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 Amended and Restated Bylaws (the “Bylaws”) and Delaware law, substantially concurrently with the execution of this Agreement, the Board shall take all necessary action to (i) cause or accept the resignation of three (3) current directors of the Company from the Board (the “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 the Company’s directors, including the Company’s Code of 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 and/or applicable New York Stock Exchange (“NYSE”) rules and regulations. In addition, as a condition to, and prior to, the appointment of the XXXX Nominee, the XXXX Nominee shall have executed and delivered to the Company an irrevocable resignation as a director of the Company in the form attached hereto as Exhibit A (the “Irrevocable Resignation Letter”), it being understood that in the event the Irrevocable Resignation Letter becomes effective pursuant to the terms thereof, it shall be in the 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, the Company and XXXX shall promptly choose a replacement Agreed Nominee as provided in Section 3(b) of this Agreement. Provided that each of the Agreed Nominees have been appointed to the Board and is able and willing to continue to serve on the Board, the Company shall include each of the Agreed Nominees in the Company’s slate of recommended nominees standing for election at the 2022 Annual Meeting and shall recommend, support and solicit proxies for the election of the Agreed Nominees at the 2022 Annual Meeting in the same manner as for the Company’s other nominees at the 2022 Annual Meeting.

Board Nomination and Other Company Matters. (a) In accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”) and Delaware law, substantially concurrently with the execution of this Agreement, the Board shall take all necessary action to will (i) cause or accept the resignation of three (3) current directors of the Company from the Board appoint Xxxx Xxxxxx Xx. (the “Director ResignationsFirst 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”), effective five (5) business days following the announcement of this Agreement, ; and (ii) appoint Xxxxx Xxxxxxx or an individual mutually acceptable to each of Xxxxx Xxxxxxxx the Company and XXXX (the “Second XXXX Nominee”) and Xxxxx Xxxxxx (the “Mutual Nominee,” and together with the First XXXX Nominee, the “Agreed XXXX Nominees”) as an independent Company director in Class II for a term expiring at the 2022 2023 annual meeting of the Company’s stockholders (the “2022 Annual Meeting”) or until such person’s earlier death, resignation, disqualification or removalshareholders. Subject to satisfaction The appointment of the conditions set forth herein, the Agreed XXXX Nominees shall be appointed immediately following the Director Resignations. Notwithstanding the foregoingeffective July 1, 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 below2020. As a condition to, and prior to, to the appointment of the Agreed Nominees as directorsXXXX Nominees, each Agreed Nominee shall have completed, executed and delivered (i) to the Company extent not previously provided to the Company, the XXXX Nominees shall complete and execute the Company’s 2022 Directors’ 2020 Questionnaire for Directors 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 directorsOfficers, 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 ConductBusiness Conduct and Ethics, 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 and/or applicable New York Stock Exchange (“NYSE”) NASDAQ rules and regulations. In addition, as a condition to, and prior to, to provide such other customary information as reasonably requested by the appointment of the XXXX Nominee, the XXXX Nominee shall have executed Company; and delivered (ii) be reasonably acceptable to the Company an irrevocable resignation as a director Board following the customary processes previously used by the Board to vet other directors; provided that, for the avoidance of the Company in the form attached hereto as Exhibit A (the “Irrevocable Resignation Letter”)doubt, it being understood that in the event the Irrevocable Resignation Letter becomes effective pursuant Xxxxx Xxxxxxx will be deemed reasonably acceptable to the terms thereof, it shall be in the 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 any of the Agreed initial XXXX Nominees is unable or unwilling to serve as a director of the Companyserve, the Company and XXXX shall will promptly choose a replacement Agreed XXXX Nominee as provided in Section 3(b) of this Agreement. Provided that each To be eligible for appointment, unless waived in writing by the Company, the Second XXXX Nominee must provide the Company prior to July 1 2020 with an irrevocable letter of the Agreed Nominees have been appointed to resignation from the Board and is able and willing all Board committees, effective the day prior to continue to serve on the Board, the Company shall include each of the Agreed Nominees in the Company’s slate of recommended nominees standing for election at the 2022 Annual Meeting and shall recommend, support and solicit proxies for the election of the Agreed Nominees at the 2022 Annual Meeting in the same manner as for the Company’s other nominees at the 2022 2021 Annual Meeting, unless the Board elects not to accept such resignation.

