Common use of Board Nomination Clause in Contracts

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information 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 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, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed 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 for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time. (b) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of his board tenure. (c) In addition to the New Nominee, the Board will commence a search process, promptly following the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretion.

Board Nomination. (a) In At any time that the Investor is not entitled to elect two Preferred Directors in accordance with Section 9(b) of the Certificate of Designations, but the Investor Beneficially Owns shares of Common Stock and/or Shares representing in the aggregate 5% or more of the Total Voting Power of the Company’s organizational documents and applicable law, then the Company agrees that it shall: (a) cause the Board to have at least the number of Directors of the Company vacancies (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand either by adopting a resolution increasing the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”by up to two members or otherwise as would be required for Preferred Directors in accordance with Section 9(b) to the Board to serve as a director of the CompanyCertificate of Designations, include as if the New Nominee Investor Beneficially Owned an equivalent percentage of Voting Stock in the Company’s slate form of recommended director candidates Shares entitled to separate series voting; (b) nominate for election to the Board at as part of the 2015 Annual Meetingslate of nominees recommended by the Board and use its reasonable best efforts to have elected as members of the Board: (i) two individuals designated by the Investor until the later of (A) the first anniversary of the Closing and (B) subject to Section 11.6, and solicit proxies the date on which the Investor ceases to Beneficially Own Voting Stock representing 15% or more of the Total Voting Power of the Company; or (ii) one individual designated by the Investor if the Investor Beneficially Owns Voting Stock representing, subject to Section 11.6, 5% or more but less than 15% of the Total Voting Power of the Company; (c) recommend that the Company’s stockholders vote in favor of the election persons designated for nomination by the Investor; and (d) if, for any reason, a designee of the New Nominee at Investor hereunder is not elected to the 2015 Annual Meeting and otherwise support Board by the New Nominee for election in a manner no less rigorous and favorable than the manner in which stockholders, then the Company supports its other nominees. The Stockholder Group acknowledges that as shall exercise all authority under applicable Law to cause a condition different designee of the Investor to be elected to the appointment Board. Any director so nominated and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided elected to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in Board shall constitute 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 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, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed 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 “Preferred Director” for purposes of satisfying any legal disclosure requirementsSection 11.2 hereof. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on Notwithstanding anything to the same basis as all other non-employee directors of contrary herein, under no circumstances will the Company, and shall Investor be entitled to nominate to the same rights of indemnification and directors’ and officers’ liability insurance coverage Board hereunder and/or elect as a series to the other non-employee directors Board in accordance with Section 9(b) of the Company, all as such rights may exist from time to time. (bCertificate of Designations an aggregate number of directors that exceeds the maximum number of directors that otherwise would be permitted in accordance with Section 9(b) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised Certificate of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of his board tenureDesignations. (c) In addition to the New Nominee, the Board will commence a search process, promptly following the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretion.

Board Nomination. (a) In accordance Simultaneously with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the Company shall appoint the Potomac Designees to the Board, by increasing the size of the Board to nine (9) members and appoint R. Xxxxxxx Xxxxxx filling the vacancy thereby created with the Potomac Designees. (b) So long as the “New Nominee”members of the Potomac Group collectively beneficially own, in the aggregate, at least five percent (5.0%) of the currently outstanding Common Stock, the Nominating Committee of the Board and the Board will nominate, recommend, and support the Potomac Designees for election at the Company’s 2014 annual meeting of stockholders of the Company in the same manner as the Board has supported its nominees up for election at prior annual meetings of stockholders at which the election of directors was uncontested. The Company agrees to solicit proxies for the Potomac Designees and include the Potomac Designees in its slate of nominees for election as directors of the Company at such meeting. The Board anticipates holding the 2014 annual meeting of stockholders within thirty (30) days of May 21, 2014. (c) As a condition to the Board to serve Potomac Designees’ nomination for election at the Company’s 2014 annual meeting of stockholders and any subsequent nomination for election as a director of the Company, include the New Nominee in Potomac Group and the Company’s slate of recommended director candidates for election Potomac Designees agree to provide to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for directors, candidates for directors directors, and directors their affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and similar documents under the securities laws other criteria applicable to the Company and/or the rules directors or satisfying compliance and regulations legal obligations, as well as compensation information of the stock exchange(sPotomac Designees and any special arrangements (compensatory or otherwise) on which between a Potomac Designee and members of the Potomac Group or any other significant stockholders of the Company’s Shares are listed , and such other customary information as reasonably requested by the Company from time to time with respect to the Potomac Group and the Potomac Designees. (d) Each of the Potomac Designees agrees that, at all times while serving as a member of the Board, he will (i) meet all director independence and other director candidates standards of the Company, The NASDAQ Stock Market (“NASDAQ”) and directorsthe Securities and Exchange Commission (“SEC”) and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including Rule 10A-3; (ii) be qualified to serve as a director under the Delaware General Corporation Law (the “DGCL”); and (iii) keep the Company’s Lead Director and Chair of the Nominating Committee of the Board informed regarding any compensatory or other arrangements relating to the items covered under Section 2 hereof (in the case of a significant stockholder, with such significant stockholder substituted for the members of the Potomac Group therein) between a Potomac Designee and members of the Potomac Group or any other significant stockholders of the Company, including any changes thereto; (clauses (i), (ii) and (iii), the “Conditions”). Each Potomac Designee will promptly advise the Nominating Committee if he ceases to satisfy any of the Conditions. (e) Except as otherwise set forth in this Section 1(e), each Potomac Designee shall (i) comply with all policies, codes procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s Code of conductBusiness Conduct and Ethics, confidentiality obligations Xxxxxxx Xxxxxxx and Communications Policy, Anti-Corruption Policy, Board Confidentiality Policy, Board Strategic Communications Policy and Corporate Governance Guidelines and (ii) act in a manner consistent with his fiduciary duties. As is the policy for all Board members, each Potomac Designee agrees to attend in person, absent exceptional circumstances that reasonably preclude such attendance, each regularly scheduled meeting of the Board. Each member of the Potomac Group agrees that it will not seek to obtain confidential information of the Company from any Potomac Designee; provided that Xx. Xxxxxx’x receipt of information in his fiduciary capacity as a director of the Company will not be deemed to violate such restrictions, so long as such information is only used by him in his capacity as a director to fulfill his fiduciary duties; provided further that, notwithstanding the foregoing, a Potomac Designee that is an employee or affiliate of the Potomac Group may discuss confidential information in accordance with and subject to the terms of the Non-Disclosure Agreement in the form attached hereto as Exhibit A (the “Confidentiality Agreement”), after the Confidentiality Agreement has been mutually executed and delivered by each member of the Potomac Group concurrently with this Agreement; it being understood that a breach (including agreeing any derivative obligation) thereof by any direct or indirect recipient of confidential information provided directly or indirectly a Potomac Designee, shall be deemed a breach by such Potomac Designee. Each member of the Potomac Group further agrees that it will not use any confidential information of the Company obtained from a Potomac Designee for its own benefit or for any other purpose. Nothing in this Agreement shall be deemed to preserve (i) permit any Potomac Designee the confidentiality right to provide any company books and records, board materials, stockholder lists or any other nonpublic materials to any member of the Potomac Group or any other person or (ii) require the Company, any Company business and informationrepresentative or a Potomac Designee to disclose any confidential information or materials to any party, including discussions any member of matters considered the Potomac Group. (f) So long as the members of the Potomac Group collectively beneficially own, in meetings the aggregate, at least five percent (5.0%) of the currently outstanding Common Stock, if, during the Covered Period, a Potomac Designee is unable to serve on the Board for any reason (other than breach of any material condition or material obligation hereunder by the Potomac Group or the Potomac Designees), then the Potomac Group shall have the right to recommend a substitute person(s) who (i) meets the conditions set forth in clauses (c) and (d) above, (ii) meets the historical standards and criteria applied by the Company in nominating and appointing directors, and (iii) signs a counterpart signature page to this Agreement, to fill the resulting vacancy or vacancies, subject to the approval of the Board or Board committees or otherwise among directors and/or managementacting in good faith, which approval shall not be unreasonably withheld (any such replacement nominee(s) appointed in accordance with this clause (f) shall hereinafter be deemed a “Potomac Designee” under this Agreement), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed 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 for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time. (bg) The New Nominee shall be invited Company agrees to be a member reduce the number of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised authorized members of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of his board tenure. (c) In addition to the New Nominee, the Board will commence a search process, promptly to seven (7) directors effective immediately following the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s 2014 annual meeting of stockholders in 2016 must and thereafter, the size of the Board shall be submitted pursuant fixed at seven (7) directors through the Covered Period. (h) Each Potomac Designee shall promptly offer to resign from the Board (and, if requested by the Company, promptly deliver his written resignation to the Company’s bylaws Board (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement which shall provide for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms his immediate resignation) it being understood that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretiondiscretion whether to accept or reject such resignation) if: (i) members of the Potomac Group, collectively, cease to beneficially own at least five percent (5.0%) of the Company’s currently outstanding Common Stock; (ii) a member of the Potomac Group or a Potomac Designee ceases to satisfy in all material respects the conditions set forth in clauses (c) through (e) above, as applicable, and such failure has not been cured within ten (10) days of receiving notice from the Company of the failure; (iii) a member of the Potomac Group or a Potomac Designee otherwise ceases to comply or breaches the Confidentiality Agreement or any material provision of this Agreement and such failure to comply or breach has not been cured within ten (10) days of receiving notice from the Company of the failure or breach; or (iv) Xx. Xxxxxx (or any subsequent Potomac Designee that at the time of appointment or election to the Board is an employee of the Potomac Group) is no longer affiliated with the Potomac Group for any reason. The Potomac Group agrees to cause a Potomac Designee to resign from the Board if such Potomac Designee fails to resign if and when requested pursuant to this clause (h). In the event any Potomac Designee is required to resign as a result of clause (i) or (iii) above, the Company shall have the right to terminate this Agreement and the obligations of all parties hereto shall terminate immediately pursuant to Section 5 hereto. In the event any Potomac Designee is required to resign as a result of clause (ii) or (iv) above, the Potomac Group shall have the right to recommend a replacement director pursuant to the terms set forth in Section 1(f) above.

