Common use of Board Representation and Board Matters Clause in Contracts

Board Representation and Board Matters. (a) The Company will, as promptly as practicable, increase the size of the Board by two (2) directors to twelve (12) directors such that there would be two (2) vacancies on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of the Board to be larger than twelve (12) members at any time prior to the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”). (b) The Company’s slate of nominees for election as directors of the Company at the 2017 Annual Meeting shall include the 2016 Director and the New Directors (and any Replacement). (c) Subject to Xxxxxxx Capital’s compliance with Section 2(b), the Company will use reasonable best efforts to cause the election of the 2016 Director and the New Directors (and any respective Replacement) to the Board at the 2017 Annual Meeting (including recommending that the Company’s stockholders vote in favor of the election of the 2016 Director and the New Directors (and any respective Replacement) (along with all of the Company’s nominees) and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (d) At the 2017 Annual Meeting, two (2) of the directors serving on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Company, and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), the Board shall not increase the size of the Board to more than ten (10) directors; provided, that during the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving on the Board on the date hereof do not stand for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 Director (or any Replacement) serves on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as a member of the Board, it is acknowledged and agreed that the New Directors (and any Replacement) shall be required to comply with all policies, codes and guidelines applicable to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to the New Directors (and any Replacement). (h) The parties agree that the appointment of the Initial New Director (and any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committee.

Board Representation and Board Matters. (a) Concurrently with the execution of this Agreement, the Company has (i) increased the size of the Board by one (1) director to eleven (11) directors such that there would be one vacancy in the class of directors slated to stand for election at the Company’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) (the “2017 Class”) and (ii) appointed Xxxxx Xxxxx to fill the newly created vacancy in the 2017 Class and serve as a 2017 Class director of the Company (and including any Replacement, the “2017 Class New Director”). The Company willand Third Point agree to use reasonable best efforts to, as promptly as practicablewithin thirty (30) days from the date hereof, agree upon the appointment of an additional director, who shall be an independent director with significant industry experience and with other characteristics consistent with those heretofore discussed between Third Point and the Company, and immediately thereafter, the Company shall (i) increase the size of the Board by two one (21) directors additional director to twelve (12) directors such that there would be two one vacancy in the class of directors slated to stand for election at the Company’s 2016 Annual Meeting of Stockholders (2the “2016 Annual Meeting”) vacancies on (the Board “2016 Class”) and (ii) appoint (x) a highly qualified such agreed upon independent director (who shall not be to fill the newly created vacancy in the 2016 Class and serve as a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management 2016 Class director of the Company (collectivelyand including any Replacement, as defined herein, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent 2016 Class New Director” and, and together with the Initial 2017 Class New Director, the “New Directors,” and each a “New Director”) to fill the other newly created vacancy). Xxxxxxx Capital shall have the right to privately recommend Prior to the Board one or more candidates for appointment as of the Subsequent 2016 Class New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by 2016 Class New Director will have delivered and the Company will have accepted (x) a completed standard director and officer questionnaire of the Company (the “D&O Questionnaire”), (y) an executed letter in good faiththe form attached hereto as Exhibit A-1 (the “2016 Nominee Letter”) and (z) the executed irrevocable resignation in the form attached hereto as Exhibit B-2 (the “2016 Class Resignation,” and together with the D&O Questionnaire and the 2016 Nominee Letter, the “2016 Nomination Documents”). The To the extent the Company’s obligations under this Section 1 have not terminated pursuant to Section 1(h), the Company hereby agrees not to increase the size of the Board to be larger than twelve thirteen (1213) members at any time prior to the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”)persons. (b) The Company’s slate of nominees for election as directors of the Company at the 2017 2016 Annual Meeting shall include the 2016 Director and the Class New Directors (and any Replacement)Director. (c) Subject to Xxxxxxx Capital’s compliance with Section 2(b), the The Company will use reasonable best efforts to cause the election of the 2016 Class New Director and the New Directors (and any respective Replacement) to the Board at the 2017 2016 Annual Meeting (including recommending that the Company’s stockholders vote in favor of the election of the 2016 Class New Director and the New Directors (and any respective Replacement) (along with all of the Company’s nominees) and otherwise supporting the 2016 Class New Director and the New Directors (and any respective Replacement) for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (d) At the 2017 Annual Meeting, two (2) of the directors serving on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Company, and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), the Board shall not increase the size of the Board to more than ten (10) directors; provided, that during the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving on the Board on the date hereof do not stand for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 2017 Class New Director (or any Replacement) serves on the Board, but subject to (x) compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, including applicable enhanced requirements with respect to certain committees, including (i) the 2016 Audit Committee (taking into account, so long as applicable, the safe harbor provided pursuant to Rule 10A-3(e)(1)(ii)(A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and (ii) the Compensation Committee, and (y) compliance with changes in applicable law after the date of this Agreement (collectively, the “Independence Requirements”), the 2017 Class New Director (or any Replacement) shall be be, and concurrently with the execution of this Agreement has been, appointed to the Nomination Audit Committee of the Board; provided that such 2017 Class New Director, in his sole discretion, may decline to serve on such committee at any time. The Board, based on information provided by the 2017 Class New Director has determined that, as of the date hereof, the 2017 Class New Director satisfies the Independence Requirements. In addition, for so long as the 2017 Class New Director serves on the Board (or, if earlier, the hiring of a new Chief Executive Officer of the Company), the 2017 Class New Director will be included as a member of the Company’s Chief Executive Officer Search Working Group. Following his or her appointment to the Board, for so long as the 2016 Class New Director serves on the Board, but subject to the Independence Requirements, the 2016 Class New Director shall be offered the opportunity to become a member of the Compensation Committee and the Corporate Governance Committee of the Board; provided that such 2016 Class New Director, in his or her sole discretion, may decline to serve on either such committee. (e) At all times prior to completion of the 2017 Annual Meeting but provided that at least one New Director remains a member of the Board, the 2017 Class New Director or, if he declines (or is no longer a member of the Board), the 2016 Class New Director (following his or her appointment to the Board), shall be offered the opportunity to be a member of each committee of the Board which may be created by the Board following execution of this Agreement, and upon election to become such a member the Board shall effect such change in committee composition promptly, subject to satisfaction of the Independence Requirements, as applicable, and assuming the absence of conflicts of interest involving such New Director relevant to such committee’s activities. (f) The 2016 Director and the Initial Should any New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving on, the Board (other than (i) as a result of not being nominated by the Company at an annual meeting at which such New Director would be required to stand for re-election pursuant to the Company’s certificate of incorporation to remain on the Board due to death, disability or other reasons before the 2018 Annual Meeting(such meeting, the Company will appoint a replacement“Re-election Meeting”), to be proposed by Xxxxxxx Capital, and agreed to by except if the Company in accordance with was required to so nominate such New Director pursuant to this Agreement, or (ii) as a result of the application of Section 1(h) below below), Third Point shall be entitled to designate a replacement board member for such New Director that is reasonably satisfactory to the Board, consistent with the standards and processes followed in connection with the initial appointment of the New Directors, including with respect to Independence Requirements (a “Replacement”), and the Company shall take all necessary action to implement the foregoing as promptly as practicable, and in no event later than twenty (20) days after designation of the replacement by Third Point. Xxxxxxx Capital Any such Replacement who becomes a Board member in replacement of a New Director shall forego be deemed to be a New Director for all purposes under this Agreement (of the right same class, if applicable) and, prior to propose his or her appointment to the Board, shall be required to (1) provide to the Company (x) in the case of a Replacement iffor the 2016 Class New Director, following the expiration 2016 Nomination Documents, (y) in the case of a Replacement for the 2017 Class New Director, (I) a completed D&O Questionnaire, (II) an executed letter in the form attached hereto as Exhibit A-2 and (III) the executed irrevocable resignation in the form attached hereto as Exhibit B-1 (the “2017 Class Resignation”) and (z) to the extent requested by the Company, a duly executed copy of a confidentiality agreement with the Company substantially equivalent in form and substance to the Confidentiality Agreement previously executed by the parties hereto (the “Existing Confidentiality Agreement”), or a joinder to the Existing Confidentiality Agreement, and (2) otherwise satisfy the evaluation procedures of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any Corporate Governance Committee of the actions set forth Board in Section 2(b)accordance with the practices of the Corporate Governance Committee and the Board. The 2016 Class Resignation and the 2017 Class Resignation are collectively referred to herein as the “Resignations.” (g) At all times while serving as a member For any annual meeting at which the 2017 Class New Director is nominated by the Company and agrees to serve, the Company shall use reasonable best efforts to cause the election of such 2017 Class New Director so nominated by the Company (including recommending that the Company’s stockholders vote in favor of the Board, it is acknowledged election of such 2017 Class New Director and agreed that otherwise supporting the 2017 Class New Directors (Director for election in a manner no less rigorous and any Replacement) shall be required to comply with all policies, codes and guidelines applicable to Board members, copies of which, favorable than the manner in each case, have been provided to Xxxxxxx Capital and will be provided to which the New Directors (and any ReplacementCompany supports its other nominees in the aggregate). (h) The parties agree that Notwithstanding the appointment foregoing Sections 1(a) through 1(g), if at any time after the date of this Agreement (A) Third Point, together with the Initial New Director Third Point Affiliates (as defined below), ceases collectively to beneficially own or have other ownership interest in aggregate Net Long Positions of at least 27,000,000 shares of Common Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and similar pro rata adjustments), or (B) Third Point materially breaches any Replacement) is subject obligation under this Agreement or the Existing Confidentiality Agreement and fails to cure such breach (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director extent it is curable) within ten (or 10) business days after receipt by Third Point of written notice from the Company specifying any Replacement)such breach then, Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (A) or (B), (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing Class Resignation of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “Class New Director Appointment Time”) shall become immediately effective, and (y) any Replacement the Company shall have no further obligations under this Section 1 or Section 2(b). In furtherance of this Section 1(h), the 2016 Director or the Initial 2017 Class New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committee.shall

Board Representation and Board Matters. (a) The Company willand Third Point agree as follows: (i) the Board shall take all action necessary to appoint, effective immediately upon execution of this Agreement, each of the Third Point Designees to the Board to serve as promptly as practicabledirectors of the Company until no earlier than the 2014 Annual Meeting and their successors are duly elected and qualified, increase subject to the terms of this Agreement, by increasing the size of the Board by two three seats to fifteen, and appointing the Third Point Designees to fill such resulting vacancies; (2ii) directors to twelve (12) directors such the Board, based on information provided by Third Point and each Third Point Designee, has determined that there each of the Third Point Designees would be two (2) vacancies on the Board and appoint (x) a highly qualified constitute an independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of the Board to be larger than twelve (12) members at any time prior to under the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”).applicable New York Stock Exchange independence rules; (biii) The the Company’s slate of nominees for election as directors of the Company at the 2017 Company’s 2014 Annual Meeting shall include be: Dxxxxx X. Xxxx, Hxxxx X. Xxxxxx, Oxxxxxx Xxxx, Jxxx X. Xxxxxx, Jxxxxxx X. Xxxxxxxxxx, Kxxxx X. Xxxxxx, Dxxxxxxx Xx Xxxx, The Dxxx of Devonshire, Dxxxxx Xxxxx, Axxxx Xxxxxxxx, Wxxxxxx X. Xxxxxxxx, Mxxxxx X. Xxxxx, Rxxxxx Xxxxxxx, Dxxxx X. Xxxxxx and Dxxxxx X. Xxxxxxxx; (iv) the Company agrees that it will take action such that (A) by the completion of the Company’s 2015 Annual Meeting of Shareholders (the “2015 Annual Meeting”), the size of the Board is not greater than thirteen, and (B) the completion of the Company’s 2016 Annual Meeting of Shareholders (the “2016 Annual Meeting”), the size of the Board is not greater than twelve (it being understood that this provision shall not prohibit the size of the Board from being reduced from fifteen prior to the 2015 Annual Meeting, or reduced from thirteen prior to the 2016 Director and the New Directors (and any ReplacementAnnual Meeting).; (cv) Subject to Xxxxxxx Capital’s compliance with Section 2(b), the Company will use its reasonable best efforts to cause the election of the 2016 Director and the New Directors (and any respective Replacement) Third Point Designees to the Company’s Board at the 2017 2014 Annual Meeting (including recommending that the Company’s stockholders shareholders vote in favor of the election of the 2016 Director and the New Directors (and any respective Replacement) Third Point Designees (along with all of the Company’s other Company nominees) and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).; (dvi) At the 2017 Annual Meeting, two (2) of the directors serving on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Company, and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), the Board shall not increase the size of the Board to more than ten (10) directors; provided, that during the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving on the Board on the date hereof do not stand for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For agrees that so long as the 2016 Director (or any Replacement) serves following Third Point Designees serve on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) such Third Point Designee shall be appointed offered the opportunity to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as become a member of the Board, it is acknowledged and agreed that the New Directors (and any Replacement) shall be required to comply with all policies, codes and guidelines applicable to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to the New Directors (and any Replacement). (h) The parties agree that the appointment committees of the Initial New Director (and any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director or Replacement qualifying Board as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committee.follows:

Board Representation and Board Matters. (a) The Company will, and Third Point agree as promptly as practicable, follows: (i) the Company and the Board shall take all action necessary (A) to increase the size of the Board by two (2) directors to twelve 14 directors, effective at the close of business on November 29, 2018, and (12B) directors such that there would be two (2) vacancies on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management subject to completion of the Company Company’s standard Director and Officer questionnaire and director background check, which is intended to be completed no later than November 29, 2018, to appoint each of Xxxxx Xxxxxxxxxx and Xxxx Xxxxxxx (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New DirectorsDesignees”) to fill the other newly vacancies created vacancy. Xxxxxxx Capital shall have thereby and serve as directors of the right to privately recommend Company, effective at the close of business on November 29, 2018, until the later of (1) the conclusion of the Company’s 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”) and (2) the date that their successors are duly elected and qualified, subject to the Board one or more candidates for appointment as the Subsequent New Director, each terms of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by this Agreement; (ii) the Company in good faith. The Company hereby agrees not to increase that (A) it shall add an additional independent member of the size Board by no later than the meeting of the Board to be larger than twelve held in May 2019 and (12B) members at any time it shall consult with Third Point and solicit the views and opinions of Third Point with respect to such additional independent Board member, it being agreed that the two individuals identified by Third Point to the Company prior to the date hereof shall be included in the pool of individuals being considered for such Board seat by the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”).; (biii) The the Company’s slate of nominees for election as directors of the Company at the 2017 2018 Annual Meeting shall include be: Xxxxxxx X. Xxxxxxxxx; Xxxxxx X. Xxxxxxx; Xxxxxxx Xxxxxxxx; Xxxxx Xxxxxx Xxxxxx; Xxxxxxx X. Xxxxxxxxx; Xxxx X. Xxxxxxxxxx; Xxxx Xxxxx X. Xxxxxx; Xxxx Xxxxxx; Xxxxx X. XxXxxxxxxx; Xxxx Xxxxxxxx; Xxxxxxxx D. van Beuren; and Xxx X. Xxxxxx; (iv) that no later than the 2016 Director date of this Agreement, Third Point will provide to the Company an executed letter in the form attached hereto as Exhibit A, which includes a consent from each Designee to serve as a director of the Company effective at the close of business on November 29, 2018 (the “Nominee Letter”); (v) the Board, based on information provided by Third Point and the Designees, has determined that the Designees would be independent directors of the Board of the Company under the applicable New Directors York Stock Exchange rules; (vi) that Third Point irrevocably withdraws (A) its letter dated September 7, 2018 providing notice to the Company of its intention to nominate certain individuals for election as directors of the Company at the 2018 Annual Meeting (the “Third Point Shareholder Nomination”) and (B) its letter dated November 9, 2018 providing an update to the Third Point Shareholder Nomination and reducing the number of individuals it intends to nominate for election as directors of the Company at the 2018 Annual Meeting (the “Update to Third Point Shareholder Nomination”); (vii) that each member of Third Point shall immediately cease all efforts, direct or indirect, in furtherance of the Third Point Shareholder Nomination and the Update to Third Point Shareholder Nomination and any Replacement). (c) Subject related solicitation in connection with the Third Point Shareholder Nomination and the Update to Xxxxxxx CapitalThird Point Shareholder Nomination, including any negative solicitation efforts relating to the 2018 Annual Meeting concerning the Company and members of the slate of nominees proposed by the Company, and terminate Third Point’s compliance with Section 2(b)proxy solicitation website, xxxxx://xxx.xxxxxxxxxxxxxxxx.xxx. At the same time, the Company shall immediately cease all direct or indirect negative solicitation efforts relating to the 2018 Annual Meeting concerning Third Point and members of the slate of nominees proposed by Third Point; (viii) Third Point and the Xxxxxxxxxxx Trust each irrevocably withdraws the Stocklist Demand and Books and Records Demand; (ix) the Company, the Board, Third Point, and the Xxxxxxxxxxx Trust shall promptly, but no later than the close of business on November 27, 2018, cause a voluntary stipulation of dismissal with prejudice to be signed and filed in the Proxy Action; (x) if the Company reasonably determines, based on the standard director nominee background check, that any Designee is unable to be appointed to and serve as a member of the Board, or if any Designee does not become a member of the Board for any other reason by the close of business on November 29, 2018 as contemplated hereby, Third Point shall be entitled to designate a replacement for such Designee from the list of Third Point’s initial director nominees for the 2018 Annual Meeting (provided that such replacement is not a Third Point employee or Affiliate) that is reasonably consented to by the Board and shall have the right to continue to do so until such person is consented to by the Board (such consent not to be unreasonably withheld) (a “Replacement”), and the Company shall take all necessary action to implement the foregoing as promptly as practicable. If any Designee becomes a member of the Board by the close of business on November 29, 2018 as contemplated hereby, but thereafter ceases to be a member of the Board for any reason prior to the conclusion of the 2019 Annual Meeting of Shareholders, the Company shall consult with Third Point and solicit the views and opinions of Third Point with respect to a replacement for such Designee and shall consider in good faith offering such Board seat to the individual recommended by Third Point (provided that such individual is not a Third Point employee or Affiliate), and if such individual becomes a member of the Board such individual shall be deemed a Replacement hereunder. Any person that becomes a Replacement shall be deemed to be a Designee for all purposes under this Agreement, and prior to his or her appointment to the Board, shall be required to provide to the Company such information and documentation as is typically required of prospective members of the Board in connection with the customary onboarding process thereof; (xi) the Company agrees that during the Standstill Period (as defined below) for so long as (A) Xxxx Xxxxxxx (or any Replacement therefor) serves on the Board, such Designee (or such Replacement) shall be offered the opportunity to become a member of the Governance Committee of the Board and, if applicable, any other committee of the Board that is charged with overseeing the process for the selection of the next Chief Executive Officer of the Company (the “CEO Search Process”), and (B) without limitation of clause (A), during the Standstill Period (as defined below), for so long as any Designee (or any Replacement therefor), including Xxxx Xxxxxxx, serves on the Board, such Designee (including any Replacement therefor) shall be offered the opportunity to become a member of such committees of the Board selected by the Board promptly following such Designees appointment to the Board (it being agreed that each Designee shall serve on at least one committee of the Board), provided that the Designees (including any Replacements) may serve on the applicable committee of the Board only if he or she meets any independence or other requirements under applicable law and the rules and regulation of the New York Stock Exchange (or other securities exchange on which the Company’s securities may then be traded) for service on such committee. At all times during the Standstill Period (as defined below) any Designee (or Replacement), regardless of whether a member of such committee, shall be entitled, consistent with existing company policies, to attend any meeting of any committee of the Board and participate as a non-voting member (if not a committee member) and shall be entitled to receive any materials distributed to any committee members, so long as such activities do not contravene the independence or other requirements applicable to such committees under applicable law and the rules and regulation of the New York Stock Exchange (or other securities exchange on which the Company’s securities may then be traded); (xii) the Company agrees that for so long as any Designee is on the Board the Company shall notify Third Point in writing (a “Slate Notice”), no later than 30 days prior to the advance notice deadline for making director nominations under the Company’s bylaws at the 2019 Annual Meeting, whether each of the Designees will be included on the Company’s slate of nominees for the 2019 Annual Meeting and whether all members of the Board have confirmed to the Company in writing their agreement to vote in favor of the Company’s proposed slate of directors at such annual meeting, provided that if for any reason the Company fails to include each of the Designees on the Company’s slate of nominees at any annual meeting the Company shall inform Third Point thereof in writing and the Company shall thereafter take such action (including extending the director nomination deadline) to ensure that Third Point has at least 45 days from the date that the Company informs Third Point in writing that any of the Designees shall not be on such slate to submit director nominations for such annual meeting in accordance with the bylaws of the Company, and the Company shall not hold any such annual meeting for at least 75 days from the date that the Company so informs Third Point thereof. The Company further agrees that for the 2019 Annual Meeting to the extent any Designee is nominated by the Company and agrees to serve, the Company shall use commercially reasonable best efforts to cause the election of such Designee so nominated by the 2016 Director and the New Directors (and any respective Replacement) to the Board at the 2017 Annual Meeting Company (including recommending that the Company’s stockholders shareholders vote in favor of the election of the 2016 Director and the New Directors (and any respective Replacement) (along with all of such Designee, including such Designee in the Company’s nominees) proxy statement for such annual meeting and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) such Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate); and (xiii) the Company agrees that, until the 1-year anniversary of the date of this Agreement, it shall provide Third Point the opportunity to meet with the Board for no less than 60 minutes at least twice in the next twelve-month period and with the Company’s Chief Executive Officer for no less than 60 minutes at least twice in the next twelve-month period, in each case to enable Third Point to provide its thoughts and views to the Board and the Chief Executive Officer with respect to Company performance, strategy and other matters that Third Point determines to be relevant, and the Company shall consider in good faith the views and thoughts provided by Third Point and shall provide substantive responses to Third Point with respect thereto. (db) At the 2017 Annual MeetingThird Point acknowledges that, two (2) of the directors serving on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Company, and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), the Board shall not increase the size of the Board to more than ten (10) directors; provided, that during the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving on the Board on the date hereof do not stand for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 Director (or any Replacement) serves on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as a member of the Board, it is acknowledged and agreed that the New Directors (and any Replacement) shall be Designees are required to comply with all policies, codes procedures, processes, codes, rules, standards and guidelines generally applicable to Board members, copies including the Company’s code of whichbusiness conduct and ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance standards, in each case, case that have been provided to Xxxxxxx Capital and will be provided identified to the New Directors (Designees, and any Replacement). (h) The parties agree that preserve the appointment confidentiality of Company business and information, including discussions or matters considered in meetings of the Initial New Director (and any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director Board or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the CompanyBoard committees. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee Third Point further acknowledges that following their appointment to the Board, and such nominee Third Point will be subject to this same process. The not communicate with the Designees regarding the Company without the prior written consent of the Company (but the foregoing shall in no way limit any communications with the Company and Xxxxxxx Capital the full Board or with any full committee thereof) and that Third Point shall use their respective reasonable best efforts (subject not compensate the Designees in any way, including, without limitation, reimbursing expenses, provided that Third Point can fulfill any obligations owed to such Designees pursuant to agreements disclosed to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions Company prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent directordate hereof. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committee.