Board Nomination and Other Company Matters. (a) In accordance with the Company’s Amended and Restated Bylaws By-laws (the “BylawsBy-laws”) and Delaware Massachusetts law, substantially concurrently with the execution of this Agreement, the Board shall take all necessary action increase the size of the Board to eleven (11) directors and appoint (i) cause or accept the resignation of three (3) current directors of the Company from the Board (the “Director Resignations”)Xxxx Ballhaus, effective five (5) business days following the announcement of this Agreement, and (ii) appoint each of Xxxxx Xxxxxxxx an independent director designated by XXXX (the “XXXX Nominee”) and Xxxxx Xxxxxx (the “Mutual Nominee” and together with the XXXX Nominee, the “Agreed Nominees”) as an independent Company a Class I director in Class II to stand for a term expiring election at the 2022 annual meeting of the Company’s stockholders (the “2022 Annual Meeting”); and (ii) one independent director who will be Xxxxxx Xxxxx (as 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 until affiliates of Starboard Value LP signing such person’s earlier death, resignation, disqualification or removal. Subject to satisfaction of the conditions set forth hereinagreement (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 Nominees”) as a Class I director. The XXXX Nominee 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 upon execution of their appointment and this Agreement as provided for in Section 5 belowAgreement. As a condition to, and prior to, the appointment of the Agreed Nominees XXXX Nominee as directorsdirector, each Agreed the XXXX Nominee shall have (x) completed, executed and delivered to the Company the Company’s 2022 Directors’ Questionnaire for Directors and the Representation Officers and Agreement and provided 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 (y) agreed to comply with all policies, codes of conduct, confidentiality obligations and codes of ethics applicable to the Company’s directors, including the Company’s Code of ConductBusiness Conduct 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 and/or applicable New York Stock Exchange (“NYSE”) Nasdaq rules and regulations. In addition, as a condition to, and prior to, to provide such other information as reasonably requested by the appointment of the XXXX Nominee, the XXXX Nominee shall have executed and delivered to the Company an irrevocable resignation as a director of the Company in the form attached hereto as Exhibit A (the “Irrevocable Resignation Letter”), it being understood that in the event the Irrevocable Resignation Letter becomes effective pursuant to the terms thereof, it shall be in the Board’s sole discretion whether to accept or reject such resignation and effectuate the XXXX Nominee’s termination from the BoardCompany. If for any reason either of the Agreed Nominees XXXX Nominee is unable or unwilling to serve as a director of the Company, the Company and XXXX shall promptly choose a replacement Agreed Replacement Nominee (as defined below) as provided in Section 3(b) of this Agreement. Provided that each of the Agreed Nominees have XXXX Nominee has been appointed to the Board and is able and willing to continue to serve on the Board, the Company shall include each of the Agreed Nominees XXXX Nominee in the Company’s slate of recommended nominees standing for election at the 2022 Annual Meeting and shall recommend, support and solicit proxies for the election of the Agreed Nominees at the 2022 Annual Meeting in the same manner as for the Company’s other nominees at the 2022 Annual Meeting.shall

Board Nomination and Other Company Matters. (a) In accordance with the Ohio General Corporation Law, the Company’s 's Amended Articles of Incorporation and Restated Bylaws the Company's Regulations, the Company will appoint to the Company's board of directors (the “Bylaws”"board of directors") (1) as a Class II director, a senior executive of JANA designated by JANA and set forth xx SCHEDULE B herexx, (2) as a Class I director, an 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 Delaware lawset forth on SCHEDULE B hereto and (3) as a Class III director, substantially concurrently an Independent 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 (the 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 AgreementAgreement 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 (the "GOVERNANCE PRINCIPLES"), pxxxxtly after (i) in the case of the 2009 Designee referred to in clause (a)(3) of this Section, such 2009 Designee has been identified, and (ii) for all 2009 Designees, the Board condition to his or 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 (i) cause or accept enable such individual to comply with such condition reasonably promptly following the resignation date such individual is identified and agreed upon, in each case, if applicable. The size of the board of directors will be increased by one as each such appointment is made, for a total increase of three (3) current directors of the Company from the Board (the “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 belowdirectorships. As a condition to, and prior to, to each such 2009 Designee's appointment or election to the appointment Company's board of the Agreed Nominees as directors, each Agreed Nominee 2009 Designee 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 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 Conduct, 's directors and agreed 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 U.S. federal securities laws and/or or applicable New York Stock Exchange (“NYSE”) rules and regulations, information required by the Governance Principles to be submitted in connection with shareholder director nominations and such other customary information as reasonably and promptly requested by the Company with respect to Company nominees. In additionThe 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, as a condition tosubject to Section 9(d), and prior tosolely 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; 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 10% of the outstanding Shares through the date of such meeting, the appointment Company agrees to nominate the 2009 Designee who is a