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the The Company agrees that to add the ValueAct Designee to the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following contemporaneously with the execution of this Agreement, expand Agreement by increasing the size of the Board and appoint R. Xxxxxxx Xxxxxx a vacancy thereby created with the ValueAct Designee. (b) The Company agrees to include the “New Nominee”ValueAct Designee in its slate of nominees for election as directors of the Company at the Company’s next annual meeting of stockholders. (c) As a condition to the ValueAct Designee’s appointment to the Board to serve and any subsequent nomination for election as a director of the Company, include the New Nominee in ValueAct Group, including the Company’s slate of recommended director candidates for election ValueAct Designee, agrees to provide to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for directors, candidates for directors directors, and directors their affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and similar documents under the securities laws other criteria applicable to the Company and/or the rules directors or satisfying compliance and regulations of the stock exchange(s) on which the Company’s Shares are listed legal obligations, and such other customary information as reasonably requested by the Company from time to time with respect to the ValueAct Group and the ValueAct Designee. (d) The ValueAct Designee agrees that, at all times while serving as a member of the Board, he will (i) meet all director independence and other director candidates standards of the Company, the New York Stock Exchange (“NYSE”) and directorsthe Securities and Exchange Commission (“SEC”) and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including Rule 10A-3; and (ii) be qualified to serve as a director under the Delaware General Corporation Law (the “DGCL”); (clauses (i), and (ii), the “Conditions”). The ValueAct Designee will promptly advise the Governance Committee if he ceases to satisfy any of the Conditions. (e) At all times while serving as a member of the Board, the ValueAct Designee shall comply with all policies, codes procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s Standards of conductBusiness Conduct, confidentiality obligations (including agreeing to Anti-Corruption Policy, Communications and Fair Disclosure Policy, Policy Regarding Transactions with Interested Parties, Equity Award Policy, Securities Trading Policy and Corporate Governance Guidelines, and preserve the confidentiality of Company business and information, including discussions of or matters considered in meetings of the Board or Board committees to the extent not disclosed publicly by the Company. (f) So long as the ValueAct Group collectively beneficially owns, in the aggregate, at least 7.5% of the outstanding Common Stock, if, during the Covered Period, (i) a vacancy on the Board is created as a result of the ValueAct Designee’s death, resignation, disqualification or otherwise among directors and/or management)removal, securities trading policiesincluding as a result of the ValueAct Designee’s resignation pursuant to Section 1(g) hereto, director qualification requirements and codes or (ii) the nomination of ethics generally applicable to all of the ValueAct Designee at the Company’s non-management directors (each as provided to 2013 annual meeting of stockholders is withdrawn for any reason, then the Stockholder ValueAct Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or (acting through the rules Board) shall work together in good faith to fill such vacancy or replace such nominee with an individual who (A) meets the conditions set forth in clauses (c)-(d) above, (B) meets the historical standards and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested criteria applied by the Company for purposes in nominating and appointing directors, and (C) is otherwise mutually acceptable (in each of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director their sole discretion) to the ValueAct Group and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and thereafter such individual shall serve and/or be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage nominated as the “ValueAct Designee” under this Agreement. (g) The Company’s obligations hereunder (other non-employee directors than the requirement to work together in good faith pursuant to Section 1(f) above with respect to resignation of the ValueAct Designee as a result of clauses (ii), (iii) and (iv) below,) shall terminate immediately, and the ValueAct Designee shall promptly offer to resign from the Board (and, if requested by the Company, all as such rights may exist from time to time. (b) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of promptly deliver his board tenure. (c) In addition written resignation to the New Nominee, the Board will commence a search process, promptly following the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date (which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement shall provide for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms his immediate resignation) it being understood that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretiondiscretion whether to accept or reject such resignation) if: (i) members of the ValueAct Group, collectively, cease to beneficially own at least 7.5% of the Company’s outstanding Common Stock; (ii) the ValueAct Designee ceases to satisfy the conditions set forth in clauses (c)-(e) above; (iii) a member of the ValueAct Group, including the ValueAct Designee, otherwise ceases to comply or breaches any of the terms of this Agreement; or (iv) the employment of the ValueAct Designee with the ValueAct Group is terminated for any reason. The ValueAct Group agrees to cause the ValueAct Designee to resign from the Board if the ValueAct Designee fails to resign if and when requested pursuant to this clause (g). (h) The percentage thresholds set forth in clauses (f) and (g) above shall not be deemed unsatisfied to the extent a failure to maintain the specified ownership thresholds is the result of share issuances or similar Company actions that increase the number of outstanding shares of Common Stock.

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board by one and appoint R. Xxxxxxx Xxxxxx Xxxxx Xxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 2016 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 2016 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to that, in connection with the appointment and nomination of the New Nominee, such New Nominee shall (i) have has completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter letter, a customary background check and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have has agreed to provide the information 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 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, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed 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 for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time. (b) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Millet, Xxxxxx Xxxx and Xxxxx X. X. X’XxxxR. Xxxxxxx Xxxxxx, and will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of his board tenure. (c) In addition to the New Nominee, the Board will commence a search process, promptly following the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretion.

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the a. The Company agrees that to request the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board of Directors of the Company (the “Board”) willto recommend, no later than five (5) business days following the execution of this Agreementduring its February 2015 meeting, expand the size of that the Board and appoint R. Xxxxxxx Xxxxxx approve including D. Xxxx Xxxxxxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates nominee for election to the Board on the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the 2015 annual meeting of stockholders of the Company (the “2015 Annual Meeting”). If the Nominating Committee makes that recommendation, then the Company agrees to request that the Board approve, during its February 2015 meeting, including Nominee as a nominee for election to the Board on the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the 2015 Annual Meeting. If the Board approves so including Nominee, then the Company agrees to so include Nominee as such a nominee. The remaining provisions of this Agreement are conditioned on Nominee being nominated by the Board for election, and Nominee being elected to the Board, at the 2015 Annual Meeting. b. Until the Termination Date (as defined below), the Investor Group agrees that it shall not submit any nominations for election to the Board or stockholder proposals (whether made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise) at the 2015 Annual Meeting or any subsequent annual or special meeting of stockholders of the Company. c. Until the Termination Date, each member of the Investor Group shall cause all Voting Securities (as defined below) (whether held of record or beneficially) that it is entitled to vote at each annual and solicit proxies special meeting of stockholders of the Company (i) to be present for quorum purposes, (ii) to be voted in favor of the election of each of the New Nominee nominees on the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card for such meeting, including the individuals nominated by the Board to stand for election at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which or any subsequent annual or special meeting of stockholders of the Company supports its other nominees. The Stockholder Group acknowledges that as a condition at which directors are to be elected, and (iii) subject to the appointment and nomination fiduciary duties of the New Nominee, such New Nominee shall (i) have completed and executed each member of the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided Investor Group to the Stockholder Group prior to investors in the date hereof) and (ii) have agreed to provide the information that is required Investor Group’s funds, to be or is customarily disclosed for candidates for directors and directors voted in accordance with the Board’s recommendation with respect to all other matters subject to a proxy statement and similar documents under the securities laws applicable to vote of stockholders of the Company and/or at the rules and regulations 2015 Annual Meeting or any subsequent annual or special meeting 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 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, director qualification requirements and codes of ethics generally applicable to all stockholders of the Company. d. During Nominee’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed 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 for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time. (b) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced , Nominee shall at all times receive the same compensation, reimbursements and other benefits provided by the Company to any other non-management member of the Board in the Company’s March 13same position as Nominee and shall have the benefit of the same D&O insurance coverage, 2015indemnification and expense advancement provisions, press release regarding its new capital plans. The Capital Committee, which is comprised indemnity agreements and any other similar agreements that at any time exist or are entered into in favor of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all any other Board Committees as a non-voting observer during the first year of his board tenure. (c) In addition to the New Nominee, the Board will commence a search process, promptly following the Company’s June 2015 annual meeting of stockholders, to add an additional management director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at in his or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement for any retiring or resigning director, her capacity as determined by the Board. In connection with the foregoing, the Board hereby confirms that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretionsuch.