Board Representation and Board Matters. (a) The Company willand the Icahn Group agree as follows: (i) on the date of this Agreement, as promptly as practicablethe Company shall take all necessary action to procure and accept the resignation of each of Xxxxxx Xxxxxx, increase the size of Xxxxx Xxxxx, Xxxxxxx Xxxxxx and Xxxxxxx Xxxxxx from the Board by two (2) directors to twelve (12) directors such that there would be two (2) vacancies on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any Directors of its Affiliates or a former member of management of the Company (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, Board”) and to appoint Xxxxxxx Xxxxxxxx (the “New DirectorsIndependent Director”) and each of Xxxxx Xxxxx, Xxxxxxxx Xxxxxx and Xxxxxx Xxxxxxx (collectively the “Icahn Designees” and each an “Icahn Designee”) to the fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment resulting vacancies effective immediately; (ii) as long as the Subsequent New Director, each Icahn Group has not materially breached this Agreement and failed to cure such breach within five business days of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by written notice from the Company in good faith. The specifying any such breach, the Company hereby agrees not to increase that the size of the Board to be larger than twelve (12) members at any time prior to the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”). (b) The Company’s slate of nominees for election as directors to the Board at the 2018 annual meeting of stockholders of the Company (the “2018 Annual Meeting”) will consist only of the following 11 individuals (collectively, the “2018 NWL Slate”): the New Independent Director, each of the Icahn Designees, Xxxxxxx Xxxx, Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxx Crew, Xxxxxx Xxxxxxxx and one other individual (who shall not be an employee of any member of the Icahn Group) designated by Icahn and approved by the Board, such approval not to be unreasonably withheld, conditioned or delayed (the “Additional New Independent Director” and together with the New Independent Director, the “New Independent Directors”); provided, however, that should any of the foregoing nominees on the 2018 NWL Slate other than the Icahn Designees or the New Independent Directors resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving, on the Board, the Company shall be entitled to nominate a replacement to be elected to the Board at the 2017 2018 Annual Meeting shall include the 2016 Director and the New Directors (and any Replacement)Meeting. (ciii) Subject to Xxxxxxx Capital’s compliance with Section 2(b), the Company will shall use reasonable best efforts to cause the election of the 2016 Director Icahn Designees and the New Independent Directors (and any respective Replacement) to nominated by the Board Company at the 2017 2018 Annual Meeting (including recommending that the Company’s stockholders vote in favor of the election of the 2016 Director Icahn Designees and the New Independent Directors, including the Icahn Designees and the New Independent Directors (and any respective Replacement) (along with all of in the Company’s nominees) proxy statement and proxy card for the 2018 Annual Meeting and otherwise supporting the 2016 Director Icahn Designees and the New Independent Directors (and any respective Replacement) for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).; (div) At that as a condition to the 2017 Icahn Designees’ appointment to the Board, the Icahn Designees agree to provide to the Company, prior to nomination and appointment and on an on-going basis while serving as a member of the Board, such information and materials as the Company routinely receives from other members of the Board or as is required to be disclosed in proxy statements under applicable law or as is otherwise reasonably requested by the Company from time-to-time from all members of the Board in connection with the Company’s legal, regulatory, auditor or stock exchange requirements, including a completed D&O Questionnaire in the form separately provided to the Icahn Group (the “Nomination Documents”); (v) that should any Icahn Designee or New Independent Director resign from the Board (other than, in the case of an Icahn Designee, as required by Section 1(c)) or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving, on the Board (other than as a result of not being nominated by the Company for an annual meeting of stockholders subsequent to the 2018 Annual Meeting), as long as the Icahn Group has not materially breached this Agreement and failed to cure such breach within five business days of written notice from the Company specifying any such breach, the Icahn Group shall be entitled to designate, and the Company shall cause to be added as a member of the Board and/or as a nominee on the 2018 NWL Slate, as applicable, a replacement that is approved by the Board, such approval not to be unreasonably withheld, conditioned or delayed (an “Acceptable Person”) (and if such proposed designee is not an Acceptable Person, the Icahn Group shall be entitled to continue designating a recommended replacement until such proposed designee is an Acceptable Person) (a “Replacement”). Any such Replacement who becomes a Board member in replacement of any Icahn Designee or New Independent Director shall be deemed to be an Icahn Designee or New Independent Director, as applicable, for all purposes under this Agreement. For the avoidance of doubt, in no event will the Board be required to approve any individual employed by any member of the Icahn Group as a Replacement for any New Independent Director; (vi) that for any annual meeting of stockholders subsequent to the 2018 Annual Meeting, two the Company shall notify the Icahn Group in writing no less than thirty-five (235) of calendar days before the directors serving on advance notice deadline set forth in the Board on Company’s By-Laws whether the date hereof (other than Icahn Designees and the 2016 Director and Initial New Director) shall not Independent Directors will be nominated by the Company for re-election as directors at such annual meeting and, if the Icahn Designees and the New Independent Directors are to be so nominated, shall use reasonable best efforts to cause the election of the Icahn Designees and the New Independent Directors so nominated by the Company, and the Board shall take all necessary actions to decrease the size of the Board from twelve Company (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion of including recommending that the Company’s 2018 stockholders vote in favor of the election of the Icahn Designees and the New Independent Directors, including the Icahn Designees and the New Independent Directors in the Company’s proxy statement and proxy card for such annual meeting and otherwise supporting the Icahn Designees and the New Independent Directors for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate); (vii) that as of shareholders the date of this Agreement, the Company represents and warrants that, prior to the Board appointing the Icahn Designees and the New Independent Director as directors and prior to the effectiveness of the resignations contemplated by Section 1(a)(i), the Board is composed of nine (9) directors and that there are no vacancies on the “Board. The Company agrees that: (A) from and after the date of this Agreement until the 2018 Annual Meeting”), so long as an Icahn Designee is a member of the Board, without the approval of the Icahn Designees who are then members of the Board, the Board shall not increase the size of the Board to more than ten above nine (109) directors, each having one vote on all matters (it being understood that the Icahn Designees shall consent to and approve an increase in the size of the Board to eleven (11) for purposes of nominating the 2018 NWL Slate for election at the 2018 Annual Meeting); provided, that during and (B) from and after the period between the 2017 Annual Meeting and date of the 2018 Annual Meeting, so long as an Icahn Designee is a member of the Company Board, without the approval of the Icahn Designees who are then members of the Board, the Board shall be permitted to not increase the size of the Board in order to appoint additional highly qualified independent above eleven (11) directors, recommended by each having one vote on all matters; (viii) that from and after the Nomination and Governance Committee and approved by the Boarddate of this Agreement, so long as an equivalent number Icahn Designee is a member of directors serving on the Board: (1) the Board on shall not form an Executive Committee or any other committee with functions similar to those customarily granted to an Executive Committee; (2) the date hereof do Board shall not stand for re-election form any new committee without offering to at least one Icahn Designee the 2018 Annual Meeting. Xxxxxxx Capital opportunity to be a member of such committee (provided, however that if such committee has more than three (3) members then two Icahn Designees shall have the right be offered to privately recommend be appointed to such committee (to the Nomination and Governance Committee one extent there are two or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 Director (or any Replacement) serves Icahn Designees then on the Board)); and (3) with respect to any Board consideration of appointment and employment of executive officers, but subject to compliance mergers, acquisitions of material assets, dispositions of material assets, or other extraordinary transactions, such consideration, and voting with respect thereto, shall take place only at the full Board level or in committees of which one of the Icahn Designees is a member. Each of the Icahn Designees confirms that he or she will in good faith consider recusal from such portions of Board or committee meetings, if any, involving actual conflicts between the Company and the Icahn Group. Based upon the representation provided by the Icahn Group in Section 6 of this Agreement, the Company acknowledges and agrees that the Icahn Designees do not have a material relationship with the Company as such term is used in Section 303A.02 of the New York Stock Exchange listing requirements regarding independence Listed Company Manual (the “NYSE Manual”) by virtue of directors the Icahn Group’s beneficial ownership of Common Shares as of the date of this Agreement; (ix) that, to the extent permitted by law and committee membersthe Company’s existing insurance coverage, from and after the date of this Agreement, the 2016 Icahn Designees shall be covered by the same indemnification and insurance provisions and coverage as are applicable to the individuals that are currently directors of the Company; (x) concurrently with their appointments to the Board pursuant to Section 1(a)(i) or, in the case of the Additional New Independent Director, election to the Board pursuant to Section 1(a)(ii), the Board will appoint: (1) Xxxxxxxx Xxxxxx as Chairman of the Finance Committee of the Board, which shall not have more than four (4) members; (2) Xxxxx Xxxxx to the Finance Committee; (3) Xxxxxxx Xxxxxxxx and the Additional New Independent Director (or any Replacementif the Additional New Independent Director is qualified) shall be appointed to the Nomination Audit Committee of the Board; (4) Xxxxxxxx Xxxxxx and Xxxxx Xxxxx to the Organizational Development & Compensation Committee of the Board, which shall not have more than four (4) members; and (5) Xxxxxx Xxxxxxx and the Additional New Independent Director to the Nominating/Governance Committee of the Board, which shall not have more than four (4) members; and (xi) concurrently with his appointment to the Board pursuant to Section 1(a)(i), the Board will appoint the New Independent Director as the independent, non-executive Chairman of the Board (it being understood and agreed that the Board shall not have an Executive Chairman or any other Chairman other than the New Independent Director) and from and after such appointment, so long as at least two Icahn Designees are members of the Board, the Board shall not appoint any other person as Chairman without the approval of at least one of the Icahn Designees who are then members of the Board, such approval not to be unreasonably withheld, conditioned or delayed. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (gb) At all times while serving from the date of this Agreement through the termination of their service as a member of the Board, it is acknowledged and agreed that each of the New Directors (and any Replacement) Icahn Designees shall be required to comply with all written policies, codes procedures, processes, codes, rules, standards and guidelines applicable to Board members, copies members and of which, in each case, which the Icahn Designees have been provided to Xxxxxxx Capital written copies in advance (or which have been filed with the Securities and will be provided Exchange Commission or posted on the Company’s website), including but not limited to the New Directors Company’s code of business conduct and ethics, standards of business conduct, securities trading policies, xxxxxxx xxxxxxx policy, directors confidentiality policy, directors’ code of conduct, and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees (except as permitted in the confidentiality agreement to be entered into pursuant to Section 4 of this Agreement). For the avoidance of doubt, without limiting the applicability of relevant laws, the Company agrees that such policies, procedures, processes, codes, rules, standards and guidelines shall not be applicable to, or deemed to apply or extend to, the any Replacementmember (individual or entity) of the Icahn Group (other than their application to each of the Icahn Designees). (hc) The parties agree that Any provision in this Agreement to the appointment contrary notwithstanding, if at any time after the date of this Agreement, the Icahn Group, together with all controlled Affiliates of the Initial New Director members of the Icahn Group (such controlled Affiliates, collectively and individually, the “Icahn Affiliates”), ceases collectively to beneficially own (as defined in Rule 13d-3 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), an aggregate Net Long Position (X) in at least 3.0% of the total outstanding shares of common stock, par value $1.00 per share, of the Company (“Common Shares”) (as adjusted for any Replacement) is subject to stock dividends, combinations, splits, recapitalizations and the like), (i1) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director Icahn Group shall cause one of the Company. In Icahn Designees who is employed by a member of the event Icahn Group as of the Board finds the Initial New Director date of this Agreement (or any their Replacement) to be unsuitable, promptly tender his or her resignation from the Board and reasonably objects to any committee of the identified Initial New Director (Board on which he or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 she then sits and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital Company shall have no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation further obligations under this Section 1 with respect to such Replacement more than two Icahn Designees, or (Y) in at least 1.5% of the total outstanding Common Shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the completion like), (1) the Icahn Group shall cause each Icahn Designee who is employed by a member of an interview the Icahn Group as of such Replacement by the Nomination date of this Agreement (or their Replacement) to promptly tender his or her resignation from the Board and Governance Committee)any committee of the Board on which he or she then sits and (2) the Company shall have no further obligations under this Section 1 with respect to more than one Icahn Designee. Without limiting The Icahn Group shall, upon request, keep the foregoing, Company regularly apprised of the Company’s reasonable best efforts to appoint Net Long Position of the Subsequent New Director no later than Icahn Group and the New Director Appointment Time shall include using reasonable best efforts to take all actions prior Icahn Affiliates to the appointment of the Subsequent New Director, including identifying such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or extent that such director position differs from the ownership positions publicly reported on the Icahn Group’s Schedule 13D and amendments thereto. For purposes of this Agreement: the term “Net Long Position” shall mean: such Common Shares beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis, provided that “Net Long Position” shall not include any shares as to which such person does not have the relevant expertise right to vote or experience necessary direct the vote or appropriate as to serve on which such committeeperson has entered into a derivative or other agreement, arrangement or understanding that xxxxxx or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares; and the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

Board Representation and Board Matters. (a) The Concurrently with the execution of this Agreement, the Company will, as promptly as practicable, increase has (i) increased the size of the Board by two (2) directors to twelve (12) directors such that there would be two (2) vacancies on the Board and appoint (xii) appointed Xxxxxxx Xxxxxxxxx (“Xx. Xxxxxxxxx”) and Xxxxx Xxxxxxx (“Xx. Xxxxxxx”, each of Xx. Xxxxxxxxx and Xx. Xxxxxxx a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company (collectively, “Glenview Designee” and together the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New DirectorsGlenview Designees”) to fill the other newly created vacancyvacancies. Xxxxxxx Capital shall have Each of the right to privately recommend Glenview Designees has previously executed and delivered to the Board one or more candidates for appointment Company (x) a completed director and officer questionnaire (the “D&O Questionnaire”), in the form provided to Glenview, (y) an executed letter in the form attached hereto as Exhibit A (the Subsequent New Director“Nominee Letter”) and (z) an executed irrevocable resignation in the form attached hereto as Exhibit B-1 (in the case of Xx. Xxxxxxxxx) and Exhibit B-2 (in the case of Xx. Xxxxxxx) (the “Resignation Letters” and together with the D&O Questionnaire and the Nominee Letter, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith“Nomination Documents”). The Company hereby agrees not to increase that the size of the Board shall not increase to be larger than twelve fourteen (1214) members at any time prior to directors through the date of the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”), after which, during the Standstill Period, the size of the Board shall not exceed twelve (12) directors. (b) The CompanySubject to Glenview’s compliance with Section 2, the Company will include the Glenview Designees in its slate of nominees for election as directors of the Company at the Company’s 2016 annual meeting of shareholders (the “2016 Annual Meeting”) and, if the Glenview Designees agree to serve, at the 2017 Annual Meeting shall include the 2016 Director and the New Directors (and any Replacement)Meeting. (c) Subject to Xxxxxxx CapitalGlenview’s compliance with Section 2(b)2, the Company will use reasonable best efforts to cause the election of the 2016 Director and the New Directors (and any respective Replacement) Glenview Designees to the Board at the 2016 Annual Meeting, and, if the Glenview Designees agree to serve, at the 2017 Annual Meeting (including recommending that the Company’s stockholders shareholders vote in favor of the election of the 2016 Director and the New Directors (and any respective Replacement) Glenview Designees (along with all of the Company’s nominees) and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) Glenview Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (d) At the 2017 Annual Meeting, two (2) of the directors serving on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Company, and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), the Board shall not increase the size of the Board to more than ten (10) directors; provided, that during the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving on the Board on the date hereof do not stand for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 Director (or any Replacement) serves Glenview Designees serve on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee membersmembers including applicable enhanced requirements with respect to certain committees, including the 2016 Director Human Resources (or any ReplacementCompensation) Committee, Xx. Xxxxxxxxx shall be appointed to the Nomination Human Resources (Compensation) Committee of the Board and the Health IT Committee of the Board and Xx. Xxxxxxx shall be appointed to the Nominating and Corporate Governance Committee of the Board and the Quality, Compliance & Ethics Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (ge) At all times while serving as a member of the Board, it is acknowledged and agreed that the New Directors Glenview Designees shall (and any Replacementi) shall be required to comply with all policies, codes procedures, processes, codes, rules, standards and guidelines applicable to Board members, copies including the Company’s Standards of whichConduct, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in each case, have been meetings of the Board or Board committees and (ii) be provided the same access to information of the Company as that provided to Xxxxxxx Capital and will other independent directors of the Company in their capacity as a member of the Board (all subject to Section 4 of this Agreement). (f) Should a Glenview Designee or an Independent Nominee (as defined in Section 1(j)) be provided rendered unable to serve on the Board at any time (other than as a result of not being nominated by the Company for an annual meeting subsequent to the New Directors 2017 Annual Meeting), the Company shall, at the request of Glenview, add as a member of the Board a replacement that is approved by the Board and by Glenview (a “Replacement”); provided, that in the case of the Glenview Designees, such Replacement shall be a member of Glenview with similar skills and responsibilities as the Glenview Designee. In addition, any Replacementsuch Replacement who becomes a Board member in replacement of a Glenview Designee shall be deemed to be a Glenview Designee for all purposes under this Agreement, and all Replacements (including a Replacement of an Independent Nominee) prior to his or her appointment to the Board, shall be required to provide to the Company equivalent Nomination Documents and meet with representatives of the Nominating and Corporate Governance Committee of the Board in accordance with the practices of the Board and the Nominating and Corporate Governance Committee. (g) If at any time after the date hereof, Glenview, together with all controlled Affiliates of the members of Glenview (such controlled Affiliates, collectively and individually, the “Glenview Affiliates”), ceases collectively to Beneficially Own, an aggregate Net Long Position of at least (x) 10% of the outstanding Common Stock as of such date, the Resignation Letter previously provided by Xx. Xxxxxxxxx in the form of Exhibit B-1 shall become effective, and/or (y) 5% of the outstanding Common Stock as of such date, the Resignation Letters previously provided by both Xx. Xxxxxxxxx and Xx. Xxxxxxx in the form of Exhibit B-1 and Exhibit B-2 shall become effective. Glenview shall keep the Company regularly apprised of the Net Long Position of Glenview and the Glenview Affiliates to the extent that Glenview is no longer subject to Section 16 of the Exchange Act and such position differs from the ownership positions publicly reported on Glenview’s Schedule 13D and amendments thereto. (h) The parties agree that If at any time after the appointment date hereof Glenview or any of the Initial New Director Glenview Affiliates breaches in any material respect any of the terms of this Agreement and (i) if such breach is curable, fails to cure such breach within ten business days following the receipt of written notice thereof from the Company specifying such breach or (ii) if such breach is not curable, immediately upon the receipt of written notice thereof from the Company specifying such breach, the Resignation Letters previously provided by the Glenview Designees shall become effective, and any Replacementthe Company shall have no further obligations under this Section 1. (i) is subject Upon the execution of this Agreement, Glenview irrevocably agrees not to (i) nominate any person for election at the 2016 Annual Meeting or the 2017 Annual Meeting, (ii) submit any proposal for consideration at, or bring any other business before, the 2016 Annual Meeting or the 2017 Annual Meeting, directly or indirectly, or (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2016 Annual Meeting or the 2017 Annual Meeting, directly or indirectly, and shall not permit any of its Affiliates to do any of the items in this Section 1(i). During the Standstill Period (as defined in Section 2(a)), Glenview shall not and shall not permit any of its Affiliates to publicly or privately encourage or support any other stockholder or third party to take any of the actions described in this Section 1(i). (j) Between December 15, 2016 and January 31, 2017 Glenview may propose two individuals for nomination to the Board, who have the relevant business experience to be a director of the Company and are independent of both Glenview (i.e., are not a current or former employee or Affiliate of Glenview or any of its Affiliates and are not full time managers or employees of any other hedge fund) and the Company (for purposes of NYSE listed company governance rules) (the “Independent Nominees”). The appointment of the Independent Nominees to the Board shall be subject to the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and the Nominating and Corporate Governance Committee of the Board fulfilling its responsibilities to review candidates for the Board and make recommendations to the Board regarding the qualifications of candidates for the Board. Unless the Board finds that one or both of the Independent Nominees are not reasonably acceptable to the Board, acting in good faith and the Company provides Glenview in writing the reasons for such determination of unacceptability by the Board (ii) an “Unacceptability Notice”), then the Board shall promptly thereafter appoint the Independent Nominees to the Board, such Initial New Director or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience appointments to be effective January 31, 2017 (or a director of the Company. In date promptly thereafter in the event the Board finds and/or the Initial New Director (Nominating and Corporate Governance Committee have not completed their respective reviews described herein). If the Company sends Glenview an Unacceptability Notice for one or both of the Independent Nominees, then Glenview may propose another individual or other individuals, as applicable, as the Independent Nominee or Nominees and any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee Independent Nominee will be subject to this the same process. The Subject to the last sentence of Section 1(a), the appointments of the Independent Nominees shall not increase the size of the Board to be larger than fourteen (14) directors (it being agreed and understood that such appointments shall, when necessary to comply with such limitation on the size of the Board, occur concurrently with the resignation of an existing member of the Board (other than the Glenview Designees)). (k) Subject to Glenview’s compliance with Section 2, the Company will (i) include the Independent Nominees in its slate of nominees for election as directors of the Company at the 2017 Annual Meeting and Xxxxxxx Capital shall (ii) use their respective reasonable best efforts (subject to cause the election of the Independent Nominees to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for Board at the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, including recommending that the Company’s reasonable best efforts to appoint shareholders vote in favor of the Subsequent New Director election of the Independent Nominees (along with all the Company’s nominees) and otherwise supporting the Independent Nominees for election in a manner no later less rigorous and favorable than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to manner in which the appointment of Company supports its other nominees in the Subsequent New Director, including identifying such highly qualified independent directoraggregate). (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committee.

Board Representation and Board Matters. (a) The Company will, as promptly as practicable(i) no later than February 29, 2016, increase the size of the Board by two one (21) directors director to twelve eleven (1211) directors such that there would be two one (21) vacancies vacancy on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company (collectively, the “Applicable Criteria”)Affiliates) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one the newly created vacancy and (yii) no later than March 31, 2016, further increase its Board size by one additional member (to 12 members total) and appoint a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith). The Company hereby agrees not to increase the size of the Board to be larger than twelve (12) members at any time prior to the Company’s 2017 2016 annual meeting of shareholders (the “2017 2016 Annual Meeting”). (b) The Company’s slate of nominees for election as directors of the Company at the 2017 2016 Annual Meeting shall include the 2016 Director and the New Directors (and any Replacement). (c) Subject to Xxxxxxx Capital’s compliance with Section 2(b), the Company will use reasonable best efforts to cause the election of the 2016 Director and the New Directors (and any respective Replacement) to the Board at the 2017 2016 Annual Meeting (including recommending that the Company’s stockholders vote in favor of the election of the 2016 Director and the New Directors (and any respective Replacement) (along with all of the Company’s nominees) and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (d) At the 2017 2016 Annual Meeting, two (2) of the directors serving on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for seek re-election as directors by the Company, and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 2016 Annual Meeting. After the 2017 2016 Annual Meeting and through the completion of the Company’s 2018 2017 annual meeting of shareholders (the “2018 2017 Annual Meeting”), the Board shall not increase the size of the Board to more than ten (10) 10 directors; provided, that during the period between the 2017 2016 Annual Meeting and the 2018 2017 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving on the Board on the date hereof do not stand for re-election at the 2018 2017 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 Initial New Director (or any Replacement) serves on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Initial New Director (or any Replacement) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective ReplacementsReplacement) shall be entitled to resign from the Board at any time in his/her his discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements Replacement thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 2017 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as a member of the Board, it is acknowledged and agreed that the New Directors (and any Replacement) shall be required to comply with all policies, codes and guidelines applicable to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to the New Directors (and any Replacement). (h) The parties agree that the appointment of the Initial New Director (and any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the any Initial New DirectorsDirector proposed by Xxxxxxx Capital, no later than the earlier of (1) April 8February 29, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and 2016, (y) the Subsequent New Director, no later than March 31, 2016 and (z) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time March 31, 2016, shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committee.