member of the XXXX Nominee, the XXXX Nominee shall have executed and delivered to the Company an irrevocable resignation 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 form attached hereto as Exhibit A earlier to occur of (i) the “Irrevocable Resignation Letter”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 capable of remedy; it being understood that in the event the Irrevocable Resignation Letter becomes effective pursuant any non-compliance that is not inadvertent or is intentional shall not be subject to the terms thereof, it shall be in the Board’s sole discretion whether to accept or reject such resignation five-business-day cure period) and effectuate the XXXX Nominee’s termination from the Board. If for any reason either JANA and its Affiliates and Associatex xxllectively beneficially own at least 5% of the Agreed Nominees outstanding Shares through the date of such meeting, the Company agrees to nominate the 2009 Designee who is unable or unwilling to serve a member of Class III for election as a director of the Company, the Company and XXXX shall promptly choose a replacement Agreed Nominee as provided in Section 3(b) of this Agreement. Provided that each of to use at least the Agreed Nominees have been appointed same efforts to the Board and is able and willing to continue to serve on the Board, the Company shall include each of the Agreed Nominees in the Company’s slate of recommended nominees standing for election at the 2022 Annual Meeting and shall recommend, support and solicit proxies for cause the election of the Agreed Nominees such 2010 Designee at the 2022 Annual Meeting in Company's 2010 annual meeting of shareholders as the same manner as Company uses with respect to the election or re-election of any other person nominated for election or re-election by the Company’s other nominees Company at the 2022 Annual Meetingsuch meeting.

Board Nomination and Other Company Matters. (a) In accordance with the Ohio General Corporation Law, the Company’s Amended Articles of Incorporation and Restated Bylaws the Company’s Regulations, the Company will appoint to the Company’s board of directors (the “Bylawsboard of directors”) (1) as a Class II director, a senior executive of XXXX designated by XXXX and set forth on Schedule B hereto, (2) as a Class I director, an 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 Delaware lawset forth on Schedule B hereto and (3) as a Class III director, substantially concurrently an Independent 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 (the 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 AgreementAgreement 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 (the “Governance Principles”), promptly after (i) in the case of the 2009 Designee referred to in clause (a)(3) of this Section, such 2009 Designee has been identified, and (ii) for all 2009 Designees, the Board condition to his or 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 (i) cause or accept enable such individual to comply with such condition reasonably promptly following the resignation date such individual is identified and agreed upon, in each case, if applicable. The size of the board of directors will be increased by one as each such appointment is made, for a total increase of three (3) current directors of the Company from the Board (the “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 belowdirectorships. As a condition to, and prior to, to each such 2009 Designee’s appointment or election to the appointment Company’s board of the Agreed Nominees as directors, each Agreed Nominee 2009 Designee 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 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 Conduct, directors and agreed 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 U.S. federal securities laws and/or or applicable New York Stock Exchange (“NYSE”) rules and regulations, information required by the Governance Principles to be submitted in connection with shareholder director nominations and such other customary information as reasonably and promptly requested by the Company with respect to Company nominees. In additionThe 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, as a condition tosubject to Section 9(d), and prior tosolely 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 10% of the outstanding Shares through the date of such meeting, the appointment Company agrees to nominate the 2009 Designee who is a member of the XXXX Nominee, the XXXX Nominee shall have executed and delivered to the Company an irrevocable resignation 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 form attached hereto as Exhibit A earlier to occur of (i) the “Irrevocable Resignation Letter”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 capable of remedy; it being understood that in the event the Irrevocable Resignation Letter becomes effective pursuant any non-compliance that is not inadvertent or is intentional shall not be subject to the terms thereof, it shall be in the Board’s sole discretion whether to accept or reject such resignation five-business-day cure period) and effectuate the XXXX Nominee’s termination from the Board. If for any reason either and its Affiliates and Associates collectively beneficially own at least 5% of the Agreed Nominees outstanding Shares through the date of such meeting, the Company agrees to nominate the 2009 Designee who is unable or unwilling to serve a member of Class III for election as a director of the Company, the Company and XXXX shall promptly choose a replacement Agreed Nominee as provided in Section 3(b) to use at least the same efforts to cause the election of this Agreement. Provided that each of the Agreed Nominees have been appointed to the Board and is able and willing to continue to serve on the Board, the Company shall include each of the Agreed Nominees in such 2010 Designee at the Company’s slate 2010 annual meeting of recommended nominees standing 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 the 2022 Annual Meeting and shall recommend, support and solicit proxies for the election of the Agreed Nominees at the 2022 Annual Meeting in the same manner as for the Company’s other nominees at the 2022 Annual Meetingsuch meeting.