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the The Company agrees that (i) to add the ValueAct Designee to the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following contemporaneously with the execution of this Agreement, expand Agreement by increasing the size of the Board to thirteen (13) members and filling the vacancy thereby created with the ValueAct Designee and (ii) to appoint R. Xxxxxxx Xxxxxx the ValueAct Designee to serve as a member of the Executive Compensation Committee of the Board and other Committees of the Board as agreed by the Board and the ValueAct Designee. (b) The Company agrees to include the “New Nominee”ValueAct Designee in its slate of nominees for election as directors of the Company at the Company’s next annual meeting of stockholders. (c) As a condition to the ValueAct Designee’s appointment to the Board to serve and any subsequent nomination for election as a director of the Company, include the New Nominee in ValueAct Group, including the Company’s slate of recommended director candidates for election ValueAct Designee, agrees to provide to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for directors, candidates for directors directors, and directors their affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and similar documents under the securities laws other criteria applicable to the Company and/or the rules directors or satisfying compliance and regulations of the stock exchange(s) on which the Company’s Shares are listed legal obligations, and such other customary information as reasonably requested by the Company from time to time with respect to the ValueAct Group and the ValueAct Designee. (d) The ValueAct Designee agrees that, at all times while serving as a member of the Board, he will (i) meet all director independence and other director candidates standards of the Company, The NASDAQ Stock Market (“NASDAQ”) and directorsthe Securities and Exchange Commission (“SEC”) and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including Rule 10A-3; and (ii) be qualified to serve as a director under the Delaware General Corporation Law (the “DGCL”); (clauses (i), and (ii), the “Conditions”). The ValueAct Designee will promptly advise the Nominating Committee if he ceases to satisfy any of the Conditions. (e) At all times while serving as a member of the Board, the ValueAct Designee shall comply with all policies, codes procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s Code of conductBusiness Conduct, confidentiality obligations Xxxxxxx Xxxxxxx Policy, Stock Ownership Guidelines and Corporate Governance Guidelines, and (including agreeing to except as permitted by the Confidentiality Agreement (as defined below)) preserve the confidentiality of Company business and information, including discussions of or matters considered in meetings of the Board or Board committees to the extent not disclosed publicly by the Company. (f) So long as the ValueAct Group collectively beneficially owns, in the aggregate, at least 5.0% of the outstanding Common Stock, if, during the Covered Period, (i) a vacancy on the Board is created as a result of the ValueAct Designee’s death, resignation, disqualification or otherwise among directors and/or management)removal, securities trading policiesincluding as a result of the ValueAct Designee’s resignation pursuant to Section 1(g) hereto, director qualification requirements and codes or (ii) the nomination of ethics generally applicable to all of the ValueAct Designee at the Company’s non-management directors (each as provided to 2013 annual meeting of stockholders is withdrawn for any reason, then the Stockholder ValueAct Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or (acting through the rules Board) shall work together in good faith to fill such vacancy or replace such nominee with an individual who (A) meets the conditions set forth in clauses (c)-(d) above, (B) meets the historical standards and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested criteria applied by the Company for purposes in nominating and appointing directors, and (C) is otherwise mutually acceptable (in each of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director their sole discretion) to the ValueAct Group and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and thereafter such individual shall serve and/or be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage nominated as the “ValueAct Designee” under this Agreement. (g) The Company’s obligations hereunder (other non-employee directors than the requirement to work together in good faith pursuant to Section 1(f) above with respect to resignation of the ValueAct Designee as a result of clauses (ii), (iii) and (iv) below,) shall terminate immediately, and the ValueAct Designee shall promptly offer to resign from the Board (and, if requested by the Company, all as such rights may exist from time to time. (b) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of promptly deliver his board tenure. (c) In addition written resignation to the New Nominee, the Board will commence a search process, promptly following the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date (which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement shall provide for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms his immediate resignation) it being understood that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretiondiscretion whether to accept or reject such resignation) if: (i) members of the ValueAct Group, collectively, cease to beneficially own at least 5.0% of the Company’s outstanding Common Stock; (ii) the ValueAct Designee ceases to satisfy the conditions set forth in clauses (c)-(e) above; (iii) a member of the ValueAct Group, including the ValueAct Designee, otherwise ceases to comply or breaches any of the terms of this Agreement or the Confidentiality Agreement; or (iv) the employment of the ValueAct Designee with the ValueAct Group is terminated for any reason. The ValueAct Group agrees to cause the ValueAct Designee to resign from the Board if the ValueAct Designee fails to resign if and when requested pursuant to this clause (g). (h) The percentage thresholds set forth in clauses (f) and (g) above shall not be deemed unsatisfied to the extent a failure to maintain the specified ownership thresholds is the result of share issuances or similar Company actions that increase the number of outstanding shares of Common Stock.

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, (i) expand the size of the Board to twelve (12) members and appoint R. Xxxxxxx Xxxxxx X. Xxxxxxxx (the “New Nominee”) to the Board to serve as a director of the Company as a member of the class of directors whose terms expire at the Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) (it being understood that immediately following the 2016 Annual Meeting (upon which the resignations of Xxxxxx X. Xxxxxx and Major General Xxxx X. XxXxxx, USA (Xxx.) from the Board shall become effective), the number of directors constituting the whole Board shall be set at ten (10)), (ii) include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 2016 Annual Meeting, and (iii) solicit proxies in favor of the election of the New Nominee at the 2015 2016 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees, and (iv) obtain the consent of Xxxxx X. Xxxx, currently a member of the class of directors whose term expires at the 2016 Annual Meeting, to serve as a member of the class of directors whose terms expire at the Company’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) (a “Class II Director”) and take all other necessary actions to cause Xx. The Stockholder Group Xxxx to serve as a Class II Director. Voce acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (ix) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter letter, a customary background check and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group Voce prior to the date hereof) and (iiy) have agreed to provide the information 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(sNASDAQ Global Select Market (“NASDAQ”) 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 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, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group Voce prior to the date hereof). Each of the Stockholders Voce also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed 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 NASDAQ and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. . (b) The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time. (bc) The New Nominee shall be invited to be a member of the Board’s newly established Capital Finance and Strategic Planning Committee referenced in of the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised Board and such other committee as the Nominating and Governance Committee of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx the Board and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of his board tenuremay determine. (cd) In addition to During the New NomineeStandstill Period, the Board will commence a search process, promptly following Company agrees that it shall take no action to increase the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A size of the New York Stock Exchange’s Listed Board from and after the 2016 Annual Meeting above ten (10) directors; provided that the Company Manual not later than shall be permitted to increase the date which size of the Board if such increase is 30 days prior to the last day on which notice of undertaken for a stockholder’s intent to make director nominations at or bring other legitimate business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws purpose (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement for any retiring or resigning director, as reasonably determined by the Board. In ) (x) in connection with a merger, acquisition or other extraordinary business transaction involving the foregoingCompany and a third party, or (y) temporarily to facilitate the Board hereby confirms that it will confer retirement or resignation of any incumbent director and the replacement thereof with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretiona new director.

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, will (a) no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx Cxxxxxx X. Xxxxx (the “New Nominee”) to the Board to serve as a Company director of the Company, include and (b) nominate the New Nominee for election as a Company director at the Company’s first annual general meeting of shareholders following the date hereof (the “Next Annual Meeting”) (other than in the case of the refusal or inability of the New Nominee to serve), together with the other persons included in the Company’s slate of recommended director candidates nominees for election to the Board as directors at the 2015 Next Annual Meeting, and solicit proxies in favor of . The Blue Harbour Parties have informed the election of Company that the New Nominee at the 2015 Annual Meeting is not affiliated with, and otherwise support the New Nominee for election in a manner has no less rigorous and favorable than the manner in which pre-existing or prior business relationship with, the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to or the appointment and nomination of the New NomineeBlue Harbour Parties; nonetheless, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information 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 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, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also Blue Harbour Party agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed 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 is reasonably requested by the Company for purposes of satisfying any legal disclosure requirementsCompany. The Company agrees that (x) the Board will recommend that the shareholders of the Company vote to elect the New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, Company at the Next Annual Meeting and (y) the Company shall be entitled use reasonable efforts (which shall include the solicitation of proxies) to obtain the same rights election of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time. (b) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited at the Next Annual Meeting not less than the efforts used by the Company to attend meetings obtain the election of all any other Board Committees independent director nominee nominated by it to serve as a non-voting observer during the first year of his board tenure. (c) In addition to the New Nominee, director on the Board will commence a search process, promptly following at the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretionNext Annual Meeting.

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, (i) expand the size of the Board to seven (7) members, if necessary, and appoint R. Xxxxxxx Xxxxxx X. Xxxxxxxx (the “New NomineeDirector”) to the Board to serve as a director of the Company until the Company’s 2018 Annual Meeting of Stockholders, scheduled to be held on December 1, 2017 (the “2018 Annual Meeting”), (ii) include the New Nominee Director in the Company’s slate of recommended director candidates for election to the Board at the 2015 2018 Annual Meeting, and (iii) solicit proxies in favor of the election of the New Nominee Director at the 2015 2018 Annual Meeting and otherwise support the New Nominee Director for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group Voce acknowledges that as a condition to the appointment and nomination of the New NomineeDirector, such New Nominee Director shall have (ix) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information 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(sNasdaq Global Select Market (“Nasdaq”) 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 (y) 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, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof)directors. Each of the Stockholders Voce also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed 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 Nasdaq and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. . (b) The New Nominee Director shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time. (bc) Concurrent with the Board’s appointment of the New Director to the Board, the Board shall take all necessary actions to establish a Strategic Alternatives Committee comprised of three (3) independent directors, which committee shall explore strategic alternatives for the Company. The New Nominee Director shall be invited to be a member of the Board’s newly established Capital Strategic Alternatives Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited upon appointment to attend meetings of all other Board Committees as a non-voting observer during the first year of his board tenure. (c) In addition to the New Nominee, the Board will commence a search process, promptly following the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement for any retiring or resigning director, as determined by the Board. In connection with A copy of the foregoing, mutually acceptable form of Delegation of Authority to the Board hereby confirms that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) Strategic Alternatives Committee has been provided by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretionCompany to Voce.

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, will (a) no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx X. Xxxxx (the “New Nominee”) to the Board to serve as a Company director of the Company, include and (b) nominate the New Nominee for election as a Company director at the Company’s first annual general meeting of shareholders following the date hereof (the “Next Annual Meeting”) (other than in the case of the refusal or inability of the New Nominee to serve), together with the other persons included in the Company’s slate of recommended director candidates nominees for election to the Board as directors at the 2015 Next Annual Meeting, and solicit proxies in favor of . The Blue Harbour Parties have informed the election of Company that the New Nominee at the 2015 Annual Meeting is not affiliated with, and otherwise support the New Nominee for election in a manner has no less rigorous and favorable than the manner in which pre-existing or prior business relationship with, the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to or the appointment and nomination of the New NomineeBlue Harbour Parties; nonetheless, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information 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 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, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also Blue Harbour Party agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed 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 is reasonably requested by the Company for purposes of satisfying any legal disclosure requirementsCompany. The Company agrees that (x) the Board will recommend that the shareholders of the Company vote to elect the New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, Company at the Next Annual Meeting and (y) the Company shall be entitled use reasonable efforts (which shall include the solicitation of proxies) to obtain the same rights election of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time. (b) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited at the Next Annual Meeting not less than the efforts used by the Company to attend meetings obtain the election of all any other Board Committees independent director nominee nominated by it to serve as a non-voting observer during the first year of his board tenure. (c) In addition to the New Nominee, director on the Board will commence a search process, promptly following at the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretionNext Annual Meeting.