Board Representation and Board Matters. (a) The Company willand the Icahn Group agree as follows: (i) on or prior to the date of this Agreement, as promptly as practicable, increase the size of the Board by two (2) directors to twelve (12) directors such that there would be two (2) vacancies on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall take or shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not taken all necessary action to increase the size of the Board of Directors of the Company (the “Board”) by two (2) seats to be larger than twelve thirteen (1213), and following consultation with the Icahn Group, to appoint Xxxxx Xxxx and Xxxxxx Xxxx (Messrs. Xxxx and Xxxx, collectively, the “Icahn Designees” and each an “Icahn Designee”) members to fill the resulting vacancies, effective on the date of this Agreement, each with a term expiring at any time prior to the Company’s 2017 2023 annual meeting of shareholders of the Company (the “2017 2023 Annual Meeting”). (bii) The as long as the Icahn Group has not materially breached this Agreement and failed to cure such breach within five (5) business days of written notice from the Company specifying any such breach, the Company agrees that the Company’s slate of nominees for election as directors of to the Company Board at the 2017 2023 Annual Meeting shall include will consist of no more than fourteen (14) individuals (collectively, the 2016 Director “2023 Crown Slate”) and will include, subject to their willingness and consent to serve, the New Directors (and any Replacement)Icahn Designees. (ciii) Subject to Xxxxxxx Capital’s compliance with Section 2(b), the Company will shall use reasonable best efforts to cause the election of each of the 2016 Director and the New Directors (and any respective Replacement) to the Board Icahn Designees at the 2017 2023 Annual Meeting (including by (A) recommending that the Company’s stockholders shareholders vote in favor of the election of each of the 2016 Director and Icahn Designees, (B) including each of the New Directors (and any respective Replacement) (along with all of Icahn Designees in the Company’s nomineesproxy statement and proxy card for the 2023 Annual Meeting and (C) and otherwise supporting each of the 2016 Director and the New Directors (and any respective Replacement) Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). The Icahn Group agrees not to conduct a proxy contest or engage in any solicitation of proxies regarding any matter, including the election of directors, with respect to the 2023 Annual Meeting. (div) At that as a condition to the 2017 Annual Meeting, two Icahn Designees’ (2and any Replacement Designees’) of the directors serving on appointment to the Board on and subsequent nomination for election, the date hereof Icahn Designees each agree (other than and the 2016 Director Icahn Group agrees to cause the Icahn Designees and Initial New Directorany Replacement Designees) shall not be nominated for re-election as directors by to provide to the Company, prior to nomination and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting appointment and through the completion of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), the Board shall not increase the size of the Board to more than ten (10) directors; provided, that during the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as on an equivalent number of directors serving on the Board on the date hereof do not stand for reon-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 Director (or any Replacement) serves on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times going basis while serving as a member of the Board, it such information and materials as the Company routinely receives from other members of the Board or as is acknowledged required to be disclosed in proxy statements under applicable law or as is otherwise reasonably requested by the Company from time to time from all members of the Board in connection with the Company’s legal, regulatory, auditor or stock exchange requirements, including, but not limited to, a completed D&O Questionnaire in the form separately provided by the Company to the Icahn Group (the “Nomination Documents”). (v) that, subject to Section 1(c) below, should any Icahn Designee resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving, on the Board (other than as a result of not being nominated by the Company for election at an annual meeting of shareholders subsequent to the 2023 Annual Meeting, following which the Icahn Group’s replacement rights pursuant to this Section 1(a)(v) shall terminate with respect to such Icahn Designee), as long as the Icahn Group has not materially breached this Agreement and agreed failed to cure such breach within five (5) business days of written notice from the Company specifying any such breach, the Icahn Group shall be entitled to designate, and the Company shall cause to be added as a member of the Board or as a nominee on the 2023 Crown Slate, as applicable, a replacement that is approved by the New Directors Board, such approval not to be unreasonably withheld, conditioned or delayed (an “Acceptable Person”) (and if such proposed designee is not an Acceptable Person, the Icahn Group shall be entitled to continue designating a recommended replacement until such proposed designee is an Acceptable Person) (a “Replacement Designee”). Any such Replacement Designee who becomes a Board member in replacement of any Replacement) Icahn Designee shall be deemed to be an Icahn Designee for all purposes under this Agreement and, as a condition to being appointed to the Board, shall be required to comply with all policies, codes and guidelines applicable sign a customary joinder to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to the New Directors (and any Replacement)this Agreement. (hvi) The parties agree that for the appointment avoidance of the Initial New Director (and any Replacement) is subject to (i) doubt, the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review approval of a questionnaire for director nominees, a background check and interviewsReplacement Designee pursuant to Section 1(a)(v) and shall not be considered unreasonably withheld if such replacement: (iiA) such Initial New Director or Replacement qualifying does not qualify as “independent” pursuant to the NYSE listing standards and having Rules (as defined below), (B) does not have the relevant financial and business experience to be a director of the Company. In , (C) does not satisfy the event requirements set forth in the Company Policies (as defined below), in each case as in effect as of the date of this Agreement or such additional or amended guidelines and policies approved by the Board finds that are applicable to all directors of the Initial New Company, or (D) serves on the board of directors or as an employee or otherwise has a material relationship with a competitor, supplier, customer or other entity which could create a potential conflict with the interests of the Company (collectively clauses (A) through (D), the “Director Criteria”); provided that (or i) no new Director Criteria will be adopted that would have prevented the Icahn Designees from becoming directors had such criteria been in effect as of the date of this Agreement, and (ii) based on the information which the Icahn Group and the Icahn Designees have provided to the Company as of the date of this Agreement, the Company acknowledges that Xxxxx Xxxx and Xxxxxx Xxxx each are deemed to satisfy the requirements of Section 1(a)(vi)(B). (vii) that (A) for any Replacementannual meeting of shareholders subsequent to the 2023 Annual Meeting, the Company shall notify the Icahn Group in writing no less than thirty (30) days before the advance notice deadline set forth in the Company’s Bylaws whether the Icahn Designees will be nominated by the Company for election as directors at such annual meeting and (B) if the Icahn Designees are to be unsuitableso nominated, shall use reasonable best efforts to cause the election of the Icahn Designees so nominated by the Company (including by (x) recommending that the Company’s shareholders vote in favor of the election of the Icahn Designees, (y) including the Icahn Designees in the Company’s proxy statement and proxy card for such annual meeting and (z) otherwise supporting the Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate), and reasonably objects the Icahn Group agrees not to conduct a proxy contest or engage in any solicitation of proxies regarding any matter, including the election of directors, with respect to any such annual meeting at which the Company has nominated Icahn Designees and such Icahn Designees have consented to being named, and are named, in the proxy statement relating to such annual meeting. (viii) that as of the date of this Agreement, the Company represents and warrants that, (A) prior to the identified Initial New Director Board appointing the Icahn Designees as directors, the Board is composed of eleven (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to 11) directors and that there are no vacancies on the Board, and such nominee (B) immediately after the Board appoints the Icahn Designees as directors, the Board will be subject to composed of thirteen (13) directors and that there will be no vacancies on the Board. (ix) that from and after the date of this same process. The Company Agreement, so long as an Icahn Designee is a member of the Board, any Board consideration of appointment and Xxxxxxx Capital employment of the Chief Executive Officer or Chief Financial Officer of the Company, mergers and acquisitions of material assets, or dispositions of material assets, or similar extraordinary transactions, such consideration, and voting with respect thereto shall use their respective reasonable best efforts take place only at the full Board level or in committees of which one of the Icahn Designees is a member (subject to for the candidates meeting avoidance of doubt, nothing in this Agreement changes, amends, or modifies the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable authority, duties and in obligations of the case Compensation Committee of the Board). (x) each of the Icahn Designees confirms that he or she will recuse himself or herself from such portions of Board or committee meetings, if any, involving actual conflicts between the Company and the Icahn Group. Promptly following the receipt of the Nomination Documents, the Board shall make a determination as to whether the Icahn Designees, based solely upon the representations provided by the Icahn Group in Section 7 of this Agreement and the information provided to the Board by the Icahn Designees in the Nomination Documents, are independent under the Board’s independence guidelines, the independence requirements of the New DirectorsYork Stock Exchange (the “NYSE Rules”), and the independence standards applicable to the Company under paragraph (a)(1) of Item 407 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As applicable, the Icahn Designees (and the Replacement Designees) will comply with any additional requirements under the federal securities laws with respect to any specific committee on which they may serve. (xi) that, to the extent permitted by law and the Company’s existing insurance coverage, from and after the time the Icahn Designees are members of the Board, the Icahn Designees shall be covered by the same indemnification and insurance provisions and coverage as are applicable to the individuals that are currently directors of the Company, and at such time the Icahn Designees are no later longer members of the Board, then the same indemnification and insurance provisions and coverage as are applicable to former directors of the Company. (xii) subject to compliance with all stock exchange rules, the Board will consider appropriate appointments for the Icahn Designees to applicable Board committees as they would consider such appointments for other Board candidates. Notwithstanding the foregoing, the Company acknowledges that for so long as the Icahn Designees are members of the Board, the Icahn Designees shall have the same rights as any other director with respect to being permitted to attend (as an observer and without voting rights) any committee meeting regardless of whether such director is a member of such committee, except in cases where privileged matters will be discussed or reviewed (unless the Icahn Designees commit, in writing, on terms reasonably satisfactory to the Company, not to share information relating to such matters with the Icahn Group, including its Affiliates, Associates and representatives), where the matters under consideration involve an actual conflict of interest between the Company and the Icahn Group or its Affiliates or Associates, or where, upon advice of outside counsel to the Company, the Icahn Designees attendance would jeopardize any legal privilege. Notwithstanding the foregoing, the Icahn Designees shall not be entitled to materials prepared by or for the Company or the Board in connection with its consideration and evaluation of the Icahn Group or the Icahn Designees or its negotiation of this Agreement. (b) At all times from the date of this Agreement through the termination of their service as a member of the Board, each of the Icahn Designees shall comply with all written policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-employee Board members and of which the Icahn Designees have been provided written copies in advance (or which have been filed with the Securities and Exchange Commission (“SEC”) or posted on the Company’s website), including the Company’s Code of Business Conduct and Ethics, Corporate Governance Guidelines, Securities Trading and SEC Compliance and Reporting Policy and its other corporate policies (collectively, the “Company Policies”), and shall preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees (except to the extent permitted in the Confidentiality Agreement (as defined below) to be entered into pursuant to Section 5 of this Agreement). In addition, each of the Icahn Designees is aware of and shall act in accordance with his or her fiduciary duties with respect to the Company. For the avoidance of doubt, the Parties agree that notwithstanding the terms of any Company Policies, in no event shall any Company Policy apply to the Icahn Group, other than the earlier Icahn Designees in their capacity as members of the Board or as provided in the Confidentiality Agreement or may be agreed with the Icahn Group from time to time. (c) Any provision in this Agreement to the contrary notwithstanding, if at any time after the date of this Agreement, the Icahn Group, together with any Icahn Affiliates (as defined below), ceases collectively to beneficially own (for all purposes in this Agreement, the terms “beneficially own” and “beneficial ownership” shall have the meaning ascribed to such terms as defined in Rule 13d-3 (as in effect from time to time) promulgated by the SEC under the Exchange Act), an aggregate Net Long Position (x) in at least 7,196,865 of the total outstanding shares of Common Stock, at a par value per share of $5.00 (“Common Shares”) (as adjusted for any stock dividends, combinations, splits, recapitalizations and similar type events), (1) April 8one of the Icahn Designees (or, 2017 if applicable, his or her Replacement Designee) shall, and the Icahn Group shall cause such Icahn Designee to, promptly tender his or her resignation from the Board and any committee of the Board on which he or she then sits and (2) the mailing of Icahn Group shall not have the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and right to replace such Icahn Designee; or (y) any Replacement in at least 3,598,432 of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification total outstanding Common Shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and similar type events), (1) each of the proposed Icahn Designees (or, if applicable, his or her Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement Designee) shall, and the completion of an interview of Icahn Group shall cause such Replacement by Icahn Designee to, promptly tender his or her resignation from the Nomination Board and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment any committee of the Subsequent New Director, including identifying such highly qualified independent director. Board on which he or she then sits and (i) If the Board forms any new committee during the Standstill Period, at least one of (i2) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), Icahn Group shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise right to replace such Icahn Designee(s). The Icahn Group, upon request, shall keep the Company regularly apprised of the Net Long Position of the Icahn Group and the Icahn Affiliates to the extent that such position differs from the ownership positions publicly reported on the Icahn Group’s Schedule 13D and amendments thereto or, in the event the Icahn Group is no longer required to file or experience necessary or appropriate to serve on such committee.update a Schedule 13D regarding its ownership of Common Shares, the Icahn Group’s Form 13F.

Board Representation and Board Matters. (a) The Company will, and Third Point agree as promptly as practicable, follows: (i) the Board shall take all action necessary (A) to increase the size of the Board by two (2) three directors to twelve 13 directors, effective as of January 1, 2015, and (12B) directors such that there would be two (2) vacancies on the Board to appoint each of Xxxxxx Xxxxxx Xxxxxx and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company X. Xxxxxxxxxx (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New DirectorDesignees”) and Xxxx Xxxxxxxxxx to fill one newly created vacancy serve as directors of the Company, effective as of January 1, 2015, until the later of (1) the 2015 Annual Meeting and (y2) a highly qualified independent director selected by the Company (the “Subsequent New Director” anddate that their successors are duly elected and qualified, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend subject to the Board one or more candidates for appointment as the Subsequent New Director, each terms of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of the Board to be larger than twelve (12) members at any time prior to the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”).this Agreement; (bii) The the Company’s slate of nominees for election as directors of the Company at the 2017 Company’s 2015 Annual Meeting shall include (A) the 2016 Director Designees, (B) Xxxx Xxxxxxxxxx, (C) Xxxxxxx Xxxxx, who will replace a then-current director, other than the Designees and Xxxx Xxxxxxxxxx, and (D) no more than nine other nominees identified and approved by the Governance Committee and the New Directors (and any Replacement).Board; (ciii) Subject to Xxxxxxx Capital’s compliance with Section 2(b), the Company will use its reasonable best efforts to cause the election of each of the 2016 Director and the New Directors (and any respective Replacement) Designees to the Company’s Board at the 2017 2015 Annual Meeting (including recommending that the Company’s stockholders vote in favor of the election of the 2016 Director and the New Directors (and any respective Replacement) Designees (along with all of the Company’s other Company nominees) and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) each of them for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).; (div) At the 2017 Annual Meeting, two (2) of the directors serving on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Company, and the Board Company shall take all action necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through 12 directors by the completion of the Company’s 2018 annual meeting 2016 Annual Meeting of shareholders Shareholders (the “2018 2016 Annual Meeting”); (v) that no later than the date of this Agreement, Third Point will provide to the Board shall not increase Company an executed letter in the size of form attached hereto as Exhibit A, which includes a consent from each Designee to be named as a nominee in the Board to more than ten (10) directors; provided, that during Company’s proxy statement for the period between the 2017 2015 Annual Meeting and to serve as a director if so elected (the 2018 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving on the Board on the date hereof do not stand for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith.“Nominee Letter”); (evi) For that for so long as the 2016 Director (or any Replacement) serves following Designees serve on the Board, but subject such Designee shall be offered the opportunity to compliance with New York Stock Exchange listing requirements regarding independence become a member of directors the committees of the Board as follows: (1) Xxxxxx Xxxxxx Xxxxxx, Governance Committee; and (2) Xxxxxxx X. Xxxxxxxxxx, Compensation and committee members, Leadership Development Committee; and (vii) at all times prior to completion of the 2016 Director (or any Replacement) shall be appointed to the Nomination Annual Meeting and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board provided that at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as least one Designee remains a member of the Board, it is acknowledged and agreed that the New Directors (and any Replacement) at least one Designee shall be required to comply with all policies, codes and guidelines applicable to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to offered the New Directors (and any Replacement). (h) The parties agree that the appointment of the Initial New Director (and any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience opportunity to be a director member of each committee of the Company. In the event Board which may be created by the Board finds the Initial New Director (or any Replacement) to be unsuitablefollowing execution hereof, and reasonably objects upon election to become such a member the identified Initial New Director Board shall effect such change in committee composition immediately (or any Replacementand no less than two business days following such election), Xxxxxxx Capital shall be entitled to propose a different nominee to assuming the Board, and absence of conflicts of interest involving such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect Designee relevant to such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Companycommittee’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent directoractivities. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committee.

Board Representation and Board Matters. (a) The Company willand Third Point agree as follows: (i) the Board shall take all action necessary to appoint, effective immediately upon execution of this Agreement, each of the Third Point Designees to the Board to serve as promptly as practicabledirectors of the Company until no earlier than the 2014 Annual Meeting and their successors are duly elected and qualified, increase subject to the terms of this Agreement, by increasing the size of the Board by two three seats to fifteen, and appointing the Third Point Designees to fill such resulting vacancies; (2ii) directors to twelve (12) directors such the Board, based on information provided by Third Point and each Third Point Designee, has determined that there each of the Third Point Designees would be two (2) vacancies on the Board and appoint (x) a highly qualified constitute an independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of the Board to be larger than twelve (12) members at any time prior to under the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”).applicable New York Stock Exchange independence rules; (biii) The the Company’s slate of nominees for election as directors of the Company at the 2017 Company’s 2014 Annual Meeting shall include be: Xxxxxx X. Xxxx, Xxxxx X. Xxxxxx, Xxxxxxx Xxxx, Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxxx, Xxxxx X. Xxxxxx, Xxxxxxxx Xx Xxxx, The Xxxx of Devonshire, Xxxxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxx, Xxxxxx Xxxxxxx, Xxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxx; (iv) the Company agrees that it will take action such that (A) by the completion of the Company’s 2015 Annual Meeting of Shareholders (the “2015 Annual Meeting”), the size of the Board is not greater than thirteen, and (B) the completion of the Company’s 2016 Annual Meeting of Shareholders (the “2016 Annual Meeting”), the size of the Board is not greater than twelve (it being understood that this provision shall not prohibit the size of the Board from being reduced from fifteen prior to the 2015 Annual Meeting, or reduced from thirteen prior to the 2016 Director and the New Directors (and any ReplacementAnnual Meeting).; (cv) Subject to Xxxxxxx Capital’s compliance with Section 2(b), the Company will use its reasonable best efforts to cause the election of the 2016 Director and the New Directors (and any respective Replacement) Third Point Designees to the Company’s Board at the 2017 2014 Annual Meeting (including recommending that the Company’s stockholders shareholders vote in favor of the election of the 2016 Director and the New Directors (and any respective Replacement) Third Point Designees (along with all of the Company’s other Company nominees) and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).; (dvi) At the 2017 Annual Meeting, two (2) of the directors serving on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Company, and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), the Board shall not increase the size of the Board to more than ten (10) directors; provided, that during the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving on the Board on the date hereof do not stand for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For agrees that so long as the 2016 Director (or any Replacement) serves following Third Point Designees serve on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) such Third Point Designee shall be appointed offered the opportunity to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as become a member of the Board, it is acknowledged and agreed that the New Directors (and any Replacement) shall be required to comply with all policies, codes and guidelines applicable to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to the New Directors (and any Replacement). (h) The parties agree that the appointment committees of the Initial New Director (and any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director or Replacement qualifying Board as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committee.follows:

Board Representation and Board Matters. (a) The Company willand the Dxxxxx Group agree as follows: (i) for purposes of this Agreement, Sxxxx Xxxxxx is referred to as promptly the “Dxxxxx Designee”; (ii) as practicable, increase long as the size Dxxxxx Group has not materially breached this Agreement and failed to cure such breach within five (5) business days of the Board by two (2) directors to twelve (12) directors such that there would be two (2) vacancies on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of written notice from the Company (collectivelyspecifying any such breach, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by Company agrees that the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of the Board to be larger than twelve (12) members at any time prior to the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”). (b) The Company’s slate of nominees for the 2021 annual meeting of shareholders of the Company (the “2021 Annual Meeting” and such slate, the “2021 Slate”) will include the Dxxxxx Designee; provided that by written notice delivered to the Company no later than February 8, 2021, the Dxxxxx Group may elect to replace the Dxxxxx Designee on the 2021 Slate with a designee selected by the Dxxxxx Group and approved by the Company, such approval not to be unreasonably withheld or delayed (an “Acceptable Person”) (and if such proposed designee is not an Acceptable Person, the Dxxxxx Group shall be entitled to continue designating a recommended replacement until such proposed designee is an Acceptable Person), provided that any such replacement Dxxxxx Designee must satisfy the Institutional Requirements (as defined below), it being understood that other than with respect to the Dxxxxx Designee, the composition of the 2021 Slate shall be in the discretion of the Board (including the Dxxxxx Designee) subject to any contractual obligations owed by the Company to other persons with respect to the 2021 Slate; any such Acceptable Person who becomes a Board nominee at the 2021 Annual Meeting in replacement of the Dxxxxx Designee shall be deemed to be the Dxxxxx Designee for all purposes under this Agreement; (iii) that as a condition to the nomination to the Board of Directors of the Company (the “Board”) of the Dxxxxx Designee, the Dxxxxx Group, including the Dxxxxx Designee, agrees to provide to the Company, prior to nomination and on an on-going basis while serving as a member of the Board, such information and materials as the Company routinely receives from other members of the Board or as is required to be disclosed in proxy statements under applicable law or as is otherwise reasonably requested by the Company from time-to-time from all members of the Board in connection with the Company’s legal, regulatory, auditor or stock exchange requirements, including a completed D&O Questionnaire in the form separately provided to the Dxxxxx Group (or such other form as shall be used by the Company for members of the Board generally) and, as contemplated by Section 1(b) of this Agreement, an executed irrevocable resignation as director in the form attached hereto as Exhibit A (the “Nomination Documents”); (iv) that should the Dxxxxx Designee resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason, following his appointment thereto, fail to serve or is not serving, on, the Board (other than as a result of not being nominated by the Company for election as directors at an annual meeting of shareholders or not being elected by shareholders of the Company at any annual meeting held after the 2017 Annual Meeting date hereof), as long as the Dxxxxx Group has not materially breached this Agreement and failed to cure such breach within five (5) business days of written notice from the Company specifying any such breach, the Dxxxxx Group shall include the 2016 Director be entitled to designate, and the New Directors Company shall cause to be added as a member of the Board, a replacement that is an Acceptable Person (and if such proposed designee is not an Acceptable Person, the Dxxxxx Group shall be entitled to continue designating a recommended replacement until such proposed designee is an Acceptable Person) (a “Replacement”); provided, however, that any Replacementsuch proposed designee must, in order to be considered by the Board or the Corporate Governance Committee thereof as contemplated hereby, have (A) submitted to the Company all of the Nomination Documents, and (B) agreed to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc., Glass Lewis & Co., LLC, BlackRock, Inc., The Vanguard Group, and/or State Street Corporation as a result of his or her or her appointment to the Board (such requirements, the “Institutional Requirements”).. Any such Replacement who becomes a Board member in replacement of the Dxxxxx Designee shall be deemed to be the Dxxxxx Designee for all purposes under this Agreement; (cv) Subject that (A) for any annual meeting of shareholders subsequent to Xxxxxxx Capital’s compliance with Section 2(b)the 2021 Annual Meeting, the Company shall notify the Dxxxxx Group in writing no less than forty-five (45) calendar days before the advance notice deadline set forth in the Company’s Amended & Restated Bylaws whether the Dxxxxx Designee will be nominated by the Company for election as a director at such annual meeting, and (B) for any annual meeting of shareholders, if the Dxxxxx Designee is to be nominated, shall use reasonable best efforts to cause the election of the 2016 Director and Dxxxxx Designee so nominated by the New Directors (and any respective Replacement) to the Board at the 2017 Annual Meeting Company (including recommending that the Company’s stockholders shareholders vote in favor of the election of the 2016 Director and Dxxxxx Designee, including the New Directors (and any respective Replacement) (along with all of Dxxxxx Designee in the Company’s nominees) proxy statement and proxy card for such annual meeting and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) Dxxxxx Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).aggregate); (dvi) At that: (A) from and after the 2017 Annual Meetingdate of this Agreement, two so long as the Dxxxxx Designee is a member of the Board, the Board shall not form an Executive Committee or any other committee with functions similar to those customarily granted to an Executive Committee; (B) from and after the date of this Agreement, so long as the Dxxxxx Designee is a member of the Board, the Board shall not form any new committee without offering to the Dxxxxx Designee the opportunity to be a member of such committee, provided that (1) the Dxxxxx Designee may serve on the applicable committee of the Board only if he or she meets any independence or other requirements under applicable law and the rules and regulation of the New York Stock Exchange (or other securities exchange on which the Company’s securities may then be traded) for service on such committee, and (2) the foregoing shall not apply to any committee formed to consider a transaction or agreement with or to otherwise address any actual or potential conflicts of interest between the directors serving Company or any subsidiary thereof, on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Companyone hand, and the Dxxxxx Group or any Affiliate (as defined below) thereof, on the other hand; and (C) from and after the date of this Agreement, so long as the Dxxxxx Designee is a member of the Board, with respect to any Board consideration of appointment and employment of executive officers, mergers, acquisitions of material assets, dispositions of material assets, or other extraordinary transactions, such consideration, and voting with respect thereto, shall take all necessary actions place only at the full Board level or, subject only to decrease the size terms set forth in clause (B) immediately above, in committees of which the Dxxxxx Designee is a member. The Dxxxxx Designee confirms that he or she will in good faith consider recusal from such portions of Board or committee meetings, if any, involving actual conflicts between the Company and the Dxxxxx Group. Based upon the representation provided by the Dxxxxx Group in Section 6 of this Agreement, the Company acknowledges and agrees that the Dxxxxx Designee does not have a material relationship with the Company as such term is used in Section 303A.02 of the Board from twelve NYSE Manual by virtue of the Dxxxxx Group’s beneficial ownership of Common Shares (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion including any Common Shares issuable upon conversion of preferred stock of the Company) as of the date of this Agreement; (vii) if at any time following the date hereof, the Dxxxxx Group’s 2018 annual meeting Net Long Position (as defined below) shall represent ten percent (10%) or more of shareholders the outstanding Common Shares (including any Common Shares issuable upon conversion of any preferred stock of the Company then outstanding) (the “2018 Annual MeetingOwnership Requirement”)) and the Dxxxxx Group shall have informed the Company in writing thereof, so long as the Dxxxxx Group shall satisfy the Ownership Requirement and the Dxxxxx Designee is a member of the Board, then without the approval of the Dxxxxx Designee, the Board shall not increase the size of the Board to more than ten above the greater of (10A) nine (9) directors; provided, that during and (B) the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving members on the Board on the most recent date that the Dxxxxx Group delivers written notice to the Company that it has satisfied the Ownership Requirement, and all such directors shall have one vote on all matters, it being understood that if at any time the Dxxxxx Group shall satisfy (or thereafter fail to satisfy) the Ownership Requirement it shall deliver prompt written notice thereof to the Company, it being agreed that until such time that Cxxx X. Icahn and his Affiliates own less than ten percent (10%) of the outstanding Common Shares or have no Icahn Designees (as defined in the Nomination and Standstill Agreement dated as of the date hereof among the Company, Cxxx X. Icahn and the other parties named therein) on the Board and do not stand for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend replace any such designees pursuant to the Nomination and Governance Committee one or more candidates for appointment as such additional directorsterms thereof, each of whom shall satisfy the Applicable Criteria, which recommendations Ownership Requirement shall be considered computed without giving effect to any stock repurchases made by the Company in good faithfollowing the date hereof (and following such time, the Ownership Requirement shall be computed giving effect to any stock repurchases made by the Company following the date hereof); and (viii) that, to the extent permitted by law and the Company’s then existing insurance coverage, from and after the date of this Agreement, the Dxxxxx Designee shall be covered by the same indemnification and insurance provisions and coverage as are then applicable to the individuals that are serving as directors of the Company. (eb) For so long as Any provision in this Agreement to the 2016 Director (or contrary notwithstanding, if at any Replacement) serves on time after the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence date of directors and committee membersthis Agreement, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee Dxxxxx Group, together with all controlled Affiliates of the Board. members of Dxxxxx Group (fsuch controlled Affiliates, collectively and individually, the “Dxxxxx Affiliates”), ceases collectively to beneficially own (as defined in Rule 13d-3 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), an aggregate Net Long Position in at least 9,919,295 shares of common stock, par value $1.00 per share, of the Company (“Common Shares”) The 2016 Director (as adjusted for any stock dividends, combinations, splits, recapitalizations, repurchases and the Initial New Director like), (and any respective ReplacementsA) the Dxxxxx Group shall be entitled the Dxxxxx Designee to resign promptly tender his or her resignation from the Board at and any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from committee of the Board on which he or is unable to serve on she then sits and (B) the Board due to death, disability or other reasons before the 2018 Annual MeetingCompany shall have no further obligations under this Section 1. In furtherance of this Section 1(b), the Company will appoint a replacementDxxxxx Designee shall, prior to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as a member of the Board, it is acknowledged and agreed that the New Directors (and any Replacement) shall be required to comply with all policies, codes and guidelines applicable to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to the New Directors (and any Replacement). (h) The parties agree that the his or her appointment of the Initial New Director (and any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject each member of the Dxxxxx Group shall cause the Dxxxxx Designee to, execute an irrevocable resignation as director in the form attached hereto as Exhibit A and deliver it to this same processthe Company. The Dxxxxx Group shall, upon request by the Company, keep the Company regularly apprised of the Net Long Position of the Dxxxxx Group and Xxxxxxx Capital shall use their respective reasonable best efforts (subject the Dxxxxx Affiliates to the candidates meeting extent that such position differs from the criteria described herein) to ensure that all ownership positions publicly reported on the Dxxxxx Group’s Schedule 13D and amendments thereto. For purposes of this Agreement: the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the term “Net Long Position” shall mean: such director appointments are completed as promptly as practicable and in the case Common Shares beneficially owned, directly or indirectly (including Common Shares issuable upon conversion of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing any preferred stock of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis, provided that “Net Long Position” shall be appointed not include any shares as to which such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director person does not have the relevant expertise right to vote or experience necessary direct the vote or appropriate as to serve on which such committee.person has entered into a derivative or other agreement, arrangement or understanding that hxxxxx or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares; and the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature;

Board Representation and Board Matters. (a) The Company will, and Third Point agree as promptly as practicable, follows: (i) the Company and the Board shall take all action necessary (A) to increase the size of the Board by two (2) directors to twelve 14 directors, effective at the close of business on November 29, 2018, and (12B) directors such that there would be two (2) vacancies on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management subject to completion of the Company Company’s standard Director and Officer questionnaire and director background check, which is intended to be completed no later than November 29, 2018, to appoint each of Sxxxx Xxxxxxxxxx and Kxxx Xxxxxxx (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New DirectorsDesignees”) to fill the other newly vacancies created vacancy. Xxxxxxx Capital shall have thereby and serve as directors of the right to privately recommend Company, effective at the close of business on November 29, 2018, until the later of (1) the conclusion of the Company’s 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”) and (2) the date that their successors are duly elected and qualified, subject to the Board one or more candidates for appointment as the Subsequent New Director, each terms of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by this Agreement; (ii) the Company in good faith. The Company hereby agrees not to increase that (A) it shall add an additional independent member of the size Board by no later than the meeting of the Board to be larger than twelve held in May 2019 and (12B) members at any time it shall consult with Third Point and solicit the views and opinions of Third Point with respect to such additional independent Board member, it being agreed that the two individuals identified by Third Point to the Company prior to the date hereof shall be included in the pool of individuals being considered for such Board seat by the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”).; (biii) The the Company’s slate of nominees for election as directors of the Company at the 2017 2018 Annual Meeting shall include be: Fxxxxxx X. Xxxxxxxxx; Hxxxxx X. Xxxxxxx; Bxxxxxx Xxxxxxxx; Mxxxx Xxxxxx Xxxxxx; Rxxxxxx X. Xxxxxxxxx; Mxxx X. Xxxxxxxxxx; Mxxx Axxxx X. Xxxxxx; Sxxx Xxxxxx; Kxxxx X. XxXxxxxxxx; Nxxx Xxxxxxxx; Axxxxxxx D. van Beuren; and Lxx X. Xxxxxx; (iv) that no later than the 2016 Director date of this Agreement, Third Point will provide to the Company an executed letter in the form attached hereto as Exhibit A, which includes a consent from each Designee to serve as a director of the Company effective at the close of business on November 29, 2018 (the “Nominee Letter”); (v) the Board, based on information provided by Third Point and the Designees, has determined that the Designees would be independent directors of the Board of the Company under the applicable New Directors York Stock Exchange rules; (vi) that Third Point irrevocably withdraws (A) its letter dated September 7, 2018 providing notice to the Company of its intention to nominate certain individuals for election as directors of the Company at the 2018 Annual Meeting (the “Third Point Shareholder Nomination”) and (B) its letter dated November 9, 2018 providing an update to the Third Point Shareholder Nomination and reducing the number of individuals it intends to nominate for election as directors of the Company at the 2018 Annual Meeting (the “Update to Third Point Shareholder Nomination”); (vii) that each member of Third Point shall immediately cease all efforts, direct or indirect, in furtherance of the Third Point Shareholder Nomination and the Update to Third Point Shareholder Nomination and any Replacement). (c) Subject related solicitation in connection with the Third Point Shareholder Nomination and the Update to Xxxxxxx CapitalThird Point Shareholder Nomination, including any negative solicitation efforts relating to the 2018 Annual Meeting concerning the Company and members of the slate of nominees proposed by the Company, and terminate Third Point’s compliance with Section 2(b)proxy solicitation website, hxxxx://xxx.xxxxxxxxxxxxxxxx.xxx. At the same time, the Company shall immediately cease all direct or indirect negative solicitation efforts relating to the 2018 Annual Meeting concerning Third Point and members of the slate of nominees proposed by Third Point; (viii) Third Point and the Sxxxxxxxxxx Trust each irrevocably withdraws the Stocklist Demand and Books and Records Demand; (ix) the Company, the Board, Third Point, and the Sxxxxxxxxxx Trust shall promptly, but no later than the close of business on November 27, 2018, cause a voluntary stipulation of dismissal with prejudice to be signed and filed in the Proxy Action; (x) if the Company reasonably determines, based on the standard director nominee background check, that any Designee is unable to be appointed to and serve as a member of the Board, or if any Designee does not become a member of the Board for any other reason by the close of business on November 29, 2018 as contemplated hereby, Third Point shall be entitled to designate a replacement for such Designee from the list of Third Point’s initial director nominees for the 2018 Annual Meeting (provided that such replacement is not a Third Point employee or Affiliate) that is reasonably consented to by the Board and shall have the right to continue to do so until such person is consented to by the Board (such consent not to be unreasonably withheld) (a “Replacement”), and the Company shall take all necessary action to implement the foregoing as promptly as practicable. If any Designee becomes a member of the Board by the close of business on November 29, 2018 as contemplated hereby, but thereafter ceases to be a member of the Board for any reason prior to the conclusion of the 2019 Annual Meeting of Shareholders, the Company shall consult with Third Point and solicit the views and opinions of Third Point with respect to a replacement for such Designee and shall consider in good faith offering such Board seat to the individual recommended by Third Point (provided that such individual is not a Third Point employee or Affiliate), and if such individual becomes a member of the Board such individual shall be deemed a Replacement hereunder. Any person that becomes a Replacement shall be deemed to be a Designee for all purposes under this Agreement, and prior to his or her appointment to the Board, shall be required to provide to the Company such information and documentation as is typically required of prospective members of the Board in connection with the customary onboarding process thereof; (xi) the Company agrees that during the Standstill Period (as defined below) for so long as (A) Kxxx Xxxxxxx (or any Replacement therefor) serves on the Board, such Designee (or such Replacement) shall be offered the opportunity to become a member of the Governance Committee of the Board and, if applicable, any other committee of the Board that is charged with overseeing the process for the selection of the next Chief Executive Officer of the Company (the “CEO Search Process”), and (B) without limitation of clause (A), during the Standstill Period (as defined below), for so long as any Designee (or any Replacement therefor), including Kxxx Xxxxxxx, serves on the Board, such Designee (including any Replacement therefor) shall be offered the opportunity to become a member of such committees of the Board selected by the Board promptly following such Designees appointment to the Board (it being agreed that each Designee shall serve on at least one committee of the Board), provided that the Designees (including any Replacements) may serve on the applicable committee of the Board only if he or she meets any independence or other requirements under applicable law and the rules and regulation of the New York Stock Exchange (or other securities exchange on which the Company’s securities may then be traded) for service on such committee. At all times during the Standstill Period (as defined below) any Designee (or Replacement), regardless of whether a member of such committee, shall be entitled, consistent with existing company policies, to attend any meeting of any committee of the Board and participate as a non-voting member (if not a committee member) and shall be entitled to receive any materials distributed to any committee members, so long as such activities do not contravene the independence or other requirements applicable to such committees under applicable law and the rules and regulation of the New York Stock Exchange (or other securities exchange on which the Company’s securities may then be traded); (xii) the Company agrees that for so long as any Designee is on the Board the Company shall notify Third Point in writing (a “Slate Notice”), no later than 30 days prior to the advance notice deadline for making director nominations under the Company’s bylaws at the 2019 Annual Meeting, whether each of the Designees will be included on the Company’s slate of nominees for the 2019 Annual Meeting and whether all members of the Board have confirmed to the Company in writing their agreement to vote in favor of the Company’s proposed slate of directors at such annual meeting, provided that if for any reason the Company fails to include each of the Designees on the Company’s slate of nominees at any annual meeting the Company shall inform Third Point thereof in writing and the Company shall thereafter take such action (including extending the director nomination deadline) to ensure that Third Point has at least 45 days from the date that the Company informs Third Point in writing that any of the Designees shall not be on such slate to submit director nominations for such annual meeting in accordance with the bylaws of the Company, and the Company shall not hold any such annual meeting for at least 75 days from the date that the Company so informs Third Point thereof. The Company further agrees that for the 2019 Annual Meeting to the extent any Designee is nominated by the Company and agrees to serve, the Company shall use commercially reasonable best efforts to cause the election of such Designee so nominated by the 2016 Director and the New Directors (and any respective Replacement) to the Board at the 2017 Annual Meeting Company (including recommending that the Company’s stockholders shareholders vote in favor of the election of the 2016 Director and the New Directors (and any respective Replacement) (along with all of such Designee, including such Designee in the Company’s nominees) proxy statement for such annual meeting and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) such Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate); and (xiii) the Company agrees that, until the 1-year anniversary of the date of this Agreement, it shall provide Third Point the opportunity to meet with the Board for no less than 60 minutes at least twice in the next twelve-month period and with the Company’s Chief Executive Officer for no less than 60 minutes at least twice in the next twelve-month period, in each case to enable Third Point to provide its thoughts and views to the Board and the Chief Executive Officer with respect to Company performance, strategy and other matters that Third Point determines to be relevant, and the Company shall consider in good faith the views and thoughts provided by Third Point and shall provide substantive responses to Third Point with respect thereto. (db) At the 2017 Annual MeetingThird Point acknowledges that, two (2) of the directors serving on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Company, and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), the Board shall not increase the size of the Board to more than ten (10) directors; provided, that during the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving on the Board on the date hereof do not stand for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 Director (or any Replacement) serves on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as a member of the Board, it is acknowledged and agreed that the New Directors (and any Replacement) shall be Designees are required to comply with all policies, codes procedures, processes, codes, rules, standards and guidelines generally applicable to Board members, copies including the Company’s code of whichbusiness conduct and ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance standards, in each case, case that have been provided to Xxxxxxx Capital and will be provided identified to the New Directors (Designees, and any Replacement). (h) The parties agree that preserve the appointment confidentiality of Company business and information, including discussions or matters considered in meetings of the Initial New Director (and any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director Board or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the CompanyBoard committees. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee Third Point further acknowledges that following their appointment to the Board, and such nominee Third Point will be subject to this same process. The not communicate with the Designees regarding the Company without the prior written consent of the Company (but the foregoing shall in no way limit any communications with the Company and Xxxxxxx Capital the full Board or with any full committee thereof) and that Third Point shall use their respective reasonable best efforts (subject not compensate the Designees in any way, including, without limitation, reimbursing expenses, provided that Third Point can fulfill any obligations owed to such Designees pursuant to agreements disclosed to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions Company prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent directordate hereof. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committee.

Board Representation and Board Matters. (a) The Company willand XXXX agree as follows: (i) no later than two business days following the execution of this Agreement, the Company will take all action necessary to appoint Xxxxx Xxxxxxxxxx (the “XXXX Designee”) to the Board; (ii) as promptly as practicablepracticable following the execution of this Agreement, the Company and XXXX shall cooperate in good faith to agree upon a director recommended by XXXX who shall be reasonably acceptable to the Company and who shall be independent of each of the Company and XXXX and its Affiliates and Associates, including qualifying as an independent director under Section 303A of the New York Stock Exchange’s Listed Company Manual and Rule 5605 of the Nasdaq Listing Rules (the “Additional Independent Director”) to be appointed to the Board and, upon the selection of such Additional Independent Director, the Company will as promptly as practicable take all action necessary to (to the extent the following actions are then necessary to facilitate the appointment of the Additional Independent Director to the Board) (A) amend the Company’s Amended and Restated By-Laws to increase the maximum number of directors on the Board to fifteen (15), (B) increase the size of the Board from fourteen (14) to fifteen (15) directors, and (C) appoint the Additional Independent Director to the Board to fill the newly created vacancy, provided that if prior to such appointment the Additional Independent Director refuses to serve or is unable to serve, including as a result of death or disability, and provided further that such Additional Independent Director would have been entitled to serve as a director of the Company pursuant to this Agreement, XXXX shall be entitled to recommend a replacement Additional Independent Director who meets the criteria set forth in this Section 1(a)(ii), and such replacement Additional Independent Director shall be appointed to the Board as set forth in this Section 1(a)(ii); (iii) the Board will (A) appoint the XXXX Designee, concurrently with his appointment to the Board pursuant to subsection (i) above, to the Finance Committee of the Board and, upon the formation of a committee of the Board charged with strategy matters, to be chaired by two Xxxxxxx Xxxxxxx, as previously publicly announced by the Company, upon consummation of the Company’s previously announced acquisition of Alliance Boots GmbH (2for the avoidance of doubt, whether or not such committee is named the “Strategy” Committee), to such committee and (B) directors in good faith use its reasonable best efforts to twelve appoint, concurrently with his or her appointment to the Board pursuant to subsection (12ii) directors such that there would above, and subject to his or her agreement and to the approval of the Nominating and Governance Committee of the Board, not to be two (2) vacancies on unreasonably withheld, based upon its consideration of his or her experience and qualifications and the needs and composition of the Board and appoint the committees of the Board at the time of such appointment, the Additional Independent Director to the Audit Committee of the Board and the Nominating and Governance Committee of the Board; (xiv) if the Company engages in a highly qualified independent director “holding company” reorganization to create a new public holding company at a level above the Company in the Company’s corporate structure or engages in any other type of reorganization with a similar effect (who shall not be a current or former employee“Holdco”), advisorthe Company will include the XXXX Designee and, consultant or Affiliate following the appointment of the Additional Independent Director to the Board, the Additional Independent Director, as directors of Holdco (provided that such persons are, immediately prior to such reorganization, entitled to serve as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management directors of the Company (collectivelypursuant to this Agreement), the “Applicable Criteria”)) and all references to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company herein shall in accordance with Section 1(hsuch event instead apply to Holdco mutatis mutandis; (v) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (will include the “Subsequent New Director” XXXX Designee and, together with if the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend Additional Independent Director is appointed to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of the Board to be larger than twelve (12) members at any time prior to the Company’s 2017 annual meeting of shareholders (the “2017 2015 Annual Meeting”). (b) The Company’s , the Additional Independent Director, in its slate of nominees for election as directors of the Company at the 2017 Annual Meeting shall include the 2016 Director and the New Directors (and any Replacement). (c) Subject to Xxxxxxx Capital’s compliance with Section 2(b), the Company will use reasonable best efforts to cause the election of the 2016 Director and the New Directors (and any respective Replacement) to the Board at the 2017 Annual Meeting (including recommending that the Company’s stockholders vote in favor of the election of the 2016 Director and the New Directors (and any respective Replacement) (along with all of the Company’s nominees) and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (d) At the 2017 Annual Meeting, two (2) of the directors serving on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Company, and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), the Board shall not increase the size of the Board to more than ten (10) directors; provided, that during the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving on the Board on the date hereof do not stand for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 Director (or any Replacement) serves on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as a member of the Board, it is acknowledged and agreed that the New Directors (and any Replacement) shall be required to comply with all policies, codes and guidelines applicable to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to the New Directors (and any Replacement). (h) The parties agree that the appointment of the Initial New Director (and any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committee.2015 Annual

