Meeting, and (it being understood that such efforts shall be not less than the efforts used iv) cause all proxies received by the Company with respect to obtain each Annual Meeting to be voted in the manner specified by such proxies and cause all proxies for which a vote is not specified to be voted for the election of any other the TRT Nominee as directors of the Company. (b) Prior to the execution of this Agreement, the Company and the Board have determined that Mxxxxxx Xxxxxx (i) satisfies the requirements for being an independent (as determined under Section 303A director of the Company pursuant to applicable requirements of the New York Stock Exchange's Listed Company ManualExchange (“NYSE”) director nominee nominated by it and the Securities and Exchange Commission (the “SEC”) and is “independent” in accordance with the requirements of all applicable rules and policies of the Company, and (ii) is otherwise qualified to serve as a director on the Board at the 2014 Annual Meeting); and (5) two individuals who are Company directors as member of the date of this Agreement (other than Xxxxxx X. Xxxxxx, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek to fill such vacanciesBoard. (c) The Each of the Company and TRT agrees that if any the TRT Nominee, upon election or appointment to the Board, will serve as an integral member of the XXXX Nominees resigns Board and, subject to the terms and conditions set forth in this Agreement, will be governed by the same protections and obligations regarding confidentiality, conflicts of interest (including, when necessary under state law, obligations relating to recusal), fiduciary duties, trading and disclosure policies, and other governance guidelines, and will have the same rights and benefits, including with respect to insurance coverage, indemnification rights, exculpation, advancement of expenses, and compensation and fees, access to personnel and information as a director or otherwise refuses are applicable to all independent directors of the Company. (d) For purposes of this Agreement, the term “TRT Nominee” means Mxxxxxx Xxxxxx. If the TRT Nominee is not elected to the Board at an Annual Meeting or, after election to the Board, thereafter is removed, resigns, or is otherwise unable to serve as a director at any time prior of the Company, except pursuant to the 2015 Annual MeetingSection 1(e), including as a result of death or disability, XXXX shall then TRT will be entitled to designate select a replacement director who shall be independent of XXXXnew designee to serve as a director, would be considered which designee (i) must qualify as an independent director of the Company under Section 303A pursuant to applicable requirements of the New York Stock Exchange’s Listed Company Manual, is reasonably acceptable NYSE and the SEC and (ii) will be chosen by TRT subject to a determination by the Nominating and Governance Committee of the Board that such designee is eligible to serve as a replacement director under applicable law, such determination to be made promptly, reasonably and has in good faith on a comparable amount basis reasonably consistent with the Company’s evaluation of business experience, although such experience need not be in the same industry or industriesall other directors, and is in equally good standing in all material respects, as the XXXX Nominee being replaced. For the avoidance of doubt, the substitute director shall thereafter be deemed a XXXX Nominee for purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement applicable to the resigning XXXX Nominee prior to his or her resignation, and Board will promptly appoint such person shall be appointed designee to the Board to serve until the unexpired term, if any, next Annual Meeting after such appointment. Any such designee will be deemed the TRT Nominee for all purposes under this Agreement and TRT agrees to cause any designee appointed pursuant to this Section 1(e) to comply with all obligations of such XXXX Nominee. (d) Other than TRT and the XXXX Nominees, the Board will only nominate eight (8) individuals for election at the 2014 Annual Meeting, including Xx. Xxxxxx subject to Section 4(b) of TRT Nominee under this Agreement. (e) Promptly following the 2014 Annual Meeting, the Board will decrease the size of the Board to twelve (12) members. Until the 2015 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve (12) members, and shall not decrease the size of the Board if such decrease would require the resignation of one or more of the XXXX Nominees. Other than for vacancies filled pursuant to Section 3(c) or arising as a result of a breach of this Agreement by the Company, nothing in this Agreement shall prevent the Company from filling all vacancies in accordance with the By-Laws of the Company. (f) The Company will take any action necessary or appropriate action so thatto facilitate the discharge of its obligations under this Section 1(e), prior including increasing the number of seats on the Board or amending the Company’s bylaws and its other governing documents, in each case, to the 2015 Annual Meeting, its director change of position policy does not require a XXXX Nominee to resign by reason of any material change in his or her primary job responsibility or position held at the time such XXXX Nominee was appointed to the Boardextent permissible under applicable law.