Board Nomination. (a) In accordance Prior to the execution of this Agreement, the Company (i) has determined the BRAM Designee to be in compliance with all Company Polices (as defined below) necessary to serve as a director on the Board except for the Company’s organizational documents and applicable lawoverboarding policy, for which the Company agrees that will expressly waive the BRAM Designee’s compliance pursuant to Section 1(d) of this Agreement and (ii) will take the necessary action to appoint the BRAM Designee to the Board of Directors of the Company (the “Board”) will, no later than five (5) three business days following the execution of this Agreement, expand with the size BRAM Designee to stand as part of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates nominees for election to as directors of the Board Company at the 2015 2022 Annual MeetingMeeting and, in connection therewith, the Company shall list the BRAM Designee in the proxy statement and solicit proxies proxy card prepared, filed and delivered in connection with such meeting and recommend that the Company’s stockholders vote in favor of the election of the New Nominee at the 2015 Annual Meeting BRAM Designee and otherwise support the New Nominee for election BRAM Designee in a manner no less rigorous and favorable in the aggregate than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as . (b) As a condition to the BRAM Designee’s appointment to the Board and nomination for election as a director of the New Nominee, such New Nominee shall (i) have completed and executed Company at the Company’s Director Questionnaire2022 Annual Meeting, BRAM shall, and shall cause the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided BRAM Designee to, promptly provide to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the Company information that is required to be or is customarily disclosed for directors and candidates for directors and directors directors, in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, and similar documents under the securities laws information in connection with assessing eligibility, independence and other criteria applicable to the Company and/or the rules directors or with satisfying compliance and regulations of the stock exchange(s) on which the Company’s Shares are listed legal obligations, and such other customary information as reasonably requested by the Company from time to time, including such information as is necessary or appropriate for the Company or its agents to perform a background check in the manner generally performed for non-management directors of the Company, including an executed consent to such background check. (c) BRAM agrees that at all times while the BRAM Designee is serving as a member of the Board he will (i) meet all director independence and other director candidates and directorsstandards of the Company, of applicable stock exchange listing standards, and of the Securities and Exchange Commission (“SEC”), and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including Rule 10a-3; and (ii) be qualified to serve as a director under the Delaware General Corporation Law (the “DGCL”). BRAM will promptly advise the Governance and Nominating Committee if, to BRAM’s knowledge, the BRAM Designee ceases to satisfy any of the conditions in the preceding sentence. (d) At all times while the BRAM Designee serves as a member of the Board, the BRAM Designee shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s codes of ethics and conduct, confidentiality obligations xxxxxxx xxxxxxx policy, anti-hedging policies, Regulation FD-related policies, conflict of interest policies, corporate governance guidelines and other compliance policies that are generally applicable to all Board members (including agreeing the “Company Policies”) and, subject to the terms of the Confidentiality Agreement (defined below), preserve the confidentiality of Company business business, deliberations and information, including materials, discussions of or matters considered in connection with meetings of the Board or Board committees to the same extent such confidentiality is required of other directors; provided, however, that the Company expressly waives the BRAM Designee’s compliance with the Company’s overboarding policy with respect to the number of public company boards the BRAM Designee may serve on for as long as the BRAM Designee is a member of the Board. The Company represents and warrants that the applicable Company Policies have been provided to the BRAM Designee, BRAM, and its counsel (other than policies that are trade, compliance or business related policies that are otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group directors) prior to the date hereof). Each . (e) If the BRAM Designee is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for any reason prior to the expiration of the Stockholders also agrees Covered Period (defined below) and at such time BRAM has aggregate beneficial ownership of the shares of Common Stock equivalent to provide upon request such information about itself and its Affiliates and Associates at least fifty percent (50%) of the beneficial ownership of the shares of Common Stock beneficially owned by BRAM as is required to be or is customarily disclosed in a proxy statement and similar documents under of the securities laws applicable to date of this Agreement, the Company and/or and BRAM shall cooperate to identify and mutually agree upon a substitute director (the rules “Replacement Director”), which such director shall be approved by the Governance and regulations Nominating Committee. The Board and all applicable committees thereof shall take (or shall have taken) such actions as are necessary to appoint the Replacement Director to serve as a director of the stock exchange(s) Company and as a member of each committee on which the BRAM Designee served for the remainder of the BRAM Designee’s term. Effective upon the appointment of the Replacement Director to the Board, such Replacement Director will be considered the BRAM Designee for all purposes of this Agreement from and after such appointment. (f) The Company’s Shares are listed obligations hereunder shall terminate, and such other customary information as reasonably the BRAM Designee shall promptly offer to resign from the Board (and, if requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee Company, promptly deliver his written resignation to the Board (which shall be compensated provide for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time. (bimmediate resignation) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of his board tenure. (c) In addition to the New Nominee, the Board will commence a search process, promptly following the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms it being understood that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretiondiscretion whether to accept or reject such resignation) if (i) BRAM ceases to beneficially own at least 1.50% of the Company’s outstanding Common Stock or (ii) there has been a final non-appealable judicial determination that BRAM has materially breached any of the terms of this Agreement (including materially breaching or ceasing to satisfy the conditions set forth in clauses 1(b), 1(c) or 1(d) above), and in any case has failed to cure any such breach (if curable) within twenty (20) days of receipt of written notice from the Company of such determination (each, a “Triggering Event”). BRAM agrees to cause the BRAM Designee to resign from the Board if the BRAM Designee fails to resign if and when requested by the Company upon the occurrence of a Triggering Event, represents and warrants that it has the power to cause such resignation and that the BRAM Designee has agreed to resign (and that he would not be entitled to continued board service if such resignation is accepted by the Board) in such circumstances and further agrees that the Board may treat the BRAM Designee as not validly on the Board in the event of a Triggering Event where the BRAM Designee fails to resign or BRAM fails to cause his resignation in accordance with this clause (f). BRAM will apprise the Company promptly upon the occurrence of any known Triggering Event. All equity awards that remain deferred or unvested upon the BRAM Designee’s resignation from the Board in connection with a Triggering Event shall be deemed forfeited by the BRAM Designee. (g) Without limiting the applicability of clause (d) above or the Company’s application of such items to the BRAM Designee, until the earlier of (i) the occurrence of a Triggering Event or (ii) expiration of the Covered Period, the Company will not alter its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) or Amended and Restated Bylaws or alter or adopt any of the Company’s policies, procedures, processes, codes, rules, standards and guidelines in any manner which would disqualify the BRAM Designee from serving as a member of the Board or would materially interfere with his ability to participate in Board matters (other than adopting any retirement age, overboarding policy or similar policy of general applicability to all directors that is consistent with the policies of at least 50% of the S&P 500, Institutional Shareholder Services and Glass Lewis and is not intended to disqualify the BRAM Designee).

Board Nomination. (a) In At any time that the Permitted Holders are not entitled to elect Preferred Directors in accordance with Section 10(b) of the Statement of Designations, but the Permitted Holders hold shares of Common Stock and/or Shares representing 7% or more of the Voting Stock of the Company’s organizational documents and applicable law, then the Company agrees that it shall: (a) cause the Board to have at least the number of Directors of the Company vacancies (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand either by adopting a resolution increasing the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”by up to two members or otherwise) to the Board to serve as a director would be required for Preferred Directors in accordance with Section 10(b) of the CompanyStatement of Designations, include as if the New Nominee Permitted Holders held an equivalent percentage of Voting Stock in the Company’s slate form of recommended director candidates Shares entitled to separate series voting; (b) nominate for election to the Board at up to two individuals designated by the 2015 Annual Meeting, and solicit proxies Permitted Holders (if the Permitted Holders hold shares of Common Stock and/or Shares representing 10% or more of the Voting Stock of the Company) or one individual designated by the Permitted Holders (if the Permitted Holders hold shares of Common Stock and/or Shares representing 7% or more but less than 10% of the Voting Stock of the Company); and (c) recommend that the Company’s shareholders vote in favor of the election of the New Nominee at the 2015 Annual Meeting and persons designated for nomination by Permitted Holders; provided, in any such case, that unless otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed approved by the Company’s Director QuestionnaireNominating Committee, the Company’s board nominee representation letter and in order for a person to qualify to serve as a Preferred Director, such other materials person shall be a partner of Xxxxxxx Xxxxx & Partners, L.P. as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) . Any director so nominated and (ii) have agreed to provide the information 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 elected 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 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, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in shall constitute 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 “Preferred Director” for purposes of satisfying any legal disclosure requirementsSection 11.2 hereof. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on Notwithstanding anything to the same basis as all other non-employee directors of contrary herein, under no circumstances will the Company, and shall Permitted Holders be entitled to nominate to the same rights of indemnification and directors’ and officers’ liability insurance coverage Board hereunder and/or elect as a series to the other non-employee directors Board in accordance with Section 10(b) of the Company, all as such rights may exist from time to time. (bStatement of Designations an aggregate number of directors that exceeds the maximum number of directors that otherwise would be permitted in accordance with Section 10(b) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised Statement of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of his board tenureDesignations. (c) In addition to the New Nominee, the Board will commence a search process, promptly following the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretion.