Board Representation and Board Matters. (a) The Company willand Teleios agree as follows: (i) the Board, as promptly as practicablebased on information provided by Teleios and the Teleios Designee, increase has determined that the size Teleios Designee would constitute an independent director of the Board by two (2) directors to twelve (12) directors such that there would be two (2) vacancies on under the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management listing rules of the Company NASDAQ Stock Market (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New DirectorNASDAQ”) and satisfies the statutory requirements under the Israeli Companies Law, 1999 and the rules and regulations promulgated thereunder to fill one newly created vacancy and (y) serve as a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of the Board to be larger than twelve (12) members at any time prior to the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”).; and (bii) The the Company’s slate of nominees for election as directors of the Company at the 2017 Company’s 2016 Annual Meeting shall include the 2016 Director consist of Xxxxx Xxxxxx, Xxxx. Xxxxxxxx (Chezy) Ofir, Xxxxxxx Xxxxxx and the New Directors Teleios Designee; and each such nominee shall be nominated to serve as a “Class III” director under the Company’s Articles of Association (and any Replacement)the “Articles”) except for the Teleios Designee who shall be nominated to serve as a “Class I” director. (cb) Subject The Company agrees that: (i) in accordance with the Articles and applicable law, at or prior to Xxxxxxx Capital’s compliance with Section 2(b)the execution of this Agreement, the Company will use reasonable best efforts Board shall have accepted the resignation of one current director on the Board to cause be effective upon the election of the Teleios Designee at the 2016 Director and the New Directors Annual Meeting; and (and any respective Replacementii) to the Board at will nominate the 2017 Annual Meeting (including recommending Teleios Designee and will recommend that the Company’s stockholders shareholders vote in favor of the election of the Teleios Designee (along with all other Company nominees) at the 2016 Director Annual Meeting and will recommend that the New Directors (and any respective ReplacementCompany’s shareholders vote in favor of the election of the Teleios Designee if permitted pursuant to Section 1(c)(ii) below) (along with all of the Company’s other Company nominees) at any Annual Meeting during the Standstill Period, and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) support him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregateaggregate at the 2016 Annual Meeting and at any Annual Meeting during the Standstill Period at which the Teleios Designee is nominated and proposed for election; and (c) Teleios agrees that: (i) prior to the date of this Agreement, Teleios provided to the Company an executed consent from the Teleios Designee to be named as a nominee in the Company’s proxy statement for the 2016 Annual Meeting and to serve as a director if so elected, executed declarations as required by applicable law in a form previously provided to Teleios, a completed D&O Questionnaire in the form previously provided to Teleios, an executed irrevocable resignation as director in the form attached hereto as Exhibit A pursuant to sub-section (d) below, and a consent from the Teleios Designee that, after the date hereof, the Teleios Designee shall provide to the Company, as reasonably requested by the Company from time to time, (x) any information required to be or customarily disclosed by all applicable directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, and (y) information in connection with assessing eligibility, independence and other criteria applicable to all applicable directors or satisfying compliance and legal obligations (clauses (x) and (y), collectively, the “Nomination Information”, and all of the documents referred to above, collectively, the “Nomination Documents”); (ii) should the Teleios Designee resign from the Board or be rendered unable to or disqualified from, or refuse to, be appointed to, or for any other reason fail to serve or is not serving on, the Board (other than as a result of not being nominated by the Company for an Annual Meeting subsequent to the Standstill Period, or as a result of not being elected at the 2016 Annual Meeting or at any Annual Meeting during the Standstill Period), Teleios shall be entitled to designate a replacement for the Teleios Designee that is reasonably consented to by the Board (such consent not to be unreasonably withheld) (a “Replacement”) and the Company shall take all necessary action to appoint the Replacement as promptly as practicable, subject to receiving Nomination Documents for such person and subject to sub-section (d) below. Any such Replacement who becomes a Board member in replacement of the Teleios Designee shall be deemed to be the Teleios Designee for all purposes under this Agreement, and prior to his or her appointment to the Board, shall be required to provide to the Company the Nomination Documents and the Nomination Information, and meet with representatives of the Nominating and Governance Committee of the Board and/or the Board in accordance with the practices of the Board and the Nominating and Governance Committee; and (iii) Teleios shall take reasonable efforts to ensure that the Teleios Designee, including any Replacement, shall (w) qualify as an independent director under the listing rules of NASDAQ as determined by the Board in its reasonable judgment, (x) qualify to serve as a director under the Israeli Companies Law, 1999 and the rules and regulations promulgated thereunder (as amended), (y) not be, upon appointment and throughout his or her service, a U.S. citizen or resident, and (z) not be a director or employee of Teleios or any Affiliate of Teleios. (d) At Notwithstanding the 2017 Annual Meetingforegoing, two if at any time after the date hereof, (A) Teleios, (x) ceases to Beneficially Own at least (i) 2.5% of the Ordinary Shares then outstanding or (ii) an aggregate Net Long Position in at least 640,000 Ordinary Shares (as adjusted for any shares splits, bonus shares issuances, combinations, splits, recapitalizations and the like), or (y) ceases to comply with or breaches any of the terms of this Agreement in any material respect and, if capable of being cured, such material breach or failure has not been cured within 14 days after receipt by Teleios of written notice from the Company specifying such material breach or failure, or (B) the Teleios Designee fails to satisfy the requirements set forth in Section 1(c)(iii) then (1) Teleios shall use its reasonable best efforts to cause the Teleios Designee to promptly tender his resignation from the Board and (2) of the directors serving on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Company, and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), the Board shall not increase the size of the Board to more than ten (10) directors; provided, that during the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted to increase the size have no further obligations under this Section 1. Regardless of the Board in order foregoing, the Teleios Designee shall, prior to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by his appointment to the Board, so long and Teleios shall cause the Teleios Designee to, execute an irrevocable resignation as an equivalent number director in the form of directors serving on the Board on letter attached hereto as Exhibit A and deliver it to the date hereof do not stand for re-election at Company. Such irrevocable resignation shall (i) enter into effect automatically, and without any further action required by any person or any party thereto, in accordance with the 2018 Annual Meeting. Xxxxxxx Capital terms of this Agreement and the irrevocable resignation letter, except that the Company shall have the right not to privately recommend accept the resignation in which case such resignation shall not come into effect, subject to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each consent of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 Director (or any Replacement) serves Teleios Designee to continue to serve on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacementii) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capitalterminate, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement ifhave no further force or effect, following upon the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as a member of the Board, it is acknowledged and agreed that the New Directors (and any Replacement) shall be required to comply with all policies, codes and guidelines applicable to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to the New Directors (and any Replacement). (h) Period. The parties agree that the appointment of the Initial New Director (and any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital Company shall be entitled to propose a different nominee to the Boardfully rely on such irrevocable resignation letter and its undertakings in this Agreement are made, and inter alia, based on such nominee will be subject to this same processreliance. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed Teleios shall, as promptly as practicable and in reasonably practicable, notify the case of (x) the New Directors, no later Company upon it holding less than the earlier minimum holdings referred to in this section above. For purposes of (1) April 8this Agreement: the term “Net Long Position” shall mean: such Ordinary Shares Beneficially Owned, 2017 and (2) directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the Exchange Act mutatis mutandis, provided that “New Director Appointment Time”) and (y) Net Long Position” shall not include any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect shares as to which such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director person does not have the relevant expertise right to vote or experience necessary direct the vote; and the terms “person” or appropriate to serve on such committee“persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

Board Representation and Board Matters. (a) The Company willand the Icahn Group agree as follows: (i) On or prior to the date of this Agreement, Xxxx Xxxxxx shall have tendered his resignation as promptly President and Chief Executive Officer of the Company and from the Board of Directors of the Company (the “Board”) (an executed copy of such resignation having been provided to the Icahn Group concurrently with the execution of this Agreement), in each case effective as practicableof the date hereof, and the Company shall have appointed Xxxxx Xxxxxx as President and Chief Executive Officer of the Company, effective as of the date hereof. (ii) Xxxxxx Xxxxxx and Xxxxxx Xxxxxxxx shall have irrevocably tendered their resignations from the Board (executed copies of such resignations having been provided to the Icahn Group concurrently with the execution of this Agreement), effective as of immediately after the conclusion of the 2022 annual meeting of stockholders of the Company (the “2022 Annual Meeting”). On or prior to the date of this Agreement, Xxxx Xxxxxxxx shall have irrevocably tendered his resignation from the Board (an executed copy of such resignation having been provided to the Icahn Group concurrently with the execution of this Agreement), effective as of immediately prior to the Appointment (as defined below). (iii) On or prior to the date of this Agreement, the Company shall take or shall have taken all necessary action to appoint Xxxxxx X. Xxxxx, Xxxxx Xxxxxxxxxxxx and H. Xxxxxxx Xxxxxx, Xx. (Messrs. Xxxxx, Xxxxxxxxxxxx and Frisby, collectively, the “Icahn Designees” and each an “Icahn Designee”) to the Board, effective as of immediately after the conclusion of the 2022 Annual Meeting. On or prior to the date of this Agreement, the Board will take action to appoint Xxxxx Xxxxxx to the Board, effective as of immediately after the conclusion of the 2022 Annual Meeting. Each of the foregoing directors will have a term expiring at the 2023 annual meeting of stockholders of the Company (the “2023 Annual Meeting”). The Board shall take such action as is necessary to increase the size of the Board by two one (21) directors seat to twelve eleven (12) directors such that there would be two (2) vacancies on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of the Board to be larger than twelve (12) members at any time prior to the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”). (b) The Company’s slate of nominees for election as directors of the Company at the 2017 Annual Meeting shall include the 2016 Director and the New Directors (and any Replacement). (c) Subject to Xxxxxxx Capital’s compliance with Section 2(b11), the Company will use reasonable best efforts to cause the election of the 2016 Director and the New Directors (and any respective Replacement) to the Board at the 2017 Annual Meeting (including recommending that the Company’s stockholders vote in favor of the election of the 2016 Director and the New Directors (and any respective Replacement) (along with all of the Company’s nominees) and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (d) At the 2017 Annual Meeting, two (2) of the directors serving on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Company, and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After conclusion of the 2017 2022 Annual Meeting and through the completion of the Company’s 2018 annual meeting of shareholders (the “2018 Annual MeetingBoard Increase”), . Promptly following the Board shall not increase the size conclusion of the Board to more than ten (10) directors; provided, that during the period between the 2017 Annual Meeting and the 2018 2022 Annual Meeting, the Company shall be permitted to increase the size Board will select a new Chairperson of the Board in order to appoint additional highly qualified independent directors, recommended by and a new chair of the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving on the Board on the date hereof do not stand for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 Director (or any Replacement) serves on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) shall be appointed to the Nomination Nominating and Governance Committee of the Board. (fiv) The 2016 Director and At any time during the Initial New Director ninety (and 90) day period commencing after the date of this Agreement, the Icahn Group may cause any respective Replacements) shall be entitled of the Icahn Designees to resign from the Board at any time in his/her discretion(such person, the “Dropdown Person”) and, upon the request of the Icahn Group, the Board shall appoint Xxxxxx Xxxx as a member of the Board to fill the resulting vacancy. Should If Xx. Xxxx becomes a Board member, he shall be deemed to be an Icahn Designee for all purposes under this Agreement. (v) The Company shall, on the 2016 Director or date that is ninety (90) days after the Initial New Directordate hereof, appoint Xxxxxx Xxxx, or any respective Replacements thereofif Xx. Xxxx is already a member of the Board, resign from the Dropdown Person, as a member of the Board (the “Appointment”); provided, however, if, on or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meetingconclusion of such ninety (90) day period, the Company will appoint a replacementresolves by resolution of the Board to pursue the tax-free spinoff of Centuri Group, Inc. (“Centuri”) (such spinoff, the “Centuri Spinoff”) to the exclusion of other strategic alternatives involving Centuri, then Xx. Xxxx or the Dropdown Person (as applicable) shall not be appointed to the Board and there shall be no more than three (3) Icahn Designees for all purposes of this Agreement; provided, further that if (A) the structure of the Centuri Spinoff is changed so that it is to be proposed by Xxxxxxx Capital, and agreed a taxable transaction to by the Company in accordance with Section 1(hor its stockholders or (B) below the Centuri Spinoff is abandoned or not consummated for any reason, then the Icahn Group shall be entitled to immediately appoint Xx. Xxxx or the Dropdown Person to the Board and there shall be no more than four (a “Replacement”)4) Icahn Designees for all purposes of this Agreement. Xxxxxxx Capital shall forego If Xx. Xxxx or the right to propose a Replacement if, following the expiration of the Standstill Period Dropdown Person (as defined herein)applicable) becomes a Board member, Xxxxxxx Capital engages in any of the actions set forth in Section 2(b)he shall be deemed to be an Icahn Designee for all purposes under this Agreement. (gvi) At all times As a condition to the Icahn Designees’ (and any Replacement Designees’) appointment to the Board and subsequent nomination for election, the Icahn Designees each agree (and the Icahn Group agrees to cause the Icahn Designees and any Replacement Designees) to provide to the Company, prior to nomination and appointment and on an on-going basis while serving as a member of the Board, such information and materials as the Company routinely receives from other members of the Board or as is required to be disclosed in proxy statements under applicable law or as is otherwise reasonably requested by the Company from time-to-time from all members of the Board in connection with the Company’s legal, regulatory, auditor or stock exchange requirements, including, but not limited to, a completed D&O Questionnaire in the form separately provided by the Company to the Icahn Group (the “Nomination Documents”), receipt of which is hereby acknowledged in respect of the 2022 Annual Meeting. (vii) Subject to Section 1(c), should any Icahn Designee resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving, on the Board (other than as a result of not being nominated by the Company for election at an annual meeting of stockholders subsequent to the 2022 Annual Meeting in circumstances where no such obligation to nominate under this Agreement exists), as long as the Icahn Group has not materially breached this Agreement and failed to cure such breach within five (5) business days of written notice from the Company specifying any such breach, the Company shall cause to be added as a member of the Board or as a nominee for election at an annual meeting of stockholders of the Company, as applicable, a replacement designated by the Icahn Group that is approved by the Board, such approval not to be unreasonably withheld, conditioned or delayed (an “Acceptable Person”) (and if such proposed designee is not an Acceptable Person, the Icahn Group shall be entitled to continue designating a recommended replacement until such proposed designee is an Acceptable Person) (a “Replacement Designee”); provided, however, that it is acknowledged understood and agreed that any employee of any member of the New Directors (and Icahn Group may be a Replacement Designee for Xx. Xxxx. Any such Replacement Designee who becomes a Board member in replacement of any Replacement) Icahn Designee shall be deemed to be an Icahn Designee for all purposes under this Agreement and, in the case of a Replacement Designee for a member of the Icahn Group, as a condition to being appointed to the Board, shall be required to comply with all policies, codes and guidelines applicable sign a customary joinder to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to the New Directors (and any Replacement)this Agreement. (hviii) The parties agree that For the appointment avoidance of the Initial New Director (and any Replacement) is subject to (i) doubt, the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review approval of a questionnaire for director nominees, a background check and interviewsReplacement Designee pursuant to Section 1(a)(vii) and shall not be considered unreasonably withheld if such replacement does not: (iiA) such Initial New Director or Replacement qualifying qualify as “independent” pursuant to NYSE listing standards and having the requirements under the New York Stock Exchange, (B) have the relevant financial and business experience to be a director of the Company. In , and (C) satisfy the event requirements set forth in the Company Policies (as defined below), in each case as in effect as of the date of this Agreement or such additional or amended guidelines and policies approved by the Board finds that are applicable to all directors of the Initial New Director Company (or any Replacementcollectively clauses (A) to be unsuitable, and reasonably objects to the identified Initial New Director through (or any ReplacementC), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment TimeCriteria”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent director. ; provided that (i) If no new Director Criteria will be adopted that would have prevented the Board forms any new committee during the Standstill PeriodIcahn Designees from becoming directors had such criteria been in effect today, at least one of (i) the Initial New Director (or his/her Replacement) or and (ii) the 2016 Director Company acknowledges that Messrs. Evans, Frisby, Xxxxxxxxxxxx and Xxxx each satisfy the requirements of Section 1(a)(viii)(B). (ix) As of the date of this Agreement, the Company represents and warrants that immediately after the Board causes the Board Increase and the Board appoints the Icahn Designees (for the avoidance of doubt, not including Xx. Xxxx) and Xxxxx Xxxxxx as directors, the Board will be composed of eleven (11) directors and that there will be no vacancies on the Board. Notwithstanding anything to the contrary herein, so long as the Icahn Group retains the right to nominate the Icahn Designees or his Replacementany Replacement Designee, as applicable, in each case subject to Section 1(c), shall be appointed to such committee unless without the approval of a majority of the Icahn Designees, the Board reasonably determines that shall not increase the appointment size of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committeeBoard above eleven (11) directors.

Board Representation and Board Matters. (a) The Company will, and XXXX agree as follows: (i) as promptly as practicablepracticable following the execution of this Agreement, but in no case later than January 8, 2019, the Company and XXXX shall cooperate in good faith to agree upon two directors recommended by XXXX who shall be reasonably acceptable to the Nominating & Governance Committee of the Board and the full Board (acting in good faith in accordance with their customary and generally applicable procedures for evaluating director candidates, and subject to providing the items and information set forth in Section 1(b) of this Agreement) and who qualify as independent directors (the “New Independent Directors”) under Rule 5605 of the Nasdaq Listing Rules (the “Applicable Criteria”) to be appointed to the Board, and upon the selection of such New Independent Directors, the Company will promptly as practicable after December 14, 2018 and in no case later than January 8, 2019 take all action necessary to (to the extent the following actions are then necessary to facilitate the appointment of the New Independent Directors to the Board) (A) increase the size of the Board by two from nine (29) directors to twelve eleven (1211) directors such that there would be two directors, (2B) vacancies on appoint the New Independent Directors to the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have vacancies, and (C) take any other action necessary to appoint the right to privately recommend New Independent Director to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faithto fill such vacancies. The Company hereby agrees that a partner, employee or Affiliate or Associate of XXXX or a XXXX Affiliate (a “XXXX Director”) will be considered in good faith as a New Independent Director in the event that (1) XXXX and the Company cannot in good faith agree on two New Independent Directors who are not Affiliated or Associated with or employed by XXXX or XXXX Affiliates, (2) such prospective XXXX Director then satisfies the Applicable Criteria and provides the items and information required by Section 1(b) of this Agreement and (3) the Nominating & Governance Committee of the Board and the full Board (acting in good faith in accordance with their customary and generally applicable procedures for evaluating director candidates) such prospective XXXX Director’s eligibility to serve on the Board following their review of the information provided under Section 1(b) of this Agreement; provided, however, that, so long as the Nominating & Governance Committee and the Board are acting in good faith and in a manner consistent with their customary and generally applicable procedures for evaluating director candidates, the failure to approve a XXXX Director shall not be deemed to be a breach by the Company of this Agreement; provided further, that under no circumstances shall more than one of the New Independent Directors (including any Replacement) serving on the Board at any time be a XXXX Director; (ii) if during the Standstill Period (as defined below), either or both of the New Independent Directors resigns, refuses to serve or is unable to serve, including as a result of death or disability or any other reason, XXXX shall be entitled to recommend a replacement New Independent Director who meets the Applicable Criteria (a “Replacement”) and who is reasonably acceptable to the Nominating & Governance Committee of the Board and the full Board (acting in good faith in accordance with their customary and generally applicable procedures for evaluating director candidates, and subject to providing the items and information set forth in Section 1(b) of this Agreement), and such Replacement shall be appointed to the Board as set forth in Section 1(a)(i) (it being understood, for the avoidance of doubt, such Replacement shall thereafter be deemed a “New Independent Director” for the purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement applicable to the replaced director prior to his or her ceasing to be a director, and such person shall be appointed to the Board to serve the unexpired term, if any, of such replaced director; it being further understood, for the avoidance of doubt, that under no circumstances shall more than one New Independent Director (including any Replacement) serving on the Board at any time be a XXXX Director); (iii) concurrently with his or her appointment to the Board, the Board shall take the necessary steps to appoint one of the New Independent Directors to the Nominating & Governance Committee of the Board; (iv) concurrently with his or her appointment to the Board, the Board shall take the necessary steps to appoint one of the New Independent Directors to the Compensation Committee of the Board; (v) the Company agrees that following the appointment of the New Independent Directors and until the end of the Standstill Period, it shall not increase the size of the Board to be larger more than twelve eleven (1211) members at any time prior to the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”).directors; and (bvi) The Company’s the Company will include each of the New Independent Directors in its slate of nominees for election as directors of the Company at the 2017 Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting shall include the 2016 Director Meeting”) and the New Directors (and any Replacement). (c) Subject to Xxxxxxx Capital’s compliance with Section 2(b), the Company will use its reasonable best efforts to cause the election of the 2016 Director and the New Independent Directors (and any respective Replacement) to the Board at the 2017 2019 Annual Meeting (including recommending that the Company’s stockholders vote in favor of the election of the 2016 Director and the New Directors (and any respective Replacement) (along with all of the Company’s nomineesIndependent Directors) and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) support them for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (db) At As a condition to each New Independent Director’s appointment to the 2017 Board and any subsequent nomination for election as a director of the Company at the 2019 Annual Meeting, two such New Independent Director shall meet the Applicable Criteria, and shall have provided to the Company completed and executed D&O Questionnaires (2in the form provided to XXXX by the Company prior to the execution of this Agreement) of and executed irrevocable resignations as director in the directors serving on form attached hereto as Exhibit A (the Board on “Irrevocable Resignation Letter”). As a further condition to the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated Independent Directors’ nomination for re-election as directors of the Company at the 2019 Annual Meeting, such New Independent Director shall, as promptly as practicable upon request of the Company, provide (i) executed consents from the New Independent Directors to be named as a nominee in the Company’s proxy statement for the 2019 Annual Meeting, and to serve as a director if so elected, in the form provided to XXXX by the Company, (ii) any information required to be or customarily disclosed for all applicable directors, candidates for directors, and their Affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, (iii) information in connection with assessing eligibility, independence and other criteria applicable to all applicable directors or satisfying compliance and legal obligations applicable to all independent directors, and (iv) such other information as reasonably requested by the Board shall take all necessary actions Company from time to decrease time with respect to XXXX or the size of the Board from twelve (12) members New Independent Directors, including any information required to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion be provided under Section 3.16 of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), the Board shall not increase the size of the Board to more than ten (10) directors; provided, that during the period between the 2017 Annual Meeting Amended and the 2018 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving on the Board on the date hereof do not stand for reRestated By-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faithLaws. (e) For so long as the 2016 Director (or any Replacement) serves on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (gc) At all times while serving as a member of the Board, it is acknowledged and agreed that the New Independent Directors (and any Replacement) shall be required to comply with all policies, codes procedures, processes, codes, rules, standards and guidelines applicable to non-executive Board members, copies including the Company’s code of whichbusiness conduct and ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines (each, a “Policy”). The Company agrees that it will not amend any Policy for the purpose of disqualifying a New Independent Director from service on the Board or any committee thereof. The Company agrees to pay any compensation to which the New Independent Directors are otherwise entitled as directors and/or committee members of the Company. (d) Notwithstanding anything to the contrary in each casethis Agreement, the Company’s obligations under this Agreement (including Section 3) shall terminate immediately, and the New Independent Directors then serving on the Board shall promptly offer to resign from the Board and any committee thereof (and, if requested by the Company, promptly deliver their written resignations to the Board (which shall provide for their immediate resignations), it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignations), and the Company shall have been provided to Xxxxxxx Capital and will be provided no further obligation with respect to the New Independent Directors (and under this Section 1, if there is a material breach by XXXX of any Replacement). (h) The parties agree that the appointment of the Initial New Director (and any Replacement) is subject to its obligations (i) under this Agreement which (if capable of being cured) is not cured within 15 days after receipt by XXXX of written notice from the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and Company specifying such material breach or (ii) such Initial under the Existing Confidentiality and Standstill Agreement (as defined below) or, if executed, the New Director or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the CompanyConfidentiality Agreement. In the event the Board finds the Initial New addition, if a XXXX Director (has been appointed or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee elected to the Board, such XXXX Director shall promptly offer to resign from the Board and such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts any committee thereof (subject and, if requested by the Company, promptly deliver his written resignation to the candidates meeting the criteria described herein) to ensure Board (which shall provide for his immediate resignation), it being understood that all such director appointments are completed as promptly as practicable and it shall be in the case Board’s sole discretion whether to accept or reject such resignation), and the Company shall have no further obligation with respect to the XXXX Director under this Section 1, if XXXX and the XXXX Affiliates and Associates, collectively, cease to Beneficially Own an aggregate Net Long Position of at least 3.35% (xas adjusted for stock splits, stock dividends, reverse stock splits and similar events) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting Common Stock then outstanding (the “New Director Appointment TimeXXXX Ownership Threshold”) and (y) any Replacement ). The term “Net Long Position” shall mean such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the 2016 Director or Exchange Act mutatis mutandis, but the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview “long position” of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts person for this purpose shall not include any shares as to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying which such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director person does not have the relevant expertise right to vote or experience necessary direct the vote or appropriate as to serve on which such committeeperson has entered into a derivative or other agreement, arrangement or understanding that xxxxxx or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. In furtherance of this Section 1(d), the New Independent Directors (including the XXXX Director, if any) will, concurrently with and as a condition to his or her appointment to the Board, execute the Irrevocable Resignation Letter and deliver it to the Company.