Board Nomination and Other Company Matters. (a) In a. Effective as of the execution of this Agreement, in accordance with the Company’s By-Laws Bylaws and Delaware law, the Company agrees that, effective as of the next meeting (the “March Board Meeting”) of the Board of Directors of the Company (the “Board”), which shall be held not later than March 27, 2014, and prior to taking any other formal action at such meeting, the Board will: (1) increase have caused the size of the Board to fourteen be increased to seven (147) members; and (2) appoint Xxxxx members and appointed each of Gxxxxxxxx XxXxxxx and Jxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, III, Xxxxx X. Xxxxxx and V. Xxxx Xxxxx (togethercollectively, the “XXXX Nominees” and each, a “Nominee”) (other than in as a director for a term expiring at the case 2019 annual meeting of the refusal Company’s stockholders (the “2019 Annual Meeting”) or inability of any such person to serveher earlier resignation, in which case, the Board shall appoint his/her substitute chosen death or removal in accordance with Section 3(c)) as Company directors to fill the vacancies created thereby and to have the same rights of participation in all other matters undertaken at the March Board Meeting as the other Company directors; provided, however, that as Company’s Bylaws. As a condition to the appointment of each XXXX Nominee, such XXXX each Nominee shall have completed and executed the Company’s 2014 Questionnaire for Potential Director Nominees and the Director Nominee Representation and Agreement, provided that such documents have not been amended in any material respect from the versions provided to XXXX prior to the date of this AgreementQuestionnaire, and have has agreed to comply with all applicable fiduciary duties, policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company’s directors, including the Company’s Corporate Governance Guidelines, Code of Business ConductConduct and Ethics, Ixxxxxx Xxxxxxx Policy and Board of Directors Summary Confidentiality and Disclosure Policy, to provide the information regarding themselves herself that is required to be disclosed for candidates for directors and directors in a proxy statement under the U.S. federal securities laws of the United States of America and/or applicable New York Stock Exchange NASDAQ rules and regulations, and to provide such other customary information as reasonably requested by the Company; and provided, further that any XXXX Nominee may participate in the March Board Meeting telephonically if unable to attend in person. (b) The Company agrees that: (1) b. Each Nominee shall be compensated for her services as a director, shall receive the Board will not approve any material new transactions prior to same benefits, and shall be reimbursed for her expenses on the March Board Meeting; (2) at the 2014 annual meeting same basis as all other non-employee directors of the Company’s shareholders (Company and shall be eligible to be granted equity-based compensation on the “2014 Annual Meeting”), the Board will nominate the XXXX Nominees (same basis as all other than in the case of the resignation, refusal or inability of any such person to serve, in which case, the Board shall nominate his/her substitute chosen in accordance with Section 3(c)), together with the other persons included in the Company’s slate of nominees for election as director at the 2014 Annual Meeting in accordance with Section 3(d), as non-employee directors of the Company, in each case with a term expiring at . Each Nominee shall be entitled to the 2015 annual meeting same rights of indemnification and directors’ and officers’ liability insurance coverage as the Company’s shareholders (the “2015 Annual Meeting”); (3) the Board will recommend that the shareholders of the Company vote to elect the XXXX Nominees as other non-employee directors of the Company at the 2014 Annual Meeting; (4) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) as such rights may exist from time to obtain the election of the XXXX Nominees at the 2014 Annual Meeting (it being understood that such efforts shall be not less than the efforts used by the Company to obtain the election of any other independent (as determined under Section 303A of the New York Stock Exchange's Listed Company Manual) director nominee nominated by it to serve as a director on the Board at the 2014 Annual Meeting); and (5) two individuals who are Company directors as of the date of this Agreement (other than Xxxxxx X. Xxxxxx, or in addition to Xx. Xxxxxx if applicable under Section 4(b) of this Agreement) will not seek re-election to the Board at the 2014 Annual Meeting, and the Company shall not seek to fill such vacanciestime. (c) The Company agrees that if any of the XXXX Nominees c. If a Nominee resigns as a director or otherwise refuses to or is unable to serve as a director at any time prior to the 2015 date of the 2020 annual meeting of the Company’s stockholders (the “2020 Annual Meeting”), including as a result of death or disability, XXXX the Investor Group shall be entitled to designate a replacement director (the “Replacement Director”) who shall be independent of XXXXthe Investor Group, would be considered an independent director of the Company under Section 303A the listing rules of NASDAQ, meets the criteria set forth in the Corporate Governance Guidelines and as reasonably established by the Nominating and Corporate Governance Committee of the New York Stock Exchange’s Listed Company ManualBoard (the “NCGC”) from time to time, is reasonably acceptable to the Board as a replacement director and has a comparable amount of business experienceexperience as the Nominee the Replacement Director is replacing, although such experience need not be in the same industry or industries, provides the information required by Section 3(a) and is in equally good standing in all material respects, as the XXXX Nominee being replaced. For the