Board Nomination. (a) In accordance with Subject to the satisfactory completion of the Company’s organizational documents and applicable lawcustomary background check, the Company agrees that Board shall appoint the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to the Board ValueAct Designee to serve as a director beginning within ten (10) calendar days following receipt of the CompanyValueAct Group’s written request to the Company to have the ValueAct Designee appointed to the Board; provided that, at such time, the Board does not conclude in good faith and based on the written opinion of outside legal counsel that such appointment would constitute a breach of the directors’ fiduciary duties. If the ValueAct Designee is appointed to the Board pursuant to this Section 1(a), the Company shall include the New Nominee in ValueAct Designee as a Class I Director, which term expires at the Company’s slate 2016 annual meeting of recommended director candidates for election to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as stockholders. (b) As a condition to the ValueAct Designee’s appointment and nomination of to the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director QuestionnaireBoard, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided ValueAct Group, including the ValueAct Designee, agrees to provide to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the Company information that is required to be or is customarily disclosed for directors, candidates for directors directors, and directors their affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and similar documents under the securities laws other criteria applicable to the Company and/or the rules directors or satisfying compliance and regulations of the stock exchange(s) on which the Company’s Shares are listed legal obligations, and such other customary information as reasonably requested by the Company from time to time with respect to the ValueAct Group and the ValueAct Designee. (c) The ValueAct Designee agrees that, at all times while serving as a member of the Board, he will (i) meet all director independence and other director candidates standards of the Company, the New York Stock Exchange and directorsthe Securities and Exchange Commission (“SEC”) and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including Rule 10A-3; and (ii) be qualified to serve as a director under the Delaware General Corporation Law (the “DGCL”) (clauses (i) and (ii), the “Conditions”). The ValueAct Designee will promptly advise the Nominating Committee if he ceases to satisfy any of the Conditions. (d) At all times while serving as a member of the Board, the ValueAct Designee shall comply with all policies, codes procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s Code of conductBusiness Conduct, confidentiality obligations Xxxxxxx Xxxxxxx Policy, Executive Stock Ownership Policy as in effect on the date hereof, and Corporate Governance Guidelines, and (including agreeing to except as permitted by the Confidentiality Agreement (as defined in Section 7 below)) preserve the confidentiality of Company business and information, including discussions of or matters considered in meetings of the Board or Board committees or otherwise among directors and/or management)to the extent not disclosed publicly by the Company. (e) So long as the ValueAct Group collectively beneficially owns, securities trading policiesin the aggregate, director qualification requirements and codes of ethics generally applicable to all at least 7.5% of the Company’s non-management directors (each outstanding Common Stock, if, during the Covered Period, a vacancy on the Board is created as provided to the Stockholder Group prior to the date hereof). Each a result of the Stockholders also agrees to provide upon request such information about itself ValueAct Designee’s death, resignation, disqualification or removal, then the ValueAct Group and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or (acting through the rules Board) shall work together in good faith to fill such vacancy or replace such nominee with an individual who (A) meets the Conditions, (B) meets the historical standards and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested criteria applied by the Company for purposes in nominating and appointing directors, and (C) is otherwise mutually acceptable (in each of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director their sole discretion) to the ValueAct Group and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and thereafter such individual shall serve and/or be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage nominated as the other non-employee directors “ValueAct Designee” under this Agreement. (f) The Company’s obligations hereunder shall terminate immediately, and the ValueAct Designee shall promptly offer to resign from the Board, and any committee of the Board on which he then sits (and, if requested by the Company, all as such rights may exist from time to time. (b) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of promptly deliver his board tenure. (c) In addition written resignation to the New Nominee, the Board will commence a search process, promptly following the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date (which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement shall provide for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms his immediate resignation) it being understood that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretiondiscretion whether to accept or reject such resignation) if: (i) members of the ValueAct Group, collectively, cease to beneficially own at least 7.5% of the Company’s outstanding Common Stock; (ii) the ValueAct Designee ceases to satisfy the conditions set forth in clauses (c)-(d) above; (iii) a member of the ValueAct Group, including the ValueAct Designee, otherwise ceases to comply or breaches any of the terms of this Agreement or the Confidentiality Agreement; or (iv) the employment of the ValueAct Designee with the ValueAct Group is terminated for any reason. The ValueAct Group agrees to cause the ValueAct Designee to resign from the Board if the ValueAct Designee fails to resign if and when requested pursuant to this Section 1(f). Notwithstanding the foregoing, in the event of the occurrence of an event set forth in subsection (ii) or (iv) above, the provisions of Section 1(e) must be complied with before the Company’s obligations hereunder may terminate. (g) The percentage thresholds set forth in clauses (e) and (f) above shall not be deemed unsatisfied to the extent a failure to maintain the specified ownership thresholds is the result of share issuances or similar Company actions that increase the number of outstanding shares of Common Stock.

Board Nomination. (a) In accordance The Company will take the necessary action to add the ValueAct Designee to the Board, with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, such appointment to take effect no later than five (5) three business days following the execution of this Agreement, expand by increasing the size of the Board and appoint R. Xxxxxxx Xxxxxx filling the vacancy thereby created with the ValueAct Designee. (b) The Company agrees to include the “New Nominee”) to the Board to serve ValueAct Designee in its slate of nominees for election as a director directors of the Company, include the New Nominee in Company at the Company’s slate 2021 annual meeting of recommended director candidates for election to stockholders and, in connection therewith, the Board at Company shall list the 2015 Annual MeetingValueAct Designee in the proxy statement and proxy card prepared, filed and solicit proxies delivered in connection with such meeting and recommend that the Company’s stockholders vote in favor of the election of the New Nominee at the 2015 Annual Meeting ValueAct Designee and otherwise support the New Nominee for election ValueAct Designee in a manner no less rigorous and favorable in the aggregate than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as . (c) As a condition to the ValueAct Designee’s appointment to the Board and nomination for election as a director of the New Nominee, such New Nominee shall (i) have completed and executed Company at the Company’s Director Questionnaire2021 annual meeting of stockholders, the Company’s board nominee representation letter ValueAct Group shall, and such other materials as customarily requested of director candidates (each as provided shall cause the ValueAct Designee to, provide to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the Company information that is required to be or is customarily disclosed for directors, candidates for directors directors, and directors their affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, and similar documents under the securities laws information in connection with assessing eligibility, independence and other criteria applicable to the Company and/or the rules directors or satisfying compliance and regulations of the stock exchange(s) on which the Company’s Shares are listed legal obligations, and such other customary information as reasonably requested by the Company from time to time in connection with the ValueAct Designee’s qualifications to be nominated as a director of the Company, which other information shall be consistent with that requested by the Company from its other nominees in order to be deemed reasonably requested. (d) The ValueAct Group agrees that at all times while the ValueAct Designee is serving as a member of the Board he will (i) meet all director candidates independence and directorsother standards of the Company, of applicable stock exchange listing standards, and of the Securities and Exchange Commission (“SEC”), and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, including Rule 10a-3; and (ii) be qualified to serve as a director under the Delaware General Corporation Law (the “DGCL”). The ValueAct Group will, and will cause the ValueAct Designee to, promptly advise the Governance/Nominating Committee if he ceases to satisfy any of the conditions in the preceding sentence. (e) At all times while the ValueAct Designee serves as a member of the Board, the ValueAct Group shall cause the ValueAct Designee to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s codes of ethics and conduct, confidentiality obligations securities trading policy, conflict of interest policies, and corporate governance guidelines (including agreeing the “Company Policies”) and, subject to the terms of the Confidentiality Agreement, preserve the confidentiality of Company business business, deliberations and information, including materials, discussions of or matters considered in connection with meetings of the Board or Board committees committees. The Company represents and warrants that the applicable Company Policies currently in effect are publicly available on the Company’s website or have been provided to the ValueAct Designee, the ValueAct Group, or its counsel (other than policies that are trade, compliance or business-related policies that are otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the directors equally). (f) The Company’s non-management directors obligations hereunder shall terminate, and the ValueAct Designee shall promptly offer to resign from the Board (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed 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 and, if requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee Company, promptly deliver his written resignation to the Board (which shall be compensated provide for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time. (bimmediate resignation) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of his board tenure. (c) In addition to the New Nominee, the Board will commence a search process, promptly following the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms it being understood that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretiondiscretion whether to accept or reject such resignation) if (i) members of the ValueAct Group, collectively, cease to beneficially own at least 4.0% of the Company’s outstanding Common Stock, or (ii) there has been a judicial determination that the ValueAct Group has materially breached any of the terms of this Agreement (including by materially breaching or ceasing to satisfy the conditions set forth in clauses 1(c), 1(d) or 1(e) above) or the Confidentiality Agreement and has failed to cure any such breach (if curable) within twenty (20) days of receipt of written notice from the Company of such determination, (each, a “Triggering Event”). The ValueAct Group agrees to cause the ValueAct Designee to resign from the Board if the ValueAct Designee fails to resign if and when requested pursuant to this clause (f), represents and warrants that it has the power to cause such resignation and that the ValueAct Designee has agreed to resign (and that he would not be entitled to continued board service) in such circumstances and further agrees that the Board may treat the ValueAct Designee as not validly on the Board in the event a Triggering Event has occurred, including where the ValueAct Designee fails to resign or the ValueAct Group fails to cause his resignation in accordance with this clause (f). The ValueAct Group will apprise the Company promptly upon the occurrence of a known Triggering Event. (g) For purposes of calculating the percentage threshold set forth in clause (f) above, the total outstanding shares of Common Stock as of the date of such determination shall be deemed to be the lesser of (1) the aggregate number of shares of Common Stock outstanding as of the date hereof or (2) the aggregate number of shares of Common Stock outstanding as of the date of such determination (in each case, as adjusted for any combinations, splits, recapitalizations or similar actions). (h) Without limiting the applicability of clause (e) above or the Company’s application of such items to the ValueAct Designee, during the Covered Period while the ValueAct Designee is a member of the Board, (1) the Company will not alter its Restated Certificate of Incorporation (the “Articles of Incorporation”), Restated Bylaws or the Company Policies for the purpose of disqualifying the ValueAct Designee from remaining on the Board by making him ineligible under this Agreement, the Articles of Incorporation, the Restated Bylaws or the Company Policies for such service or (2) other than in situations involving conflicts of interests or recusal, the Board will not utilize committees of the Board for the purpose of discriminating against the ValueAct Designee, and the ValueAct Designee will, while a member of the Board, have access to Board committee materials and shall be entitled to notice of, and to attend and participate in, Board committee meetings to the same extent as the other members of the Board (it being understood that the Board remains free to determine committee membership as it sees fit).