Board Representation and Board Matters. (a) The Company will, and the Icahn Group agree as promptly follows: (i) As soon as practicable, increase practicable following the size written election of the Board Icahn Group (which written election, in order to be valid, must be delivered to the Company between the date (the “Distribution Effective Date”) of consummation of the spin-off transaction by two which Bausch Health Companies Inc. (2“BHC”) directors transfers any or all of its remaining indirect equity interest in the Company to BHC’s then-current shareholders (the “B+L Distribution”) and such date that is twelve (12) directors months after the Distribution Effective Date (such that there would be two (2) vacancies on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company (collectivelyperiod, the “Applicable CriteriaElection Period”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall take or shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not taken all necessary action to increase the size of the Board to be larger than twelve (12) members at any time prior to of Directors of the Company’s 2017 annual meeting of shareholders Company (the “2017 Board”) by two, and following consultation with the Icahn Group, to appoint two individuals identified by the Icahn Group and reasonably acceptable to the Company (such individuals, collectively, the “Icahn Designees” and each an “Icahn Designee”) to fill the resulting vacancies, each with a term expiring at the first annual general meeting of stockholders of the Company following such written election (the “First Annual Meeting”). Prior to such date as the Icahn Designees are seated as members of the Board, the Icahn Group shall not request and the Company shall not provide any material non-public information relating to or involving the Company. For the avoidance of doubt, it shall not be deemed unreasonable for the Company to reject a designee in accordance with this Section 1(a)(i) if such designee does not satisfy the Director Criteria (as hereafter defined) or the criteria set forth on Annex 1 attached hereto (the “Tax Criteria”). (bii) The Company’s slate of nominees for election as directors of the Company at the 2017 Annual Meeting shall include the 2016 Director and the New Directors (and any Replacement). (c) Subject to Xxxxxxx Capital’s compliance with Section 2(b), the Company will use reasonable best efforts to cause the election of each of the 2016 Director and the New Directors (and any respective Replacement) to the Board Icahn Designees at the 2017 First Annual Meeting (including by (x) recommending that the Company’s stockholders vote in favor of the election of each of the 2016 Director and Icahn Designees, (y) including each of the New Directors (and any respective Replacement) (along with all of Icahn Designees in the Company’s nomineesproxy statement and proxy card for the First Annual Meeting, and (z) and otherwise supporting each of the 2016 Director and the New Directors (and any respective Replacement) Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). The Icahn Group agrees not to conduct a proxy contest regarding any matter, including the election of directors, with respect to the First Annual Meeting. As a condition to the Icahn Designees’ appointment to the Board, the Icahn Designees shall execute and deliver a customary joinder to this Agreement. Prior to the execution and delivery of such joinder to the Company, the Icahn Group shall cause the Icahn Designees to comply with the covenants, agreements and other provisions herein applicable to the Icahn Designees. (diii) At that as a condition to the 2017 Annual Meeting, two (2) of the directors serving on Icahn Designees’ appointment to the Board on and subsequent nomination for election, the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by Icahn Designees each agree to provide to the Company, prior to nomination and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting appointment and through the completion of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), the Board shall not increase the size of the Board to more than ten (10) directors; provided, that during the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as on an equivalent number of directors serving on the Board on the date hereof do not stand for reon-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 Director (or any Replacement) serves on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times going basis while serving as a member of the Board, it such information and materials as the Company routinely receives from other members of the Board or as is acknowledged required to be disclosed in proxy statements under applicable law or as is otherwise reasonably requested by the Company from time-to-time from all members of the Board in connection with the Company’s legal, regulatory, auditor or stock exchange requirements, including, but not limited to, a completed D&O Questionnaire in the form separately provided by the Company to the Icahn Group (the “Nomination Documents”). (iv) That, subject to Section 1(c) below, should any Icahn Designee resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving, on the Board (other than as a result of not being nominated by the Company for election at an annual meeting of stockholders subsequent to the First Annual Meeting, following which the Icahn Group’s replacement rights pursuant to this Section 1(a)(iv) shall terminate with respect to such Icahn Designee), as long as the Icahn Group has not materially breached this Agreement and agreed failed to cure such breach within five (5) business days of written notice from the Company specifying any such breach, the Icahn Group shall be entitled to designate, and the Company shall cause to be added as a member of the Board, or as a nominee on the Company’s slate of nominees for election to the Board at the First Annual Meeting (collectively, the “First BLCO Slate”), as applicable, a replacement that is approved by the New Directors Board, such approval not to be unreasonably withheld, conditioned or delayed (an “Acceptable Person”) (and if such proposed designee is not an Acceptable Person, the Icahn Group shall be entitled to continue designating a recommended replacement until such proposed designee is an Acceptable Person) (a “Replacement Designee”). Any such Replacement Designee who becomes a Board member in replacement of any Replacement) Icahn Designee shall be deemed to be an Icahn Designee for all purposes under this Agreement and, as a condition to being appointed to the Board, shall be required to comply with all policies, codes and guidelines applicable sign a customary joinder to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to the New Directors (and any Replacement)this Agreement. (hv) The parties agree that For the appointment avoidance of the Initial New Director (and any Replacement) is subject to (i) doubt, the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review approval of a questionnaire for director nominees, a background check and interviewsReplacement Designee pursuant to Section 1(a)(iv) and shall not be considered unreasonably withheld if: (ii1) such Initial New Director or Replacement qualifying replacement does not (A) qualify as “independent” pursuant to the NYSE listing standards and having Rules (as defined below), (B) have the relevant financial and business experience to be a director of the Company. In , or (C) satisfy the event requirements set forth in the Company Policies (as defined below), in each case as in effect as of the Distribution Effective Date or such additional or amended guidelines and policies approved by the Board finds that are applicable to all directors of the Initial New Company (collectively clauses (A) through (C), the “Director Criteria”); provided that no Director Criteria will be adopted that would prevent any employee or affiliate of the Icahn Group from becoming directors by virtue of the fact that such person is an employee or affiliate of the Icahn Group had such criteria been in effect today; or (or 2) such Replacement Designee does not satisfy the Tax Criteria. (vi) that (1) for any Replacementannual general meeting of stockholders subsequent to the First Annual Meeting, the Company shall notify the Icahn Group in writing no less than thirty-five (35) calendar days before the advance notice deadline set forth in the Company’s Articles of Incorporation whether the Icahn Designees will be nominated by the Company for election as directors at such annual general meeting and, (2) if the Icahn Designees are to be unsuitableso nominated, shall use reasonable best efforts to cause the election of the Icahn Designees so nominated by the Company (including by (x) recommending that the Company’s stockholders vote in favor of the election of the Icahn Designees, (y) including the Icahn Designees in the Company’s proxy statement and proxy card for such annual general meeting and (z) otherwise supporting the Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate), and reasonably objects the Icahn Group agrees not to conduct a proxy contest regarding any matter, including the identified Initial New Director election of directors, with respect to any such annual general meeting at which the Company has nominated Icahn Designees and such Icahn Designees have consented to being named, and are named, in the proxy statement relating to such annual general meeting. (or any Replacement)vii) that from and after the date of this Agreement, Xxxxxxx Capital shall be entitled to propose so long as an Icahn Designee is seated as a different nominee to member of the Board, and without the approval of the Icahn Designees then on the Board (such nominee will approval not to be subject unreasonably withheld, delayed or conditioned), (w) the Board shall not form an Executive Committee or any other committee with functions similar to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject those customarily granted to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of an Executive Committee; (x) the Board shall not form any other new committee (other than committees formed with respect to matters for which there are actual conflicts of interest between the Icahn Designees and the Company) without offering to at least one Icahn Designee the opportunity to be a member of such committee (provided, however that if such committee has more than five (5) members then both Icahn Designees shall be offered to be appointed to such committee (to the extent there are two Icahn Designees then on the Board)), (y) the Board shall not increase the size of any committee and (z) any Board consideration of appointment and employment of named executive officers, mergers and acquisitions of material assets, or dispositions of material assets, or similar extraordinary transactions, such consideration, and voting with respect thereto shall take place only at the full Board level or in committees of which one of the Icahn Designees is a member (for the avoidance of doubt, nothing in this Agreement changes, amends, or modifies the authority, duties and obligations of the Talent & Compensation Committee of the Board). (viii) each of the Icahn Designees confirms that he or she will recuse himself or herself from such portions of Board or committee meetings, if any, involving actual conflicts between the Company and the Icahn Group. Promptly following the receipt of the Nomination Documents, the Board shall make a determination as to whether the Icahn Designees, based solely upon the representations provided by the Icahn Group in Section 7 of this Agreement (which representations shall be updated by the Icahn Group to be current as of the date of the written election made pursuant to Section 1(a)(i)) and the information provided to the Board by the Icahn Designees in the Nomination Documents, are independent under the Board’s independence guidelines, the independence requirements of the New DirectorsYork Stock Exchange (the “NYSE Rules”), and the independence standards applicable to the Company under paragraph (a)(1) of Item 407 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (ix) that, to the extent permitted by law and the Company’s then-existing insurance coverage, from and after the date that the Icahn Designees are seated as members of the Board, the Icahn Designees shall be covered by the same indemnification and insurance provisions and coverage as are applicable to the individuals that are directors of the Company as of such time, and at such time the Icahn Designees are no later longer members of the Board, then the same indemnification and insurance provisions and coverage as are applicable to former directors of the Company as of such time. (i) Notwithstanding the foregoing, the Company acknowledges that for so long as the Icahn Designees are members of the Board, the Icahn Designees shall have the same rights as any other director with respect to being permitted to attend (as an observer and without voting rights) any committee meeting regardless of whether such director is a member of such committee. (b) At all times from the date that the Icahn Designees are seated as members of the Board through the termination of their service as a member of the Board, each of the Icahn Designees shall comply with all written policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-employee Board members and of which the Icahn Designees have been provided written copies in advance (or which have been filed with the Securities and Exchange Commission (“SEC”) or posted on the Company’s website), including the Company’s code of business conduct, corporate policies on ethical business conduct, political contributions, lobbying and other political activities policy, conflicts of interest policy, xxxxxxx xxxxxxx policy, anti-hedging policy and governance policies (collectively, the “Company Policies”), and shall preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees (except to the extent permitted in the Confidentiality Agreement (as defined below) to be entered into pursuant to Section 5 of this Agreement). In addition, each of the Icahn Designees is aware of and shall act in accordance with his or her fiduciary duties with respect to the Company and its stockholders. For the avoidance of doubt, the Parties agree that notwithstanding the terms of any Company Policies, in no event shall any Company Policy apply to the Icahn Group, other than the earlier Icahn Designees in their capacity as members of the Board. (c) Any provision in this Agreement to the contrary notwithstanding, if at any time after the Distribution Effective Date, the Icahn Group, together with any Icahn Affiliates (as defined below), ceases collectively to beneficially own (for all purposes in this Agreement, the terms “beneficially own” and “beneficial ownership” shall have the meaning ascribed to such terms as defined in Rule 13d-3 (as in effect from time to time) promulgated by the SEC under the Exchange Act), an aggregate Net Long Position (x) in at least six percent (6%) of the total outstanding common shares of the Company (“Common Shares”) as of the Distribution Effective Date (as adjusted for any stock dividends, combinations, splits, recapitalizations and similar type events), (1) April 8one of the Icahn Designees (or, 2017 if applicable, his or her Replacement Designee) shall, and the Icahn Group shall cause such Icahn Designee to, promptly tender his or her resignation from the Board and any committee of the Board on which he or she then sits and (2) the mailing of Icahn Group shall not have the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and right to replace such Icahn Designee; or (y) any Replacement in at least three percent (3%) of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification total outstanding Common Shares as of the proposed Distribution Effective Date (as adjusted for any stock dividends, combinations, splits, recapitalizations and similar type events), (1) each of the Icahn Designees (or, if applicable, his or her Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement Designee) shall, and the completion of an interview of Icahn Group shall cause such Replacement by Icahn Designee to, promptly tender his or her resignation from the Nomination Board and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment any committee of the Subsequent New Director, including identifying such highly qualified independent director. Board on which he or she then sits and (i) If the Board forms any new committee during the Standstill Period, at least one of (i2) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), Icahn Group shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate right to serve replace such Icahn Designee(s). For clarity, “Common Shares” will include the shares of the entity resulting from the amalgamation of the Company expected to be effected in connection with the B+L Distribution for which the Common Shares are exchanged pursuant to such amalgamation. The Icahn Group, upon request, shall keep the Company regularly apprised of the Net Long Position of the Icahn Group and the Icahn Affiliates to the extent that such position differs from the ownership positions publicly reported on such committeethe Icahn Schedule 13D and amendments thereto.

Board Representation and Board Matters. (a) The Company willand Third Point agree as follows: (i) the Company, as promptly as practicable, increase the size following a lengthy and comprehensive search for a new member of the Board by two (2) directors Board, has determined to twelve (12) directors such that there would be two (2) vacancies on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of add Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company Board prior to the November meeting of the Board which shall be held no later than November 30, 2022 (the “Subsequent New Director” andBoard Meeting”), together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend and Third Point supports her addition to the Board one or more candidates for appointment Board. In furtherance thereof, New Director will be appointed to serve as a director of the Subsequent New DirectorCompany, each of whom shall satisfy effective no later than the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size date of the Board to Meeting, and will be larger than twelve (12) members at any time prior to included in the Company’s 2017 annual meeting slate of shareholders director nominees in the Company’s proxy statement for its 2023 Annual Meeting of Stockholders (the “2017 2023 Annual Meeting”).; (bii) The Company’s slate of nominees for election as directors of the Company at the 2017 Annual Meeting shall include the 2016 Director and the New Directors (and any Replacement). (c) Subject to Xxxxxxx Capital’s compliance with Section 2(b), the Company will use commercially reasonable best efforts to cause the election of the 2016 New Director and the New Directors (and any respective Replacement) to the Board at the 2017 2023 Annual Meeting and, if applicable, the 2024 Annual Meeting (as defined below) (including recommending that the Company’s stockholders vote in favor of the election of the 2016 New Director and the New Directors (and any respective Replacement) (along with all of the Company’s other Company nominees) and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).; and (diii) At for so long as the 2017 Annual Meeting, two (2) of the directors serving New Director is on the Board on Board, the date hereof Company shall notify Third Point in writing (other a “Slate Notice”), no later than 30 days prior to the 2016 Director and Initial New Director) shall not be nominated advance notice deadline for re-election as directors by the Company, and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion of making director nominations under the Company’s 2018 annual meeting bylaws at its 2024 Annual Meeting of shareholders Stockholders (the “2018 2024 Annual Meeting”), whether the Board shall not increase New Director will be included on the size Company’s slate of nominees for the Board 2024 Annual Meeting, provided that if for any reason (other than due to more than ten (10the New Director’s death, disability, resignation or refusal to be named on the Company’s slate of nominees or in the Company’s proxy statement for the 2024 Annual Meeting) directors; provided, that during the period between Company fails to include the 2017 Annual Meeting and New Director on the 2018 Company’s slate of nominees at the 2024 Annual Meeting, the Company shall be permitted (x) inform Third Point thereof in writing, (y) take such action (including extending the director nomination deadline) to increase ensure that Third Point has at least 45 days from the size date that the Company makes such notification to submit director nominations for such annual meeting in accordance with the bylaws of the Board in order to appoint additional highly qualified independent directorsCompany, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving on the Board on (z) not hold any such annual meeting for at least 75 days from the date hereof do not stand for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by that the Company in good faithmakes such notification. (eb) For so long as the 2016 Director (or any Replacement) serves on the BoardThird Point acknowledges that, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as a member of the Board, it is acknowledged and agreed that the New Directors (and any Replacement) shall be all directors are required to comply with all policies, codes procedures, processes, codes, rules, standards and guidelines generally applicable to Board members, copies including the Company’s code of whichbusiness conduct and ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance standards, in each case, case that have been provided to Xxxxxxx Capital and will be provided identified to the New Directors (Director, and any Replacement). (h) The parties agree that preserve the appointment confidentiality of Company business and information, including discussions or matters considered in meetings of the Initial New Director (and any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director Board or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent directorcommittees. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committee.

Board Representation and Board Matters. (a) The Company willCompany, the Existing Directors and the Shareholder Group agree as promptly as practicablefollows: (i) at the Effective Time, increase the size of the Board by two (2) directors to twelve (12) directors such that there would be two (2) vacancies on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company shall take all necessary action first, (collectively, the “Applicable Criteria”)A) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of the Board to be larger than twelve (12) members at any time prior to the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”). (b) The Company’s slate of nominees for election as directors Directors of the Company at (the 2017 Annual Meeting shall include "Board") from 10 members to 16 members, second, (B) to appoint Xxxxxxx (Xxx) X. Xxxxxxxxx and Xxxxxxxx Read (collectively, the 2016 Director "New Independent Directors" and the each, a "New Directors (and any Replacement). (c) Subject to Xxxxxxx Capital’s compliance with Section 2(bIndependent Director"), Xxxxx Xxxxxx (the Company will use reasonable best efforts "Xxxxxx Designee"), Xxxxx Xxxxx and Xxxxxxxx Xxxxxxxx (collectively, the "Icahn Designees" and each, an "Icahn Designee" and together with the Xxxxxx Designee, the "Shareholder Designees") and Xxxx Xxxxxxxx (the "Other Designee"), third, (C) to cause procure and accept the election resignation of each of the 2016 Director and Resigning Directors from the New Directors (and any respective Replacement) to the Board at the 2017 Annual Meeting (including recommending that the Company’s stockholders vote Board, in favor of the election of the 2016 Director and the New Directors (and any respective Replacement) (along with all of the Company’s nominees) and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees each case substantially in the aggregate). (d) At the 2017 Annual Meeting, two (2) of the directors serving on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election form attached hereto as directors by the CompanyAnnex 1, and the Board shall take all necessary actions fourth, (D) to decrease the size of the Board from twelve (12) 16 members to ten 9 members; (10ii) members effective immediately after at the 2017 Annual Meeting. After Effective Time, Xxxx Xxxxxxxx agrees to resign from the 2017 Annual Meeting Board and through the completion as Chief Executive Officer of the Company and the parties hereto agree that such resignation shall be treated as a voluntary resignation; (iii) that as of the date hereof and before giving effect to this Agreement, the Company represents and warrants that, prior to the Board appointing the New Independent Directors, the Shareholder Designees and the Other Designee as directors and prior to the effectiveness of the resignations contemplated by Section 1(a)(i) and Section 1(a)(ii), the Board is composed of 10 directors and that there are no vacancies on the Board; (iv) the Company shall waive its advance notice bylaw provision with respect to nominations of persons for election to the Board of Directors of the Company at the Company’s 's 2018 annual meeting of shareholders (the “"2018 Annual Meeting”)") and business proposed thereat for a period of 30 days following the Effective Time; and (v) the Company shall hold, and complete, its 2018 Annual Meeting no later than the date that is the four month anniversary of the Effective Time. (b) The Company and the Shareholder Group agree as follows: (i) the Company's slate of nominees for election to the Board shall not increase at the size 2018 annual meeting of shareholders of the Board to more than ten Company (10) directors; provided, that during the period between the 2017 Annual Meeting and the "2018 Annual Meeting") will consist only of the following individuals (collectively, the "2018 XRX Slate"): the New Independent Directors, the Shareholder Designees, the Other Designee and the Continuing Directors; (ii) in the event that the principal corporate counsel to the Company is not reasonably acceptable to Xxxxxx, that in addition to the Xxxxxx Designee, following the Effective Time, the Company shall be permitted to increase the size of the Board in order take all necessary action to appoint additional highly qualified independent directors, recommended (A) Xxxxxx Xxxxxx or (B) an individual designated by the Nomination and Governance Committee Xxxxxx Xxxxxx and approved by the Board, so long such approval not to be unreasonably withheld, conditioned or delayed (an "Acceptable Person") (and if such proposed designee is not an Acceptable Person, Xxxxxx shall be entitled to continue designating an individual until such proposed designee is an Acceptable Person) to the Board (the "Additional Xxxxxx Director"); provided that such Additional Xxxxxx Director shall be: (A) approved and appointed to the Board no later than five business days following written notice delivered by Xxxxxx to the Company; and (B) deemed to be a Xxxxxx Designee and a Shareholder Designee for all purposes under this Agreement; and (iii) that, to the extent permitted by law and the Company's existing insurance coverage, from and after the date of this Agreement, the Shareholder Designees shall be covered by the D&O Insurance (as an equivalent number defined below). (c) At all times from the Effective Time through the termination of directors serving their service as a member of the Board, the Shareholder Group shall cause the Shareholder Designees to comply with all written policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members and of which the Shareholder Designees have been provided written copies in advance (or which have been filed with the Securities and Exchange Commission or posted on the Company's website), including, the Company's code of business conduct and ethics, standards of business conduct, securities trading policies, xxxxxxx xxxxxxx policy, directors confidentiality policy, directors' code of conduct and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees (except as permitted in accordance with the Confidentiality Agreement). For the avoidance of doubt, without limiting the applicability of relevant laws, the Company agrees that such policies, procedures, processes, codes, rules, standards and guidelines shall not be applicable to, or deemed to apply or extend to, any member (individual or entity) of the Shareholder Group (other than their application to the Shareholder Designees). (d) Upon the Effective Time, each member of the Shareholder Group, on behalf of itself and its Related Parties, hereby irrevocably withdraws the date hereof do nomination of Xxxxxxxx Xxxxxxxxxxx, Xxxxx Xxxxx, Xxxxxxx (Xxx) X. Xxxxxxxxx and Xxxxxxxx X. Read notified by or on behalf of it to the Company in connection with the 2018 Annual Meeting and any related materials or notices submitted to the Company in connection therewith or related thereto, and agrees not stand to, and not to knowingly encourage or induce any other Person to, nominate any new nominee for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have Upon the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directorsEffective Time, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 Director (or any Replacement) serves on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as a member of the Board, it is acknowledged Shareholder Group hereby further withdraws and agreed that terminates all requests for stock list materials and other books and records of the Company under Section 624 of the New Directors (York Business Corporation Law and any Replacement) shall be required New York common or other statutory or regulatory provisions providing for shareholder access to comply with all policies, codes books and guidelines applicable to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to the New Directors (and any Replacement)records. (h) The parties agree that the appointment of the Initial New Director (and any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committee.