avoidance of doubt, the substitute director Replacement Director shall thereafter be deemed a XXXX Nominee for purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement applicable to the resigning XXXX Nominee prior to his or her resignation, and such person shall be appointed to the Board to serve the unexpired term, if any, of such XXXX Nominee. (d) Other than d. Effective as of the XXXX Nomineesexecution of this Agreement, the Board shall have appointed each of Gxxxxxxxx XxXxxxx and Jxxxxxxx Xxxxx as a member of the NCGC. The NCGC will only nominate eight consist of four (8) individuals for election at 4) members effective as of such appointment. Subject to compliance with the 2014 Annual Meetinglisting rules of Nasdaq, including Xx. Xxxxxx subject to Section 4(bthe extent a Nominee (or any Replacement Director) shall serve on the Board pursuant to the terms of this Agreement. , such Nominee (eor Replacement Director) Promptly following shall be entitled to serve on the 2014 Annual MeetingNCGC, and the Board will decrease shall not increase the size of the NCGC to more than four (4) persons. e. The NCGC shall recommend and the Board to twelve shall nominate each of the Nominees for election as a director at the 2019 Annual Meeting for a term expiring at the 2020 Annual Meeting, and the Board shall recommend that the Company’s stockholders vote in favor of the election the Nominees (12) membersalong with all other Company nominees). The Company shall solicit proxies in favor of such election and otherwise support the Nominees for election in a manner no less favorable than the manner in which the Company supports other Company nominees for election as director. f. Until the 2015 2020 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve seven (127) members, and shall not decrease the size of the Board if such decrease would require the resignation of one or more of the XXXX Nomineeseither Nominee. Other than for vacancies filled pursuant to Section 3(c) or arising as a result of a breach of this Agreement by the Company, nothing in this Agreement shall prevent the Company from filling all vacancies in accordance with the By-Laws Bylaws of the CompanyCompany and the laws of the State of Delaware. (f) The Company will take appropriate action so that, prior to the 2015 Annual Meeting, its director change of position policy does not require a XXXX Nominee to resign by reason of any material change in his or her primary job responsibility or position held at the time such XXXX Nominee was appointed to the Board.

Board Nomination and Other Company Matters. (a) In accordance with the Company’s By-Laws and Delaware law, the The Company agrees that, effective as of the next meeting (the “March Board Meeting”) of that the Board of Directors of the Company (the “Board”)) will, which shall be held not later than March 27, 2014, and prior to taking any other formal action at such meeting, the Board will: nominate Xxxx Xxxx (1) increase the size of the Board to fourteen (14) members; and (2) appoint Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, III, Xxxxx X. Xxxxxx and V. Xxxx Xxxxx (together, the “XXXX NomineesNew Nominee”) (other than in the case of the refusal or inability of any such person to serve, in which case, the Board shall appoint his/her substitute chosen in accordance with Section 3(c)) as Company directors to fill the vacancies created thereby and to have the same rights of participation in all other matters undertaken at the March Board Meeting as the other Company directors; provided, however, that as a condition to the appointment of each XXXX Nominee, such XXXX New Nominee shall have completed and executed the Company’s 2014 Questionnaire for Potential Director Nominees and the Director Nominee Representation and Agreement, provided that such documents have not been amended in any material respect from the versions provided to XXXX prior to the date of this Agreement, and have agreed to comply with all policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company’s directors, including the Company’s Code of Business Conduct, to provide the information regarding themselves that is required to be disclosed for candidates for directors and directors in a proxy statement under the federal securities laws of the United States of America and/or applicable New York Stock Exchange rules and regulations, and to provide such other customary information as reasonably requested by the Company; and provided, further that any XXXX Nominee may participate in the March Board Meeting telephonically if unable to attend in person. (b) The Company agrees that: (1) the Board will not approve any material new transactions prior to the March Board Meeting; (2) at the 2014 annual meeting of the Company’s shareholders (the “2014 Annual Meeting”), the Board will nominate the XXXX Nominees (other than in the case of the resignation, refusal or inability of any such person to serve, in which case, the Board shall nominate his/her a substitute chosen designated in accordance with in Section 3(c3(d))) for election as a director of the Company at the Company’s 2016 annual meeting of shareholders, together with the other persons included in the Company’s slate of nominees for election as director directors at the 2014 Annual Meeting in accordance with Section 3(d)such annual meeting, as directors of the Company, in each case with a term expiring at the 2015 annual meeting of the Company’s shareholders (the “2015 Annual Meeting”); (3) the Board will and recommend that the shareholders of the Company vote to elect the XXXX Nominees such New Nominee as directors a director of the Company at such annual meeting; provided, however, that as a condition to the 2014 Annual Meeting; (4) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election nomination and recommendation of the XXXX Nominees at New Nominee, such New Nominee shall (i) have completed and executed the 2014 Annual Meeting