Board Nomination. (a) In accordance The Company will take the necessary action to add Morfit to the Board, with the Company’s organizational documents and applicable lawsuch appointment to take effect on March 1, the Company agrees that the Board of Directors of the Company (the “Board”) will2023), no later than five (5) business days following the execution of this Agreement, expand by increasing the size of the Board and appoint R. Xxxxxxx Xxxxxx filling the vacancy thereby created with Morfit. (the “New Nominee”b) The Company agrees to the Board to serve include Morfit in its slate of nominees for election as a director directors of the Company, include the New Nominee in Company at the Company’s slate 2023 annual meeting of recommended director candidates for election to stockholders and, in connection therewith, the Board at Company shall list Morfit in the 2015 Annual Meetingproxy statement and proxy card prepared, filed and solicit proxies delivered in connection with such meeting and recommend that the Company’s stockholders vote in favor of the election of the New Nominee at the 2015 Annual Meeting Morfit and otherwise support the New Nominee for election Morfit in a manner no less rigorous and favorable in the aggregate than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as nominees (collectively, “Election Efforts”). (c) As a condition to Xxxxxx’x appointment to the appointment Board and nomination for election as a director of the New Nominee, such New Nominee shall (i) have completed and executed Company at the Company’s Director Questionnaire2023 annual meeting of stockholders, the Company’s board nominee representation letter ValueAct shall, and such other materials as customarily requested of director candidates (each as provided shall cause Morfit to, provide to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the Company information that is required to be or is customarily disclosed for directors, candidates for directors directors, and directors their affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, and similar documents under the securities laws information in connection with assessing eligibility, independence and other criteria applicable to the Company and/or the rules directors or satisfying compliance and regulations of the stock exchange(s) on which the Company’s Shares are listed legal obligations, and such other customary information as reasonably requested by the Company from time to time, which other information shall be consistent with that requested by the Company from its other nominees in order to be deemed reasonably requested. (d) ValueAct agrees that at all times while Morfit is serving as a member of the Board he will (i) meet all director independence and other director candidates and directorsstandards of the Company, of applicable stock exchange listing standards, and of the Securities and Exchange Commission (“SEC”), and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, including Rule 10a-3; and (ii) be qualified to serve as a director under the Delaware General Corporation Law (the “DGCL”). ValueAct shall, and shall cause Morfit to, promptly advise the NomGov Committee if Morfit ceases to satisfy any of the conditions in the preceding sentence. (e) At all times while Morfit serves as a member of the Board, ValueAct shall cause Morfit to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s codes of ethics and conduct, confidentiality obligations securities trading policy, conflict of interest policies, and corporate governance guidelines (including agreeing to the “Company Policies”) and preserve the confidentiality of Company business business, deliberations and information, including materials, discussions of or matters considered in connection with meetings of the Board or Board committees subject to the terms hereof. The Company represents and warrants that the applicable Company Policies currently in effect are publicly available on the Company’s website or otherwise among directors and/or management), securities trading policies, director qualification requirements have been provided to Morfit or its counsel (other than such business and codes of ethics generally compliance policies that are applicable to all directors equally). (f) The Company’s obligations hereunder shall terminate, and Morfit shall promptly (and in any event within two (2) business days) offer to resign from the Board (and, if requested by the Company, promptly (and in any event within two (2) business days) deliver his written resignation to the Board (which shall provide for his immediate resignation if such resignation is accepted by the Board), with it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) if (i) ValueAct ceases to beneficially own at least 700,000 shares of Common Stock (as adjusted for any stock splits, reclassifications, combinations, stock dividends or similar actions by the Company); or (ii) there has been a judicial determination that ValueAct has materially breached any of the terms of this Agreement (including by materially breaching or ceasing to satisfy the conditions set forth in clauses 1(c), 1(d) or 1(e) above or the conditions of the Confidentiality Agreement) and has failed to cure any such breach (if curable) within twenty (20) days of receipt of written notice from the Company of such determination (each, a “Triggering Event”). ValueAct agrees to cause Xxxxxx to resign from the Board if Xxxxxx fails to resign if and when requested pursuant to this clause (f), represents and warrants that it has the power to cause such resignation and that Xxxxxx has agreed to resign (and that he would not be entitled to continued board service) in such circumstances and further agrees that the Board may treat Xxxxxx as not validly on the Board in the event a Triggering Event has occurred, including where Xxxxxx fails to resign or ValueAct fails to cause his resignation in accordance with this clause 1(f). ValueAct shall apprise the Company promptly (and in any event within two (2) business days) upon the occurrence of a known Triggering Event. (g) Without limiting the applicability of clause (e) above or the Company’s non-management directors (each as provided application of such items to Morfit, during the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as Covered Period while Morfit is required to be or is customarily disclosed 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 for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time. (b) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced in , (1) the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, Company will not be expanded beyond four directors. In accordance with alter its Restated Certificate of Incorporation (the Company’s current practice“Charter”), Amended and Restated Bylaws (the “Bylaws”), or the Company Policies, in each case for the purpose of disqualifying Morfit from remaining on the Board by making him ineligible under this Agreement, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during Charter, the first year of his board tenure. Bylaws or the Company Policies for such service, (c2) In addition to the New Nominee, the Board will commence a search process, promptly following the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A not utilize committees of the New York Stock Exchange’s Listed Company Manual not later than Board for the date which is 30 days prior to the last day on which notice purpose of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws discriminating against Morfit (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection handling of conflicts of interest, recusals and other such items in accordance with policies and practices generally applicable to other Company directors or other actions in accordance with applicable law and regulation would not be deemed in violation hereof), and (3) Morfit will, while a member of the Additional Independent Director Board, have access to Board committee materials and shall be in entitled to notice of, and to attend and participate in, Board committee meetings to the Board’s sole discretionsame extent as the other members of the Board (it being understood that the Board remains free to determine committee membership as it sees fit).

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the The Company agrees that to add the ValueAct Designee to the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following contemporaneously with the execution of this Agreement, expand Agreement by increasing the size of the Board and appoint R. Xxxxxxx Xxxxxx filling the vacancy thereby created with the ValueAct Designee; (b) The Company agrees to include the “New Nominee”ValueAct Designee in its slate of nominees for election as directors of the Company at the Company’s next annual meeting of stockholders; (c) As a condition to the ValueAct Designee’s appointment to the Board to serve and nomination for election as a director of the Company, include the New Nominee in Company at the Company’s slate next annual meeting of recommended director candidates for election stockholders, the ValueAct Group, including the ValueAct Designee, agrees to provide to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for directors, candidates for directors directors, and directors their affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and similar documents under the securities laws other criteria applicable to the Company and/or the rules directors or satisfying compliance and regulations of the stock exchange(s) on which the Company’s Shares are listed legal obligations, and such other customary information as reasonably requested by the Company from time to time with respect to the ValueAct Group and the ValueAct Designee. (d) The ValueAct Designee agrees that at all times while serving as a member of the Board he will (i) meet all director independence and other standards of the Company, the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission (“SEC”) and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, including Rule 10a-3; and (ii) be qualified to serve as a director candidates and directorsunder the Delaware General Corporation Law (the “DGCL”). The ValueAct Designee will promptly advise the Nominating Committee if he ceases to satisfy any of the conditions in the preceding sentence. (e) At all times while serving as a member of the Board, and to the ValueAct Designee shall comply with all policies, codes procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of conduct, confidentiality obligations securities trading policy, and corporate governance guidelines, and (including agreeing to except as permitted by the Confidentiality Agreement) preserve the confidentiality of Company business and information, including discussions of or matters considered in meetings of the Board or Board committees to the extent not disclosed publicly by the Company; (f) So long as the ValueAct Group collectively beneficially owns, in the aggregate, at least 7.5% of the outstanding Common Stock, if during the Covered Period a vacancy on the Board is created as a result of the ValueAct Designee’s death, resignation, disqualification or otherwise among directors and/or management)removal, securities trading policies, director qualification requirements and codes or the nomination of ethics generally applicable to all of the ValueAct Designee at the Company’s non-management directors (each as provided to 2013 annual meeting of stockholders is withdrawn for any reason, then the Stockholder ValueAct Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or (acting through the rules Board) shall work together in good faith to fill such vacancy or replace such nominee with an individual who (i) meets the conditions set forth in clauses (c)-(d) above, (ii) meets the historical standards and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested criteria applied by the Company for purposes in nominating and appointing directors, and (iii) is otherwise mutually acceptable (in each of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director their sole discretion) to the ValueAct Group and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and thereafter such individual shall serve and/or be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage nominated as the other non-employee directors of “ValueAct Designee” under this Agreement. (g) The Company’s obligations hereunder shall terminate, and the ValueAct Designee shall promptly offer to resign from the Board (and, if requested by the Company, all as such rights may exist from time to time. (b) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of promptly deliver his board tenure. (c) In addition written resignation to the New Nominee, the Board will commence a search process, promptly following the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date (which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement shall provide for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms his immediate resignation) it being understood that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretiondiscretion whether to accept or reject such resignation) if (i) members of the ValueAct Group, collectively, cease to beneficially own at least 7.5% of the Company’s outstanding Common Stock or (ii) the ValueAct Designee ceases to satisfy the conditions set forth in clauses (c)-(d) above or a member of the ValueAct Group, including the ValueAct Designee, otherwise ceases to comply or breaches any of the terms of this Agreement or the Confidentiality Agreement. The ValueAct Group agrees to cause the ValueAct Designee to resign from the Board if the ValueAct Designee fails to resign if and when requested pursuant to this clause (g). (h) The percentage thresholds set forth in clauses (f) and (g) above shall not be deemed unsatisfied to the extent a failure to maintain the specified ownership thresholds is the result of share issuances or similar Company actions that increase the number of outstanding shares of Common Stock.