Board Representation and Board Matters. (a) The Company willand the Icahn Group agree as follows: (i) On or prior to the date of this Agreement, as promptly as practicable, increase the size of the Board by two (2) directors to twelve (12) directors such that there would be two (2) vacancies on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall take or shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not taken all necessary action to increase the size of the Board of Directors of the Company (the “Board”) by two (2) seats to be larger than twelve (12), and following consultation with the Icahn Group, to appoint Xxxxx Xxxxx and Xxxx Xx (Messrs. Icahn and Hu, collectively, the “Icahn Designees” and each an “Icahn Designee”) members to fill the resulting vacancies, effective on the date of this Agreement, each with a term expiring at any time prior to the Company’s 2017 2022 annual meeting of shareholders stockholders of the Company (the “2017 2022 Annual Meeting”). (bii) The as long as the Icahn Group has not materially breached this Agreement and failed to cure such breach within five (5) business days of written notice from the Company specifying any such breach, the Company agrees that the Company’s slate of nominees for election as directors of to the Company Board at the 2017 2022 Annual Meeting shall include will consist of no more than eleven (11) individuals (collectively, the 2016 Director “2022 Xxxx Xxxxx”) and will include, subject to their willingness and consent to serve, the New Directors (and any Replacement)Icahn Designees. (ciii) Subject to Xxxxxxx Capital’s compliance with Section 2(b), the Company will shall use reasonable best efforts to cause the election of each of the 2016 Director and the New Directors (and any respective Replacement) to the Board Icahn Designees at the 2017 2022 Annual Meeting (including by (x) recommending that the Company’s stockholders vote in favor of the election of each of the 2016 Director and Icahn Designees, (y) including each of the New Directors (and any respective Replacement) (along with all of Icahn Designees in the Company’s nomineesproxy statement and proxy card for the 2022 Annual Meeting, and (z) and otherwise supporting each of the 2016 Director and the New Directors (and any respective Replacement) Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). The Icahn Group agrees not to conduct a proxy contest or engage in any solicitation of proxies regarding any matter, including the election of directors, with respect to the 2022 Annual Meeting. (div) At that as a condition to the 2017 Annual Meeting, two Icahn Designees’ (2and any Replacement Designees’) of the directors serving on appointment to the Board on and subsequent nomination for election, the date hereof Icahn Designees each agree (other than and the 2016 Director Icahn Group agrees to cause the Icahn Designees and Initial New Directorany Replacement Designees) shall not be nominated for re-election as directors by to provide to the Company, prior to nomination and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting appointment and through the completion of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), the Board shall not increase the size of the Board to more than ten (10) directors; provided, that during the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as on an equivalent number of directors serving on the Board on the date hereof do not stand for reon-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 Director (or any Replacement) serves on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times going basis while serving as a member of the Board, it such information and materials as the Company routinely receives from other members of the Board or as is acknowledged required to be disclosed in proxy statements under applicable law or as is otherwise reasonably requested by the Company from time-to-time from all members of the Board in connection with the Company’s legal, regulatory, auditor or stock exchange requirements, including, but not limited to, a completed D&O Questionnaire in the form separately provided by the Company to the Icahn Group (the “Nomination Documents”). (v) that, subject to Section 1(c) below, should any Icahn Designee resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving, on the Board (other than as a result of not being nominated by the Company for election at an annual meeting of stockholders subsequent to the 2022 Annual Meeting, following which the Icahn Group’s replacement rights pursuant to this Section 1(a)(v) shall terminate with respect to such Icahn Designee), as long as the Icahn Group has not materially breached this Agreement and agreed failed to cure such breach within five (5) business days of written notice from the Company specifying any such breach, the Icahn Group shall be entitled to designate, and the Company shall cause to be added as a member of the Board or as a nominee on the 2022 Xxxx Xxxxx, as applicable, a replacement that is approved by the New Directors Board, such approval not to be unreasonably withheld, conditioned or delayed (an “Acceptable Person”) (and if such proposed designee is not an Acceptable Person, the Icahn Group shall be entitled to continue designating a recommended replacement until such proposed designee is an Acceptable Person) (a “Replacement Designee”). Any such Replacement Designee who becomes a Board member in replacement of any Replacement) Icahn Designee shall be deemed to be an Icahn Designee for all purposes under this Agreement and, as a condition to being appointed to the Board, shall be required to comply with all policies, codes and guidelines applicable sign a customary joinder to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to the New Directors (and any Replacement)this Agreement. (hvi) The parties agree that for the appointment avoidance of the Initial New Director (and any Replacement) is subject to (i) doubt, the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review approval of a questionnaire for director nominees, a background check and interviewsReplacement Designee pursuant to Section 1(a)(v) and shall not be considered unreasonably withheld if such replacement does not: (iiA) such Initial New Director or Replacement qualifying qualify as “independent” pursuant to the NYSE listing standards and having Rules (as defined below), (B) have the relevant financial and business experience to be a director of the Company. In , (C) satisfy the event requirements set forth in the Company Policies (as defined below), in each case as in effect as of the date of this Agreement or such additional or amended guidelines and policies approved by the Board finds that are applicable to all directors of the Initial New Company, (collectively clauses (A) through (C), the “Director Criteria”); provided that (or i) no new Director Criteria will be adopted that would have prevented the Icahn Designees from becoming directors had such criteria been in effect today, and (ii) the Company acknowledges that Xxxxx Xxxxx and Xxxx Xx each satisfy the requirements of Section 1(a)(vi)(B). (vii) that (1) for any Replacementannual meeting of stockholders subsequent to the 2022 Annual Meeting, the Company shall notify the Icahn Group in writing no less than thirty-five (35) calendar days before the advance notice deadline set forth in the Company’s Bylaws whether the Icahn Designees will be nominated by the Company for election as directors at such annual meeting and, (2) if the Icahn Designees are to be unsuitableso nominated, shall use reasonable best efforts to cause the election of the Icahn Designees so nominated by the Company (including by (x) recommending that the Company’s stockholders vote in favor of the election of the Icahn Designees, (y) including the Icahn Designees in the Company’s proxy statement and proxy card for such annual meeting and (z) otherwise supporting the Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate), and reasonably objects the Icahn Group agrees not to conduct a proxy contest or engage in any solicitation of proxies regarding any matter, including the election of directors, with respect to any such annual meeting at which the Company has nominated Icahn Designees and such Icahn Designees have consented to being named, and are named, in the proxy statement relating to such annual meeting. (viii) that as of the date of this Agreement, the Company represents and warrants that, (y) prior to the identified Initial New Director Board appointing the Icahn Designees as directors, the Board is composed of ten (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to 10) directors and that there are no vacancies on the Board, and such nominee (z) immediately after the Board appoints the Icahn Designees as directors, the Board will be subject to this same processcomposed of twelve (12) directors and that there will be no vacancies on the Board. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject Notwithstanding anything to the candidates meeting contrary herein, from and after the criteria described hereindate of this Agreement, so long as an Icahn Designee is a member of the Board, without the approval of the Icahn Designees who are then members of the Board, the Board shall not increase the size of the Board above (1) prior to ensure the opening of the polls at the 2022 Annual Meeting, twelve (12) directors and (2) from and after the opening of the polls at the 2022 Annual Meeting, eleven (11) directors. (ix) that all from and after the date of this Agreement, so long as an Icahn Designee is a member of the Board, without the approval of the Icahn Designees then on the Board (such director appointments are completed as promptly as practicable and in the case of approval not to be unreasonably withheld, delayed or conditioned), (x) the Board shall not form an Executive Committee or any other committee with functions similar to those customarily granted to an Executive Committee; (y) the Board shall not form any other new committee (other than committees formed with respect to matters for which there are actual conflicts of interest between the Icahn Designees and the Company) without offering to at least one Icahn Designee the opportunity to be a member of such committee (provided, however that if such committee has more than five (5) members then both Icahn Designees shall be offered to be appointed to such committee (to the extent there are two Icahn Designees then on the Board)) and (z) the Board shall not increase the size of any committee other than to appoint Xxxxxxx X. Xxxxxxxxx and each of the Icahn Designees to such committee. Notwithstanding anything to the contrary in this Agreement, any Board consideration of appointment and employment of named executive officers, mergers and acquisitions of material assets, or dispositions of material assets, or similar extraordinary transactions, such consideration, and voting with respect thereto shall take place only at the full Board level or in committees of which one of the Icahn Designees is a member (for the avoidance of doubt, nothing in this Agreement changes, amends, or modifies the authority, duties and obligations of the Compensation Committee of the Board). (x) each of the Icahn Designees confirms that he or she will recuse himself or herself from such portions of Board or committee meetings, if any, involving actual conflicts between the Company and the Icahn Group. Promptly following the receipt of the Nomination Documents, the Board shall make a determination as to whether the Icahn Designees, based solely upon the representations provided by the Icahn Group in Section 7 of this Agreement and the information provided to the Board by the Icahn Designees in the Nomination Documents, are independent under the Board’s independence guidelines, the independence requirements of the New DirectorsYork Stock Exchange (the “NYSE Rules”), and the independence standards applicable to the Company under paragraph (a)(1) of Item 407 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (xi) that, to the extent permitted by law and the Company’s existing insurance coverage, from and after the time the Icahn Designees are members of the Board, the Icahn Designees shall be covered by the same indemnification and insurance provisions and coverage as are applicable to the individuals that are currently directors of the Company, and at such time the Icahn Designees are no longer members of the Board, then the same indemnification and insurance provisions and coverage as are applicable to former directors of the Company. (xii) concurrently with their appointments to the Board pursuant to Section 1(a)(i) and subject to compliance with all stock exchange rules, the Board will consider appropriate appointments for the Icahn Designees to applicable Board committees as they would consider such appointments for other Board candidates. Notwithstanding the foregoing, the Company acknowledges that for so long as the Icahn Designees are members of the Board, the Icahn Designees shall have the same rights as any other director with respect to being permitted to attend (as an observer and without voting rights) any committee meeting regardless of whether such director is a member of such committee, except in cases where privileged matters will be discussed or reviewed (unless the Icahn Designees commit, in writing, on terms reasonably satisfactory to the Company, not to share information relating to such matters with the Icahn Group, including its Affiliates, Associates and representatives), where the matters under consideration involve an actual conflict of interest between the Company and the Icahn Group or its Affiliates or Associates, or where, upon advice of outside counsel to the Company, the Icahn Designees attendance would jeopardize any legal privilege. (b) At all times from the date of this Agreement through the termination of their service as a member of the Board, each of the Icahn Designees shall comply with all written policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-employee Board members and of which the Icahn Designees have been provided written copies in advance (or which have been filed with the Securities and Exchange Commission (“SEC”) or posted on the Company’s website), including the Company’s code of business conduct, Standards of Conduct for Members of the Board of Directors Policy, Corporate Governance Guidelines, Regulation FD Policy, corporate policies on ethical business conduct, political contributions, lobbying and other political activities policy, conflicts of interest policy, global privacy policy, related party transaction policy, xxxxxxx xxxxxxx policy, anti-hedging policy and governance policies (collectively, the “Company Policies”), and shall preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees (except to the extent permitted in the Confidentiality Agreement (as defined below) to be entered into pursuant to Section 5 of this Agreement). In addition, each of the Icahn Designees is aware of and shall act in accordance with his or her fiduciary duties with respect to the Company and its stockholders. For the avoidance of doubt, the Parties agree that notwithstanding the terms of any Company Policies, in no event shall any Company Policy apply to the Icahn Group, other than the Icahn Designees in their capacity as members of the Board. (c) Any provision in this Agreement to the contrary notwithstanding, if at any time after the date of this Agreement, the Icahn Group, together with any Icahn Affiliates (as defined below), ceases collectively to beneficially own (for all purposes in this Agreement, the terms “beneficially own” and “beneficial ownership” shall have the meaning ascribed to such terms as defined in Rule 13d-3 (as in effect from time to time) promulgated by the SEC under the Exchange Act), an aggregate Net Long Position (x) in at least 8,654,048 of the total outstanding common shares, no later than par value, of the earlier of Company (“Common Shares”) (as adjusted for any stock dividends, combinations, splits, recapitalizations and similar type events), (1) April 8one of the Icahn Designees (or, 2017 if applicable, his or her Replacement Designee) shall, and the Icahn Group shall cause such Icahn Designee to, promptly tender his or her resignation from the Board and any committee of the Board on which he or she then sits and (2) the mailing of Icahn Group shall not have the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and right to replace such Icahn Designee; or (y) any Replacement in at least 4,327,024 of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification total outstanding Common Shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and similar type events), (1) each of the proposed Icahn Designees (or, if applicable, his or her Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement Designee) shall, and the completion of an interview of Icahn Group shall cause such Replacement by Icahn Designee to, promptly tender his or her resignation from the Nomination Board and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment any committee of the Subsequent New Director, including identifying such highly qualified independent director. Board on which he or she then sits and (i) If the Board forms any new committee during the Standstill Period, at least one of (i2) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), Icahn Group shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate right to serve on replace such committeeIcahn Designee(s).

Board Representation and Board Matters. (a) The Company will(acting through the Special Committee) and GVIC agree as follows: (i) upon the execution of this Agreement, GVIC shall be deemed to have withdrawn the Nomination Notice, and any and all related materials and notices submitted to the Company in connection therewith; (ii) as promptly soon as reasonably practicable, increase the size Special Committee shall appoint Jxxxxxx X. Xxxxxx to serve as a member of the Board by two with a term expiring at the 2021 Annual Meeting (2) directors to twelve (12) directors such that there would be two (2) vacancies on and, if necessary, the Board and appoint (x) a highly qualified independent director (who Special Committee shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of cause the Company (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed take all action necessary to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of expand the Board to be larger permit the appointment of Jxxxxxx Xxxxxx); (iii) as soon as reasonably practicable, but in no event later than twelve (12) members at any time prior to the Company’s 2017 annual meeting filing of shareholders (the “2017 definitive proxy statement with the SEC for the 2021 Annual Meeting”). (b) The Company’s slate , the Special Committee shall cause the Company to nominate and begin efforts to accommodate the successful election of nominees for election Jxxxxxx Xxxxxx as directors a director of the Company at the 2017 2021 Annual Meeting shall include Meeting, with a term expiring at the 2016 Director and Company’s 2022 annual meeting of stockholders (the New Directors (and any Replacement). (c) Subject to Xxxxxxx Capital’s compliance with Section 2(b“2022 Annual Meeting”), provided, that the Company will (A) use reasonable its best efforts to cause the election of the 2016 Director and the New Directors (and any respective Replacement) to the Board Jxxxxxx Xxxxxx at the 2017 2021 Annual Meeting (including including, but not limited to, soliciting on behalf of Jxxxxxx Xxxxxx and recommending that the Company’s stockholders vote in favor of the election of the 2016 Director and the New Directors (and any respective Replacement) (along with all of the Company’s nomineeshis election) and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) support Jxxxxxx Xxxxxx for election in a manner no less rigorous and favorable than the manner in which the Company supports supports, and has historically supported, its other nominees in the aggregate)., and (B) take any other action necessary to nominate and elect Jxxxxxx Xxxxxx to the Board; (div) At the 2017 Annual MeetingCompany, led and directed by the Special Committee, shall continue its efforts through an independent search firm (the “Director Search Firm”) to identity and appoint and/or nominate two (2) of the additional new, independent directors serving on to the Board on the date hereof (other than Jxxxxxx Xxxxxx) (the 2016 Director and Initial “New Director) shall not Directors”), with such New Directors to be nominated for re-election as directors at 2021 Annual Meeting; (v) the Director Search Firm shall be instructed by the Company, and Special Committee to include in the Board shall take all necessary actions to decrease candidate pool being considered by the size of the Board from twelve Director Search Firm (12A) members to ten any candidates nominated by GVIC (10other than Jxxxxxx Xxxxxx) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion or (B) suggested or nominated by other stockholders of the Company’s 2018 annual meeting ; (vi) as soon as reasonably practicable, the Company shall hire an independent search firm to identify a new President and CEO of shareholders the Company (the “2018 Annual MeetingReplacement CEO”)) to replace Bxxxx Xxxxxxxx, the Board shall not increase the size of the Board to more than ten (10) directors; provided, that during such search firm for the period between Replacement CEO search is not required to be the 2017 Annual Meeting and same firm as the 2018 Director Search Firm; (vii) from the Effective Date until the 2021 Annual Meeting, the Company Special Committee shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination keep Jxxxxxx Xxxxxx informed and Governance Committee and approved by the Board, so long as an equivalent number of directors serving up-to-date on the Board on search for the date hereof do not stand for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination New Directors and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company seek Jxxxxxx Xxxxxx’x input in good faith.connection therewith; and (eviii) For so long as the 2016 Director (or any Replacement) serves on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of if during the Standstill Period (as defined hereinbelow) Jxxxxxx Xxxxxx is unable to serve as a member of the Board for any reason, then GVIC shall be entitled to identify a replacement individual who qualifies as an independent director under Rule 5605 of the Nasdaq Listing Rules (any such director appointed to the Board in connection with such replacement right, a “Replacement Director”) and who is reasonably acceptable to the Nominating Committee of the Board and the full Board (acting in good faith in accordance with their customary and generally applicable procedures for evaluating director candidates, and subject to such proposed Replacement director providing (i) a completed and executed reasonable D&O questionnaire (substantially in the form completed by the Company’s incumbent, non-management directors), Xxxxxxx Capital engages (ii) any information required to be or customarily disclosed for all applicable directors and candidates for directors in any a proxy statement or other filings under applicable law or stock exchange rules or listing standards; (iii) reasonable information in connection with assessing eligibility, independence and other criteria applicable to the Company’s directors or satisfying compliance and legal obligations applicable to the Company’s directors; and (iv) such other information as reasonably requested by the Company from time to time with respect to person as required to be provided under the Company’s Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws) and such Replacement Director shall be promptly appointed to the actions set forth in Section 2(bBoard (it being understood, for the avoidance of doubt, that such Replacement Director shall thereafter be entitled to the same rights and subject to the same requirements under this Agreement applicable to the replaced director prior to his or her ceasing to be a director, and such person shall be appointed to the Board to serve the unexpired term, if any, of such replaced director), it being understood that GVIC may propose multiple persons until a Replacement Director is identified. (gb) At Each party acknowledges that Jxxxxxx Xxxxxx will, at all times while serving as a member of the Board, it is acknowledged and agreed that the New Directors (and any Replacement) shall be required to comply with all policies, codes procedures, processes, codes, rules, standards and guidelines applicable to all Board members, copies including the Company’s Code of whichConduct, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and other corporate governance policies (each, a “Policy”). The Company agrees that it will not amend any Policy or the Company’s organizational documents for the purpose of disqualifying Jxxxxxx Xxxxxx from service on the Board or any committee thereof, or take any other similar action to frustrate the purpose of this Agreement. The Company agrees to indemnify, compensate and reimburse Jxxxxxx Xxxxxx in each casethe same manner as other directors are indemnified, have been provided to Xxxxxxx Capital compensated and will be provided to reimbursed in connection with their service on the New Directors (and Board or any Replacement)committee thereof. (hc) The parties agree GVIC acknowledges that the appointment of the Initial New Director (and U.S. securities laws generally prohibit any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nomineesperson who has received from an issuer material, a background check and interviews) and (ii) non-public information concerning such Initial New Director issuer from purchasing or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview selling securities of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts issuer or from communicating such information to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board other person under circumstances in which it is reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or foreseeable that such director does not have the relevant expertise person is likely to purchase or experience necessary or appropriate to serve on sell such committeesecurities.

Board Representation and Board Matters. (a) The Company willand the Icahn Group agree as follows: (i) for purposes of this Agreement, Xxxxx Xxxxx and Xxxxxxxx Xxxxxxxx are each referred to as promptly an “Icahn Designee” and collectively as practicablethe “Icahn Designees”, increase and Xxxxxxxx Xxxxxxxxxxx is referred to as the size “Independent Designee”; (ii) as long as the Icahn Group has not materially breached this Agreement and failed to cure such breach within five (5) business days of the Board by two (2) directors to twelve (12) directors such that there would be two (2) vacancies on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of written notice from the Company (collectivelyspecifying any such breach, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by Company agrees that the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of the Board to be larger than twelve (12) members at any time prior to the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”). (b) The Company’s slate of nominees for the 2021 annual meeting of shareholders of the Company (the “2021 Annual Meeting” and such slate, the “2021 Slate”) will (A) include each of the Icahn Designees and the Independent Designee; provided that by written notice delivered to the Company no later than February 8, 2021, the Icahn Group may elect to replace any or all of the Icahn Designees or the Independent Designee on the 2021 Slate with designees selected by the Icahn Group and approved by the Company, such approval not to be unreasonably withheld or delayed (an “Acceptable Person”) (and if such proposed designee is not an Acceptable Person, the Icahn Group shall be entitled to continue designating a recommended replacement until such proposed designee is an Acceptable Person), provided that any such replacement Icahn Designee must satisfy the Institutional Requirements (as defined below) and any such replacement Independent Designee must satisfy the Independence Requirements (as defined below) and the Institutional Requirements (as defined below), and (B) include no more than nine (9) nominees, it being understood that other than with respect to the Icahn Designees and the Independent Designee, the composition of the 2021 Slate shall be in the discretion of the Board (including the Icahn Designees and the Independent Designee) subject to any contractual obligations owed by the Company to other persons with respect to the 2021 Slate; any such Acceptable Person who becomes a Board nominee at the 2021 Annual Meeting in replacement of any Icahn Designee shall be deemed to be an Icahn Designee or who becomes a Board nominee at the 2021 Annual Meeting in replacement of the Independent Designee shall be deemed to be the Independent Designee, in each case for all purposes under this Agreement; (iii) that as a condition to the nomination to the Board of Directors of the Company (the “Board”) of the Icahn Designees and the Independent Designee, the Icahn Group, including the Icahn Designees, agrees to provide, and the Independent Designee shall be required to provide, to the Company, prior to nomination and on an on-going basis while serving as a member of the Board, such information and materials as the Company routinely receives from other members of the Board or as is required to be disclosed in proxy statements under applicable law or as is otherwise reasonably requested by the Company from time-to-time from all members of the Board in connection with the Company’s legal, regulatory, auditor or stock exchange requirements, including a completed D&O Questionnaire in the form separately provided to the Icahn Group and the Independent Designee (or such other form as shall be used by the Company for members of the Board generally) and, solely in the case of the Icahn Designees and as contemplated by Section 1(b) of this Agreement, an executed irrevocable resignation as director in the form attached hereto as Exhibit A (the “Nomination Documents”); (iv) that should any Icahn Designee or the Independent Designee resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason, following his or her appointment thereto, fail to serve or is not serving, on, the Board (other than as a result of not being nominated by the Company for election as directors at an annual meeting of shareholders or not being elected by shareholders of the Company at any annual meeting held after the 2017 Annual Meeting date hereof), as long as the Icahn Group has not materially breached this Agreement and failed to cure such breach within five (5) business days of written notice from the Company specifying any such breach, the Icahn Group shall include the 2016 Director be entitled to designate, and the New Directors Company shall cause to be added as a member of the Board, a replacement that is an Acceptable Person (and if such proposed designee is not an Acceptable Person, the Icahn Group shall be entitled to continue designating a recommended replacement until such proposed designee is an Acceptable Person) (a “Replacement”); provided, however, that (A) the right to propose a designee to replace the Independent Designee (including with respect to the 2021 Annual Meeting) shall terminate and cease to exist at such time as the Icahn Group does not have the right to designate at least one (1) Icahn Designee to the Board as provided in Section 1(b) hereof, (B) if any Replacement). proposed designee is to replace the Independent Designee, such proposed designee must not be employed by any member of the Icahn Group or any controlled Affiliate thereof, and must qualify as an “independent director” under applicable rules of the United States Securities and Exchange Commission (c) Subject to Xxxxxxx Capital’s compliance with Section 2(bthe “SEC”), the rules of any stock exchange on which the Company is traded and applicable governance policies of the Company then in effect (the requirements in this clause (B), the “Independence Requirements”), and (C) any such proposed designee must, in order to be considered by the Board or the Corporate Governance Committee thereof as contemplated hereby, have (1) submitted to the Company all of the Nomination Documents, and (2) agreed to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc., Glass Lewis & Co., LLC, BlackRock, Inc., The Vanguard Group, and/or State Street Corporation as a result of his or her or her appointment to the Board (the requirements in this clause (B), the “Institutional Requirements”). Any such Replacement who becomes a Board member in replacement of any Icahn Designee shall be deemed to be an Icahn Designee or who becomes a Board member in replacement of the Independent Designee shall be deemed to be the Independent Designee, in each case for all purposes under this Agreement; (v) that (A) for any annual meeting of shareholders subsequent to the 2021 Annual Meeting, the Company shall notify the Icahn Group in writing no less than forty-five (45) calendar days before the advance notice deadline set forth in the Company’s Amended & Restated Bylaws whether any Icahn Designee and/or the Independent Designee will be nominated by the Company for election as a director at such annual meeting and, (B) for any annual meeting of shareholders, if the Icahn Designee(s) and/or the Independent Designee are to be nominated, shall use reasonable best efforts to cause the election of the 2016 Director and Icahn Designee(s) and/or Independent Designee so nominated by the New Directors (and any respective Replacement) to the Board at the 2017 Annual Meeting Company (including recommending that the Company’s stockholders shareholders vote in favor of the election of the 2016 Director and Icahn Designee(s) and/or Independent Designee, including the New Directors (and any respective ReplacementIcahn Designee(s) (along with all of and/or Independent Designee in the Company’s nominees) proxy statement and proxy card for such annual meeting and otherwise supporting the 2016 Director and the New Directors (and any respective ReplacementIcahn Designee(s) and/or Independent Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).; (dvi) At the 2017 Annual Meeting, two (2) so long as both Icahn Designees are members of the directors serving on Board, without the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Company, and the Board shall take all necessary actions to decrease the size approval of the Board from twelve (12) Icahn Designees who are then members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”)Board, the Board shall not increase the size of the Board to more than ten above nine (109) directors; provided, that during each having one vote on all matters; (vii) that: (A) from and after the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted to increase the size date of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Boardthis Agreement, so long as an equivalent number of directors serving on the Board on the date hereof do not stand for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 Director (or any Replacement) serves on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or Icahn Designee is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as a member of the Board, it the Board shall not form an Executive Committee or any other committee with functions similar to those customarily granted to an Executive Committee; (B) from and after the date of this Agreement, so long as an Icahn Designee is acknowledged and agreed that the New Directors (and any Replacement) shall be required to comply with all policies, codes and guidelines applicable to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to the New Directors (and any Replacement). (h) The parties agree that the appointment a member of the Initial New Director (and Board, the Board shall not form any Replacement) is subject new committee without offering to (i) at least one Icahn Designee the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience opportunity to be a director member of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitablesuch committee, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure provided that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8the Icahn Designee may serve on the applicable committee of the Board only if he or she meets any independence or other requirements under applicable law and the rules and regulation of the New York Stock Exchange (or other securities exchange on which the Company’s securities may then be traded) for service on such committee, 2017 and (2) the mailing foregoing shall not apply to any committee formed to consider a transaction or agreement with or to otherwise address any actual or potential conflicts of interest between the Company or any subsidiary thereof, on the one hand, and the Icahn Group or any Affiliate (as defined below) thereof, on the other hand; and (C) from and after the date of this Agreement, so long as an Icahn Designee is a member of the Board, with respect to any Board consideration of appointment and employment of executive officers, mergers, acquisitions of material assets, dispositions of material assets, or other extraordinary transactions, such consideration, and voting with respect thereto, shall take place only at the full Board level or, subject only to the terms set forth in clause (B) immediately above, in committees of which one of the Icahn Designees is a member. Each of the Icahn Designees confirms that he or she will in good faith consider recusal from such portions of Board or committee meetings, if any, involving actual conflicts between the Company and the Icahn Group. Based upon the representation provided by the Icahn Group in Section 6 of this Agreement, the Company acknowledges and agrees that the Icahn Designees do not have a material relationship with the Company as such term is used in Section 303A.02 of the NYSE Manual by virtue of the Icahn Group’s beneficial ownership of Common Shares as of the date of this Agreement; (viii) that, to the extent permitted by law and the Company’s then existing insurance coverage, from and after the date of this Agreement , the Icahn Designees and the Independent Designee shall be covered by the same indemnification and insurance provisions and coverage as are then applicable to the individuals that are serving as directors of the Company’s definitive proxy statement for ; and (ix) the 2017 Annual Meeting Icahn Group shall not, and shall cause its Affiliates not to, (A) pay any compensation to the Independent Designee regarding his or her service on the Board or any committee thereof, or (B) have any agreement, arrangement or understanding, written or oral, with the Independent Designee regarding his or her service on the Board or any committee thereof. (b) Any provision in this Agreement to the contrary notwithstanding, if at any time after the date of this Agreement, the Icahn Group, together with all controlled Affiliates of the members of the Icahn Group (such controlled Affiliates, collectively and individually, the “Icahn Affiliates”), ceases collectively to beneficially own (as defined in Rule 13d-3 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “New Director Appointment TimeExchange Act”)), an aggregate Net Long Position (i) in at least 19,838,590 shares of common stock, par value $1.00 per share, of the Company (“Common Shares”) (as adjusted for any stock dividends, combinations, splits, recapitalizations, repurchases and the like), (A) the Icahn Group shall cause one of the Icahn Designees to promptly tender his or her resignation from the Board and any committee of the Board on which he or she then sits and (yB) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital Company shall have no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation further obligations under this Section 1 with respect to such Replacement more than one (1) Icahn Designee, and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committee.in at least 9,919,295 Common