Company’s Director Questionnaire (it being understood that in the form provided to JCF prior to the date of this Agreement, which form is the same as the form provided to, or which will be provided to, all of the Company’s other non-management director nominees) and such efforts shall be not less than the efforts used other materials as are requested by the Company of each of its other director nominees and (ii) have executed a consent to obtain be named as a nominee in the election of any other independent (as determined under Section 303A of Company’s proxy statement for the New York Stock Exchange's Listed Company Manual) director nominee nominated by it Company’s 2016 annual meeting and to serve as a director on director, if so elected. JCF will cause the Board at New Nominee to comply with the 2014 Annual Meeting); andprovisions of this Agreement applicable to the New Nominee as well as any undertakings made by the New Nominee that are required by the terms of this Agreement. (5b) two individuals who are Company directors as of At all times from the date of this Agreement through the termination of service as a member of the Board, (i) the New Nominee shall be subject to all policies, procedures, processes, codes, rules, standards, guidelines and legal, regulatory and stock exchange requirements applicable to non-management Board members of the Company, including the Company’s codes of business conduct and ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, Corporate Governance Guidelines and statutory and regulatory director qualification requirements, (ii) the New Nominee is not and shall not become party to any compensatory, payment or other financial agreement, arrangement or understanding other than Xxxxxx X. Xxxxxxwith the Company in connection with his service as a director (excluding any pre-existing employment, or investment and indemnification agreements that were not entered into in addition to Xx. Xxxxxx if applicable under Section 4(b) contemplation of this Agreement) will not seek re-election the New Nominee’s service as a director of the Company and that have been disclosed to the Board at Company prior to the 2014 Annual Meetingdate hereof in the New Nominee’s Director Questionnaire referenced in Section 3(a)) and has not accepted and shall not accept any such compensation or other payment, and (iii) the New Nominee and JCF shall provide such information and materials that are reasonably requested by the Company shall not seek from time to fill such vacanciestime, including in connection with the Company’s legal, regulatory, audit or stock exchange requirements. (c) The Notwithstanding any provision in this Agreement to the contrary, if at any time after the date of this Agreement, JCF, together with its Affiliates and Associates, ceases collectively to beneficially own an aggregate Net Long Position of at least 1,000,000 shares of the Company’s Common Stock, JCF shall immediately notify the Company and (i) the Company shall be relieved of all of its obligations under Section 3 of this Agreement (including Section 3(d)) and (ii) if such New Nominee has been elected to the Board, JCF shall cause the New Nominee to promptly tender his resignation as a member of the Board and any Board committees on which he sits, effective immediately upon its acceptance by the Board. In connection with such resignation, the New Nominee shall deliver to the Board an executed copy of the form of resignation letter attached hereto as Exhibit C. (d) Each of the Company and JCF agrees that if any of the XXXX Nominees resigns as a director or otherwise New Nominee resigns, refuses to or is unable to serve as a director at any time prior to during the 2015 Annual MeetingStandstill Period (as such term is hereinafter defined), including as a result of death or disability, XXXX JCF shall be entitled to designate a replacement director who shall be independent of XXXX, would be considered an independent director of the Company under Section 303A of the New York Stock Exchange’s Listed Company Manual, is reasonably acceptable to the Board as a replacement director and has a comparable amount of business experience, although such experience need not be in the same industry or industries, and is in equally good standing in all material respects, as the XXXX Nominee being replaceddirector. For the avoidance of doubt, the agreed-upon substitute director shall thereafter be deemed a XXXX New Nominee for purposes of this Agreement and the Confidentiality Agreement and be entitled to the same rights and subject to the same requirements under this Agreement and the Confidentiality Agreement applicable to the resigning XXXX Nominee prior to his or her resignationNew Nominees, and such person shall be appointed to the Board to serve the unexpired term, if any, of such XXXX New Nominee. (d) Other than the XXXX Nominees, the Board will only nominate eight (8) individuals for election at the 2014 Annual Meeting, including Xx. Xxxxxx subject to Section 4(b) of this Agreement. (e) Promptly following the 2014 Annual Meeting, the Board will decrease the size of the Board to twelve (12) members. Until the 2015 Annual Meeting, the Company shall not increase the size of the Board in excess of twelve (12) members, and shall not decrease the size of the Board if such decrease would require the resignation of one or more of the XXXX Nominees. Other than for vacancies filled pursuant to Section 3(c) or arising as a result of a breach of this Agreement by the Company, nothing in this Agreement shall prevent the Company from filling all vacancies in accordance with the By-Laws of the Company. (f) The Company will take appropriate action so that, prior to the 2015 Annual Meeting, its director change of position policy does not require a XXXX Nominee to resign by reason of any material change in his or her primary job responsibility or position held at the time such XXXX Nominee was appointed to the Board.