Board Nomination. (a) In accordance The Company will take the necessary action to add the MIR Designee to the Board, with the Company’s organizational documents and applicable lawsuch appointment to take effect May 4, the Company agrees that the Board of Directors of the Company (the “Board”) will2023, no later than five (5) business days following the execution of this Agreement, expand by increasing the size of the Board and appoint R. Xxxxxxx Xxxxxx (filling the “New Nominee”) to vacancy thereby created with the MIR Designee or filling a vacancy created on the Board following the death, resignation or removal of any director. (b) The Company agrees to serve include the MIR Designee in its slate of nominees for election as a director directors of the Company, include the New Nominee in Company at the Company’s slate 2023 annual meeting of recommended director candidates for election to stockholders and, in connection therewith, the Board at Company shall list the 2015 Annual MeetingMIR Designee in the proxy statement and proxy card prepared, filed and solicit proxies delivered in connection with such meeting and recommend that the Company’s stockholders vote in favor of the election of the New Nominee at the 2015 Annual Meeting MIR Designee and otherwise support the New Nominee for election MIR Designee in a manner no less rigorous and favorable in the aggregate than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as . (c) As a condition to the MIR Designee’s appointment to the Board and nomination for election as a director of the New Nominee, such New Nominee shall (i) have completed and executed Company at the Company’s Director Questionnaire2023 annual meeting of stockholders, the Company’s board nominee representation letter MIR Group shall, and such other materials as customarily requested of director candidates (each as provided shall cause the MIR Designee to, provide to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the Company information that is required to be or is customarily disclosed for directors, candidates for directors directors, and directors their affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, and similar documents under the securities laws information in connection with assessing eligibility, independence and other criteria applicable to the Company and/or the rules directors or satisfying compliance and regulations of the stock exchange(s) on which the Company’s Shares are listed legal obligations, and such other customary information as reasonably requested by the Company from time to time, which other information shall be consistent with that requested by the Company from its other nominees in order to be deemed reasonably requested. (d) The MIR Group agrees that at all times while the MIR Designee is serving as a member of the Board he will (i) meet all applicable director independence and other director candidates and directorsstandards of the Company, of applicable stock exchange listing standards, and of the Securities and Exchange Commission (“SEC”), and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, including Rule 10a-3; and (ii) be qualified to serve as a director under the Maryland General Corporation Law (the “MGCL”). The MIR Group shall, and shall cause the MIR Designee to, promptly advise the NomGov Committee if the MIR Designee ceases to satisfy any of the conditions in the preceding sentence. (e) At all times while the MIR Designee serves as a member of the Board, the MIR Group shall cause the MIR Designee to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s codes of ethics and conduct, confidentiality obligations securities trading policy, conflict of interest policies, and corporate governance guidelines (including agreeing the “Company Policies”) and, as required by Company Policies applicable to all directors, preserve the confidentiality of Company business the Company’s business, deliberations and information, including materials, discussions of or matters considered in connection with meetings of the Board or Board committees committees. The Company represents and warrants that the applicable Company Policies currently in effect are publicly available on the Company’s website or will be provided to the MIR Designee upon request, the MIR Group, or its counsel (other than policies that are trade, compliance or business-related policies that are otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the directors equally). (f) The Company’s non-management directors obligations hereunder shall terminate, and the MIR Designee shall promptly (each as provided and in any event within two (2) business days) offer to resign from the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed 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 Board (and, if requested by the Company for purposes of satisfying Company, promptly (and in any legal disclosure requirements. The New Nominee event within two (2) business days) deliver his written resignation to the Board (which shall be compensated provide for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as immediate resignation if such rights may exist from time to time. (b) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which resignation is comprised of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of his board tenure. (c) In addition to the New Nominee, the Board will commence a search process, promptly following the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement for any retiring or resigning director, as determined accepted by the Board. In connection ), with the foregoing, the Board hereby confirms it being understood that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretiondiscretion whether to accept or reject such resignation) if (i) members of the MIR Group, collectively, cease to beneficially own at least 3,053,831 shares of Common Stock (as adjusted for any stock splits, reclassifications, combinations, stock dividends or similar actions by the Company); or (ii) there has been a judicial determination that the MIR Group has materially breached any of the terms of this Agreement (including by materially breaching or ceasing to satisfy the conditions set forth in clauses 1(c), 1(d) or 1(e) above) or the Confidentiality Agreement and has failed to cure any such breach (if curable) within twenty (20) days of receipt of written notice from the Company of such determination (each, a “Triggering Event”). The MIR Group agrees to cause the MIR Designee to resign from the Board if the MIR Designee fails to resign if and when requested pursuant to this clause 1(f), represents and warrants that it has the power to cause such resignation and that the MIR Designee has agreed to resign (and that he would not be entitled to continued Board service) in such circumstances and further agrees that the Board may treat the MIR Designee as not validly on the Board in the event a Triggering Event has occurred, including where the MIR Designee fails to resign or the MIR Group fails to cause his resignation in accordance with this clause 1(f). The MIR Group shall apprise the Company promptly (and in any event within two (2) business days) upon the occurrence of a known Triggering Event. (g) Without limiting the applicability of clause 1(e) above or the Company’s application of such items to the MIR Designee, during the Covered Period while the MIR Designee is a member of the Board, (i) the Company will not alter its Articles of Restatement (as amended or supplemented, including by the Articles of Amendment, the “Charter”), the Third Amended and Restated Bylaws (as amended or supplemented, the “Bylaws”), or the Company Policies, in each case for the purpose of disqualifying the MIR Designee from remaining on the Board by making him ineligible under this Agreement, the Charter, the Bylaws or the Company Policies for such service, and (ii) other than in situations involving conflicts of interests or recusal, the Board will not utilize committees of the Board for the purpose of discriminating against the MIR Designee, and the MIR Designee will, while a member of the Board, have access to Board committee materials and shall be entitled to notice of, and to attend and participate in, Board committee meetings to the same extent as the other members of the Board (it being understood that the Board remains free to determine committee membership as it sees fit). (h) During the Covered Period, if the MIR Designee is not elected as a director of the Company or ceases to be a director of the Company for any reason, then at the MIR Group's request, the Board shall consider in good faith a request by the MIR Group to add an individual identified by the MIR Group (the “MIR Designee Alternate”) to the Board. The decision to elect or appoint the MIR Designee Alternate to the Board shall lie in the sole discretion of the Board. In addition, the MIR Designee Alternate shall, consistent with requirements applicable to all directors, (i) have no disqualifying attributes relating to his or her reputation, integrity and competence, (ii) have experience relevant to serving as a director of the Company, (iii) meet all director independence and other standards set forth in Section 1(d), and (iv) have provided the other customary materials and information (including completion of D&O questionnaires, participation in a background check and other customary process such as interviews to the extent reasonably requested by the Board or the Nominating and Corporate Governance Committee). The MIR Designee Alternate, if so appointed or elected to the Board, shall be bound by the terms of this Agreement mutatis mutandis but with respect to the MIR Designee Alternate, and the MIR Designee Alternate shall have the rights and privileges of the MIR Designee under this Agreement.

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board Within 24 hours of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. of Directors will adopt resolutions in the form attached hereto as Exhibit B appointing Xxxxxxx Xxxxxx (the “New Nominee”) X. Xxxxxxxxx to the Board of Directors as the Atairos Designee effective as of Closing and assigning Xx. Xxxxxxxxx to serve as a director the class of directors to be elected at the Companyfirst annual meeting to occur after Closing. (b) Subject to the terms and conditions of this ‎Section 3.01 and applicable law, (i) the Company shall include the New Nominee Xx. Xxxxxxxxx in the Company’s its slate of recommended director candidates nominees for election to the Board of Directors at the 2015 Annual Meetingfirst annual meeting to occur after Closing and shall include the Atairos Designee at each subsequent annual meeting at which directors of the same class as the Atairos Designee are slated for election, (ii) the Company shall use its reasonable efforts to cause the election of such Atairos Designee to the Board of Directors at such meetings, and solicit proxies in favor (iii) the Company shall use substantially the same level of effort and provide substantially the same level of support with respect to the election of the New Nominee Atairos Designee at such meetings as is used and/or provided for the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which other director nominees of the Company supports its other nominees. with respect to such meetings. (c) The Atairos Stockholder acknowledges on behalf of itself and each member of Atairos Group acknowledges that at all times while serving as a condition to the appointment and nomination member of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director QuestionnaireBoard of Directors, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is Atairos Designee, solely in his or her individual capacity, will be 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 to comply with all policies, codes procedures, processes, codes, rules, standards and guidelines applicable to all non-executive members of conductthe Board of Directors, including the Company’s Corporate Governance Guidelines, Business Ethics and Code of Conduct Policy, Related-Person Transaction Policy, Policy Regarding Stock Trading by Officers, Directors and Other Designated Employees, Corporate Disclosure/Regulation FD Policy and Social Media Policy or such successor policies as are applicable to all other non-executive directors and as are not targeted towards, and are not disproportionately applicable to, the Atairos Designee (such policies, procedures, processes, codes, rules, standards and guidelines as in effect from time to time, collectively, the “Specified Guidelines”), subject to ‎Section 2.01(d). (d) Subject to the terms and conditions of this ‎Section 3.01, if a vacancy on the Board of Directors is created as a result of an Atairos Designee’s death, resignation, disqualification or removal then, at the request of Atairos Group, Atairos Group and the Company shall work together in good faith to fill such vacancy as promptly as reasonably practicable with a replacement director that meets the definition of “Atairos Designee” and thereafter such individual shall as promptly as reasonably practicable be appointed to the Board of Directors to fill such vacancy. (e) The Atairos Designee shall receive the same notices, information and reports as the other non-executive members of the Board of Directors; provided that in the event of any conflict of interest between the Company and any member of Atairos Group, the Atairos Designee shall receive the same notices, information and reports as a similarly situated interested member of the Board of Directors. The Atairos Designee shall be bound by the same confidentiality obligations (including agreeing restrictions as the other non-executive directors of the Company relating to preserve the confidentiality of Company business and information, including discussions of or matters considered in meetings of the Board of Directors or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided Board of Directors to the Stockholder Group prior extent not disclosed publicly by the Company, and, notwithstanding anything to the date hereof). Each of contrary in such confidentiality restrictions, the Stockholders also agrees Atairos Designee shall be entitled to provide upon request such to Atairos Group notices, information about itself and its Affiliates and Associates reports received by the Atairos Designee in his or her capacity as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable director, subject to the Company and/or terms and conditions of ‎Section 4.01; provided that, except with 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 for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors prior written consent of the Company, and the Atairos Designee shall be entitled not disclose to any member of Atairos Group any advice provided to the same rights of indemnification and directors’ and officers’ liability insurance coverage as Company by in-house or outside legal counsel that the other nonCompany has advised the Atairos Designee is protected by the attorney-employee directors of the Company, all as such rights may exist from time to timeclient privilege. (bf) The New Nominee This ‎Section 3.01 shall be invited terminate at such time as Atairos Group Beneficially Owns less than 15% in the aggregate of the outstanding Common Stock. Upon termination of this ‎Section 3.01 or termination of this Agreement, the Company may request that the Atairos Designee resign from the Board of Directors, and upon such request, the Atairos Stockholder shall cause the Atairos Designee to be resign immediately and relinquish all rights and privileges as a member of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised Board of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of his board tenureDirectors. (cg) In addition Notwithstanding anything in this Agreement to the New Nomineecontrary, transferees of shares of Common Stock (other than in connection with Permitted Transfers pursuant to clause (i) thereof) shall not have any rights pursuant to this ‎Section 3.01. (h) To the fullest extent permitted by the DGCL, other applicable law and any confidentiality obligations under the Specified Guidelines, and subject to any express agreement that may from time to time be in effect (including ‎Section 4.01 of this Agreement), the Board will commence Company agrees that the Atairos Designee, the Atairos Stockholder and any of its Affiliates or any Representative or portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, directly or indirectly, (i) invest in, carry on and conduct, whether as a search processpartner in any partnership, promptly following the Company’s June 2015 annual meeting of stockholdersor as a joint venturer in any joint venture, to add an additional director who qualifies or as an independent director under Section 303A officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, or otherwise, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the New York Stock Exchange’s Listed Company Manual or its Affiliates or any other person with which any of the Company or its Affiliates has a business relationship, and/or (iii) make investments in any kind of property in which the Company or its Affiliates may make investments. To the fullest extent permitted by the DGCL, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person. The Company agrees that if a Covered Person acquires independent knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person outside of his or her capacity as a member of the Board of Directors and (y) the Company or any of its Subsidiaries, the Covered Person shall not later than have any duty to offer or communicate information regarding such corporate opportunity to the date Company or its Subsidiaries. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires independent knowledge, except for any corporate opportunity which is 30 days prior expressly offered to a Covered Person solely in his or her capacity as a member of the Board of Directors, and waives any claim against each Covered Person that such Covered Person is liable to the last day on which notice Company or its stockholders for breach of a stockholder’s intent any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to make director nominations at another person or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant (C) does not communicate information regarding such corporate opportunity to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubtin each such case, the selection any corporate opportunity which is expressly offered to a Covered Person solely in his or her capacity as a member of the Additional Independent Director Board of Directors shall be in belong to the Board’s sole discretionCompany.

Board Nomination. (a) In accordance with The Board shall appoint the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to the Board ValueAct Designee to serve as a director beginning on the first regularly scheduled quarterly meeting of the Board after the date of the Company’s 2013 annual meeting of shareholders, or any time thereafter before the ninetieth (90th) day prior to the Company’s 2014 annual meeting of shareholders (the “2014 Annual Meeting”), within ten (10) business days following receipt of the ValueAct Group’s written request to the Company to have the ValueAct Designee appointed to the Board; provided that, at such time, the Board does not conclude in good faith and based on the written opinion of outside legal counsel that such appointment would constitute a breach of the directors’ fiduciary duties. If the ValueAct Designee is appointed to the Board pursuant to this Section 1(a), the Company shall include the New Nominee ValueAct Designee as a nominee to the Board on the slate of nominees recommended by the Board in the Company’s slate of recommended director candidates for election proxy statement and on its proxy card relating to the Board at the 2015 2014 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as . (b) As a condition to the ValueAct Designee’s appointment to the Board and any subsequent nomination for election as a director of the New Nominee, such New Nominee shall (i) have completed and executed Company at the Company’s Director Questionnaire2014 Annual Meeting, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided ValueAct Group, including the ValueAct Designee, agrees to provide to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the Company information that is required to be or is customarily disclosed for directors, candidates for directors directors, and directors their affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and similar documents under the securities laws other criteria applicable to the Company and/or the rules directors or satisfying compliance and regulations of the stock exchange(s) on which the Company’s Shares are listed legal obligations, and such other customary information as reasonably requested by the Company from time to time with respect to the ValueAct Group and the ValueAct Designee. (c) The ValueAct Designee agrees that, at all times while serving as a member of the Board, he will (i) meet all director independence and other director candidates standards of the Company, the NASDAQ Stock Market (“NASDAQ”) and directorsthe Securities and Exchange Commission (“SEC”) and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including Rule 10A-3; (ii) be qualified to serve as a director under the Washington Business Corporation Act under the Revised Code of Washington (the “RCW”); and (iii) not be in breach of Section 8 of the Xxxxxxx Act, 15 USC §19, having been given an opportunity to cure any such breach, based on the written opinion of outside legal counsel, (the preceding clauses (i) through (iii), the “Conditions”). The ValueAct Designee will promptly advise the Nominating Committee in writing if he ceases to satisfy any of the Conditions. (d) At all times while serving as a member of the Board, the ValueAct Designee shall comply with all policies, codes procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s Standards of conductBusiness Conduct, confidentiality obligations Finance Code of Professional Conduct, securities trading policy, and corporate governance guidelines, and (including agreeing to except as permitted by the Confidentiality Agreement (as defined below)) preserve the confidentiality of Company business and information, including discussions of or matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the extent not disclosed publicly by the Company’s non-management directors ; (each as provided to the Stockholder Group e) If, prior to the date hereof). Each 2014 Annual Meeting the ValueAct Designee is added to the Board and a vacancy on the Board is created as a result of the Stockholders also agrees ValueAct Designee’s death, resignation, disqualification or removal, then the Company (acting through the Board) shall work together with the ValueAct Group in good faith to provide upon request fill such information about itself vacancy or replace such nominee with an individual who (A) meets the conditions set forth in clauses (b)-(c) above and its Affiliates (B) is otherwise mutually acceptable (in each of their sole and Associates as is required to absolute discretion (which means that any such approval may be given or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable not given for any reason or no reason)) to the Company and/or the rules ValueAct Group 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 for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and thereafter such individual shall serve and/or be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage nominated as the other non-employee directors of “ValueAct Designee” under this Agreement; (f) The Company’s obligations hereunder shall terminate immediately, and, if the Value Act Designee has joined the Board, the ValueAct Designee shall promptly offer to resign from the Board (and, if requested by the Company, all as such rights may exist from time to time. (b) The New Nominee shall be invited to be a member of the Board’s newly established Capital Committee referenced in the Company’s March 13, 2015, press release regarding its new capital plans. The Capital Committee, which is comprised of Xxxxxxxxxxx X. Xxxxx, X. Xxxxxx Xxxxxx and Xxxxx X. X. X’Xxxx, will not be expanded beyond four directors. In accordance with the Company’s current practice, the New Nominee shall be invited to attend meetings of all other Board Committees as a non-voting observer during the first year of promptly deliver his board tenure. (c) In addition written resignation to the New Nominee, the Board will commence a search process, promptly following the Company’s June 2015 annual meeting of stockholders, to add an additional director who qualifies as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual not later than the date (which is 30 days prior to the last day on which notice of a stockholder’s intent to make director nominations at or bring other business before the Company’s annual meeting of stockholders in 2016 must be submitted pursuant to the Company’s bylaws (the “Additional Independent Director”). The Additional Independent Director may be an additional director or a replacement shall provide for any retiring or resigning director, as determined by the Board. In connection with the foregoing, the Board hereby confirms his immediate resignation) it being understood that it will confer with the Stockholder Group and consider in good faith any input (including recommendations) by the Stockholder Group; provided that, for the avoidance of doubt, the selection of the Additional Independent Director shall be in the Board’s sole discretiondiscretion whether to accept or reject such resignation) if: (i) members of the ValueAct Group, collectively, cease to beneficially own 53,492,424 shares of Common Stock (as adjusted for any stock splits, reclassifications, combinations, stock dividends or similar actions by the Company); provided, however, that the foregoing shall not apply if the ValueAct Group has effected sales of share of Common Stock in order to keep the percentage of the ValueAct Group’s investment in the Company at no more than 20% of the total assets under management of the ValueAct Capital Master Fund, L.P. so long as, in any event, the ValueAct Group, collectively, does not cease to beneficially own at least 40,119,318 shares of Common Stock (as adjusted for any stock splits, reclassifications, combinations, stock dividends or similar actions by the Company); (ii) the ValueAct Designee ceases to satisfy the conditions set forth in clauses (b)-(d) above; (iii) a member of the ValueAct Group, including the ValueAct Designee, otherwise ceases to comply or breaches any of the terms of this Agreement or the Confidentiality Agreement; or (iv) the employment of the ValueAct Designee with the ValueAct Group is terminated for any reason. The provisions of Section 1(e) must be complied with before the provisions of this Section 1(f) shall take effect in the case of the death, resignation, disqualification or removal, or the termination of the employment of the ValueAct Designee with the ValueAct Group. The ValueAct Group agrees to cause the ValueAct Designee to resign from the Board if the ValueAct Designee fails to resign if and when requested pursuant to this clause (f). (g) The ValueAct Group acknowledges that the ValueAct Designee shall have all of the rights and obligations, including fiduciary duties to the Company and its shareholders, of a director under applicable law and the Company’s organizational documents while the ValueAct Designee is serving on the Board. (h) The ValueAct designee shall be entitled to the consultation rights described in Annex I hereto.