Board Representation and Board Matters. (a) The Company willand the Xxxxxx Group agree as follows: (i) for purposes of this Agreement, Xxxxx Xxxxxx is referred to as promptly the “Xxxxxx Designee”; (ii) as practicable, increase long as the size Xxxxxx Group has not materially breached this Agreement and failed to cure such breach within five (5) business days of the Board by two (2) directors to twelve (12) directors such that there would be two (2) vacancies on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of written notice from the Company (collectivelyspecifying any such breach, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by Company agrees that the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of the Board to be larger than twelve (12) members at any time prior to the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”). (b) The Company’s slate of nominees for the 2021 annual meeting of shareholders of the Company (the “2021 Annual Meeting” and such slate, the “2021 Slate”) will include the Xxxxxx Designee; provided that by written notice delivered to the Company no later than February 8, 2021, the Xxxxxx Group may elect to replace the Xxxxxx Designee on the 2021 Slate with a designee selected by the Xxxxxx Group and approved by the Company, such approval not to be unreasonably withheld or delayed (an “Acceptable Person”) (and if such proposed designee is not an Acceptable Person, the Xxxxxx Group shall be entitled to continue designating a recommended replacement until such proposed designee is an Acceptable Person), provided that any such replacement Xxxxxx Designee must satisfy the Institutional Requirements (as defined below), it being understood that other than with respect to the Xxxxxx Designee, the composition of the 2021 Slate shall be in the discretion of the Board (including the Xxxxxx Designee) subject to any contractual obligations owed by the Company to other persons with respect to the 2021 Slate; any such Acceptable Person who becomes a Board nominee at the 2021 Annual Meeting in replacement of the Xxxxxx Designee shall be deemed to be the Xxxxxx Designee for all purposes under this Agreement; (iii) that as a condition to the nomination to the Board of Directors of the Company (the “Board”) of the Xxxxxx Designee, the Xxxxxx Group, including the Xxxxxx Designee, agrees to provide to the Company, prior to nomination and on an on-going basis while serving as a member of the Board, such information and materials as the Company routinely receives from other members of the Board or as is required to be disclosed in proxy statements under applicable law or as is otherwise reasonably requested by the Company from time-to-time from all members of the Board in connection with the Company’s legal, regulatory, auditor or stock exchange requirements, including a completed D&O Questionnaire in the form separately provided to the Xxxxxx Group (or such other form as shall be used by the Company for members of the Board generally) and, as contemplated by Section 1(b) of this Agreement, an executed irrevocable resignation as director in the form attached hereto as Exhibit A (the “Nomination Documents”); (iv) that should the Xxxxxx Designee resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason, following his appointment thereto, fail to serve or is not serving, on, the Board (other than as a result of not being nominated by the Company for election as directors at an annual meeting of shareholders or not being elected by shareholders of the Company at any annual meeting held after the 2017 Annual Meeting date hereof), as long as the Xxxxxx Group has not materially breached this Agreement and failed to cure such breach within five (5) business days of written notice from the Company specifying any such breach, the Xxxxxx Group shall include the 2016 Director be entitled to designate, and the New Directors Company shall cause to be added as a member of the Board, a replacement that is an Acceptable Person (and if such proposed designee is not an Acceptable Person, the Xxxxxx Group shall be entitled to continue designating a recommended replacement until such proposed designee is an Acceptable Person) (a “Replacement”); provided, however, that any Replacementsuch proposed designee must, in order to be considered by the Board or the Corporate Governance Committee thereof as contemplated hereby, have (A) submitted to the Company all of the Nomination Documents, and (B) agreed to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc., Glass Lewis & Co., LLC, BlackRock, Inc., The Vanguard Group, and/or State Street Corporation as a result of his or her or her appointment to the Board (such requirements, the “Institutional Requirements”).. Any such Replacement who becomes a Board member in replacement of the Xxxxxx Designee shall be deemed to be the Xxxxxx Designee for all purposes under this Agreement; (cv) Subject that (A) for any annual meeting of shareholders subsequent to Xxxxxxx Capital’s compliance with Section 2(b)the 2021 Annual Meeting, the Company shall notify the Xxxxxx Group in writing no less than forty-five (45) calendar days before the advance notice deadline set forth in the Company’s Amended & Restated Bylaws whether the Xxxxxx Designee will be nominated by the Company for election as a director at such annual meeting, and (B) for any annual meeting of shareholders, if the Xxxxxx Designee is to be nominated, shall use reasonable best efforts to cause the election of the 2016 Director and Xxxxxx Designee so nominated by the New Directors (and any respective Replacement) to the Board at the 2017 Annual Meeting Company (including recommending that the Company’s stockholders shareholders vote in favor of the election of the 2016 Director and Xxxxxx Designee, including the New Directors (and any respective Replacement) (along with all of Xxxxxx Designee in the Company’s nominees) proxy statement and proxy card for such annual meeting and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) Xxxxxx Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).; (dvi) At that: (A) from and after the 2017 Annual Meetingdate of this Agreement, two so long as the Xxxxxx Designee is a member of the Board, the Board shall not form an Executive Committee or any other committee with functions similar to those customarily granted to an Executive Committee; (B) from and after the date of this Agreement, so long as the Xxxxxx Designee is a member of the Board, the Board shall not form any new committee without offering to the Xxxxxx Designee the opportunity to be a member of such committee, provided that (1) the Xxxxxx Designee may serve on the applicable committee of the Board only if he or she meets any independence or other requirements under applicable law and the rules and regulation of the New York Stock Exchange (or other securities exchange on which the Company’s securities may then be traded) for service on such committee, and (2) the foregoing shall not apply to any committee formed to consider a transaction or agreement with or to otherwise address any actual or potential conflicts of interest between the directors serving Company or any subsidiary thereof, on the Board on the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Companyone hand, and the Xxxxxx Group or any Affiliate (as defined below) thereof, on the other hand; and (C) from and after the date of this Agreement, so long as the Xxxxxx Designee is a member of the Board, with respect to any Board consideration of appointment and employment of executive officers, mergers, acquisitions of material assets, dispositions of material assets, or other extraordinary transactions, such consideration, and voting with respect thereto, shall take all necessary actions place only at the full Board level or, subject only to decrease the size terms set forth in clause (B) immediately above, in committees of which the Xxxxxx Designee is a member. The Xxxxxx Designee confirms that he or she will in good faith consider recusal from such portions of Board or committee meetings, if any, involving actual conflicts between the Company and the Xxxxxx Group. Based upon the representation provided by the Xxxxxx Group in Section 6 of this Agreement, the Company acknowledges and agrees that the Xxxxxx Designee does not have a material relationship with the Company as such term is used in Section 303A.02 of the Board from twelve NYSE Manual by virtue of the Xxxxxx Group’s beneficial ownership of Common Shares (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion including any Common Shares issuable upon conversion of preferred stock of the Company) as of the date of this Agreement; (vii) if at any time following the date hereof, the Xxxxxx Group’s 2018 annual meeting Net Long Position (as defined below) shall represent ten percent (10%) or more of shareholders the outstanding Common Shares (including any Common Shares issuable upon conversion of any preferred stock of the Company then outstanding) (the “2018 Annual MeetingOwnership Requirement”)) and the Xxxxxx Group shall have informed the Company in writing thereof, so long as the Xxxxxx Group shall satisfy the Ownership Requirement and the Xxxxxx Designee is a member of the Board, then without the approval of the Xxxxxx Designee, the Board shall not increase the size of the Board to more than ten above the greater of (10A) nine (9) directors; provided, that during and (B) the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving members on the Board on the most recent date that the Xxxxxx Group delivers written notice to the Company that it has satisfied the Ownership Requirement, and all such directors shall have one vote on all matters, it being understood that if at any time the Xxxxxx Group shall satisfy (or thereafter fail to satisfy) the Ownership Requirement it shall deliver prompt written notice thereof to the Company, it being agreed that until such time that Xxxx X. Icahn and his Affiliates own less than ten percent (10%) of the outstanding Common Shares or have no Icahn Designees (as defined in the Nomination and Standstill Agreement dated as of the date hereof among the Company, Xxxx X. Icahn and the other parties named therein) on the Board and do not stand for re-election at the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend replace any such designees pursuant to the Nomination and Governance Committee one or more candidates for appointment as such additional directorsterms thereof, each of whom shall satisfy the Applicable Criteria, which recommendations Ownership Requirement shall be considered computed without giving effect to any stock repurchases made by the Company in good faithfollowing the date hereof (and following such time, the Ownership Requirement shall be computed giving effect to any stock repurchases made by the Company following the date hereof); and (viii) that, to the extent permitted by law and the Company’s then existing insurance coverage, from and after the date of this Agreement, the Xxxxxx Designee shall be covered by the same indemnification and insurance provisions and coverage as are then applicable to the individuals that are serving as directors of the Company. (eb) For so long as Any provision in this Agreement to the 2016 Director (or contrary notwithstanding, if at any Replacement) serves on time after the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence date of directors and committee membersthis Agreement, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee Xxxxxx Group, together with all controlled Affiliates of the Board. members of Xxxxxx Group (fsuch controlled Affiliates, collectively and individually, the “Xxxxxx Affiliates”), ceases collectively to beneficially own (as defined in Rule 13d-3 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), an aggregate Net Long Position in at least 9,919,295 shares of common stock, par value $1.00 per share, of the Company (“Common Shares”) The 2016 Director (as adjusted for any stock dividends, combinations, splits, recapitalizations, repurchases and the Initial New Director like), (and any respective ReplacementsA) the Xxxxxx Group shall be entitled the Xxxxxx Designee to resign promptly tender his or her resignation from the Board at and any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from committee of the Board on which he or is unable to serve on she then sits and (B) the Board due to death, disability or other reasons before the 2018 Annual MeetingCompany shall have no further obligations under this Section 1. In furtherance of this Section 1(b), the Company will appoint a replacementXxxxxx Designee shall, prior to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as a member of the Board, it is acknowledged and agreed that the New Directors (and any Replacement) shall be required to comply with all policies, codes and guidelines applicable to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to the New Directors (and any Replacement). (h) The parties agree that the his or her appointment of the Initial New Director (and any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject each member of the Xxxxxx Group shall cause the Xxxxxx Designee to, execute an irrevocable resignation as director in the form attached hereto as Exhibit A and deliver it to this same processthe Company. The Xxxxxx Group shall, upon request by the Company, keep the Company regularly apprised of the Net Long Position of the Xxxxxx Group and Xxxxxxx Capital shall use their respective reasonable best efforts (subject the Xxxxxx Affiliates to the candidates meeting extent that such position differs from the criteria described herein) to ensure that all ownership positions publicly reported on the Xxxxxx Group’s Schedule 13D and amendments thereto. For purposes of this Agreement: the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the term “Net Long Position” shall mean: such director appointments are completed as promptly as practicable and in the case Common Shares beneficially owned, directly or indirectly (including Common Shares issuable upon conversion of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing any preferred stock of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to that constitute such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committee.person’s net long

Board Representation and Board Matters. (a) The Company willCompany, the Existing Directors and the Shareholder Group agree as promptly as practicablefollows: (i) at the Effective Time, increase the size of the Board by two (2) directors to twelve (12) directors such that there would be two (2) vacancies on the Board and appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company shall take all necessary action first, (collectively, the “Applicable Criteria”)A) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of the Board of Directors of the Company (the “Board”) from 10 members to 15 members, second, (B) to appoint Xxxxxxxx Xxxxxxxxxxx (the “New Independent Director”), Xxxxx Xxxxxx (the “Xxxxxx Designee”), Xxxxx Xxxxx and Xxxxxxxx Xxxxxxxx (collectively, the “Icahn Designees” and each, an “Icahn Designee” and together with the Xxxxxx Designee, the “Shareholder Designees”) and Xxxx Xxxxxxxx (the “Other Designee”), third, (C) to procure and accept the resignation of each of the Resigning Directors from the Board, in each case substantially in the form attached hereto as Annex 1, and fourth, (D) to decrease the size of the Board from 15 members to 9 members; (ii) at the Effective Time, Xxxx Xxxxxxxx agrees to resign from the Board and as Chief Executive Officer of the Company and the parties hereto agree that such resignation shall be larger than twelve treated as a voluntary resignation; (12iii) members at any time that as of the date hereof and before giving effect to this Agreement, the Company represents and warrants that, prior to the Company’s 2017 annual meeting Board appointing the New Independent Director, the Shareholder Designees and the Other Designee as directors and prior to the effectiveness of shareholders the resignations contemplated by Section 1(a)(i) and Section 1(a)(ii), the Board is composed of 10 directors and that there are no vacancies on the Board; (iv) the “2017 Company shall amend its advance notice bylaw provision to permit notices with respect to nominations of persons for election to the Board of Directors of the Company at the 2018 Annual Meeting”)Meeting and business proposed thereat until June 13, 2018; and (v) the Company shall hold, and complete, its 2018 Annual Meeting no later than the date that is the four month anniversary of the Effective Time. (b) The Company and the Shareholder Group agree as follows: (i) the Company’s slate of nominees for election as directors to the Board at the 2018 Annual Meeting will consist only of the Company at the 2017 Annual Meeting shall include the 2016 Director and the New Directors (and any Replacement).2018 XRX Slate; (cii) Subject to Xxxxxxx Capital’s compliance with Section 2(b), the Company will shall use reasonable best efforts to cause the election of the 2016 Director and 2018 XRX Slate nominated by the New Directors (and any respective Replacement) to the Board Company at the 2017 2018 Annual Meeting (including (A) recommending that the Company’s stockholders shareholders vote in favor of the election of the 2016 Director and 2018 XRX Slate, (B) including the New Directors (and any respective Replacement) (along with all of 2018 XRX Slate in the Company’s nomineesproxy statement and proxy card for the 2018 Annual Meeting, including by amending such proxy statement and proxy card, and (C) and otherwise supporting each nominee on the 2016 Director and the New Directors (and any respective Replacement) 2018 XRX Slate for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate); and (iii) that, to the extent permitted by law and the Company’s existing insurance coverage, from and after the Effective Time, the Shareholder Designees (solely in their capacities as directors) shall be covered by the D&O Insurance (as defined below). (c) At all times from the Effective Time through the termination of their service as a member of the Board, the Shareholder Group shall cause the Shareholder Designees to comply with all written policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members and of which the Shareholder Designees have been provided written copies in advance (or which have been filed with the Securities and Exchange Commission or posted on the Company’s website), including the Company’s code of business conduct and ethics, standards of business conduct, securities trading policies, xxxxxxx xxxxxxx policy, directors confidentiality policy, directors’ code of conduct and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees. For the avoidance of doubt, without limiting the applicability of relevant laws, the Company agrees that such policies, procedures, processes, codes, rules, standards and guidelines shall not be applicable to, or deemed to apply or extend to, any member (individual or entity) of the Shareholder Group (other than their application to the Shareholder Designees). (d) At Upon the 2017 Annual MeetingEffective Time, two (2) each member of the directors serving Shareholder Group, on behalf of itself and its Related Parties, hereby irrevocably withdraws the Board nomination of Xxxxxxxx Xxxxxxxxxxx, Xxxxx Xxxxx, Xxxxxxx (Xxx) X. Xxxxxxxxx and Xxxxxxxx X. Read notified by or on behalf of it to the date hereof (other than Company in connection with the 2016 Director and Initial New Director) shall not be nominated for re-election as directors by the Company, and the Board shall take all necessary actions to decrease the size of the Board from twelve (12) members to ten (10) members effective immediately after the 2017 Annual Meeting. After the 2017 2018 Annual Meeting and through the completion of the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), the Board shall not increase the size of the Board any related materials or notices submitted to more than ten (10) directors; provided, that during the period between the 2017 Annual Meeting and the 2018 Annual Meeting, the Company shall be permitted in connection therewith or related thereto, and agrees not to, and not to increase the size of the Board in order to appoint additional highly qualified independent directorsknowingly encourage or induce any other Person to, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number of directors serving on the Board on the date hereof do not stand nominate any new nominee for re-election at the 2018 Annual Meeting. Xxxxxxx Capital Upon the Effective Time, each member of the Shareholder Group hereby further withdraws and terminates all requests for stock list materials and other books and records of the Company under Section 624 of the New York Business Corporation Law and New York common or other statutory or regulatory provisions providing for shareholder access to books and records. Each member of the Shareholder Group shall have cause all Common Shares beneficially owned, directly or indirectly, by it (or by any of its affiliates) to be present for quorum purposes and to be voted at the right to privately recommend 2018 Annual Meeting or special meeting of shareholders for election of directors prior to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. (e) For so long as the 2016 Director (or any Replacement) serves on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director 2018 Annual Meeting (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director adjournments or the Initial New Directorpostponements thereof), or and further agrees that at any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before such meetings (including the 2018 Annual Meeting, ) it and they shall vote in favor of each nominee on the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of the Standstill Period (as defined herein), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as a member of the Board, it is acknowledged and agreed that the New Directors 2018 XRX Slate for election (and no other nominees); provided, that in no case shall any Replacement) shall Common Shares beneficially owned, directly or indirectly, by Xxxxxx or his affiliates be required to comply with all policies, codes and guidelines applicable to Board members, copies be present for quorum purposes or vote at the 2018 Annual Meeting or any special meeting of which, in each case, have been provided to Xxxxxxx Capital and will be provided shareholders for election of directors prior to the New Directors (and any Replacement). (h) The parties agree that the appointment of the Initial New Director (and any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 2018 Annual Meeting (the “New Director Appointment Time”and at any adjournments or postponements thereof) and (y) any Replacement if such Common Shares are beneficially owned, directly or indirectly, by Xxxxxx or his affiliates as a result of the 2016 Director securities convertible into or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to exercisable or exchangeable for Common Shares if such Replacement and the completion of an interview of securities have not been converted into or exercised or exchanged for such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions Common Shares prior to the appointment of the Subsequent New Director, including identifying 2018 Annual Meeting or any such highly qualified independent directorspecial meeting. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director does not have the relevant expertise or experience necessary or appropriate to serve on such committee.

Board Representation and Board Matters. (a) The Company will(acting through the Special Committee) and GVIC agree as follows: (i) upon the execution of this Agreement, GVIC shall be deemed to have withdrawn the Nomination Notice, and any and all related materials and notices submitted to the Company in connection therewith; (ii) as promptly soon as reasonably practicable, increase the size Special Committee shall appoint Xxxxxxx X. Xxxxxx to serve as a member of the Board by two with a term expiring at the 2021 Annual Meeting (2) directors to twelve (12) directors such that there would be two (2) vacancies on and, if necessary, the Board and appoint (x) a highly qualified independent director (who Special Committee shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) of Xxxxxxx Capital or any of its Affiliates or a former member of management of cause the Company (collectively, the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 and agreed take all action necessary to by the Company in accordance with Section 1(h) below (the “Initial New Director”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Company (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”) to fill the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of expand the Board to be larger permit the appointment of Xxxxxxx Xxxxxx); (iii) as soon as reasonably practicable, but in no event later than twelve (12) members at any time prior to the Company’s 2017 annual meeting filing of shareholders (the “2017 definitive proxy statement with the SEC for the 2021 Annual Meeting”). (b) The Company’s slate , the Special Committee shall cause the Company to nominate and begin efforts to accommodate the successful election of nominees for election Xxxxxxx Xxxxxx as directors a director of the Company at the 2017 2021 Annual Meeting shall include Meeting, with a term expiring at the 2016 Director and Company’s 2022 annual meeting of stockholders (the New Directors (and any Replacement). (c) Subject to Xxxxxxx Capital’s compliance with Section 2(b“2022 Annual Meeting”), provided, that the Company will (A) use reasonable its best efforts to cause the election of the 2016 Director and the New Directors (and any respective Replacement) to the Board Xxxxxxx Xxxxxx at the 2017 2021 Annual Meeting (including including, but not limited to, soliciting on behalf of Xxxxxxx Xxxxxx and recommending that the Company’s stockholders vote in favor of the election of the 2016 Director and the New Directors (and any respective Replacement) (along with all of the Company’s nomineeshis election) and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) support Xxxxxxx Xxxxxx for election in a manner no less rigorous and favorable than the manner in which the Company supports supports, and has historically supported, its other nominees in the aggregate)., and (B) take any other action necessary to nominate and elect Xxxxxxx Xxxxxx to the Board; (div) At the 2017 Annual MeetingCompany, led and directed by the Special Committee, shall continue its efforts through an independent search firm (the “Director Search Firm”) to identity and appoint and/or nominate two (2) of the additional new, independent directors serving on to the Board on the date hereof (other than Xxxxxxx Xxxxxx) (the 2016 Director and Initial “New Director) shall not Directors”), with such New Directors to be nominated for re-election as directors at 2021 Annual Meeting; (v) the Director Search Firm shall be instructed by the Company, and Special Committee to include in the Board shall take all necessary actions to decrease candidate pool being considered by the size of the Board from twelve Director Search Firm (12A) members to ten any candidates nominated by GVIC (10other than Xxxxxxx Xxxxxx) members effective immediately after the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion or (B) suggested or nominated by other stockholders of the Company’s 2018 annual meeting ; (vi) as soon as reasonably practicable, the Company shall hire an independent search firm to identify a new President and CEO of shareholders the Company (the “2018 Annual MeetingReplacement CEO”)) to replace Xxxxx Xxxxxxxx, the Board shall not increase the size of the Board to more than ten (10) directors; provided, that during such search firm for the period between Replacement CEO search is not required to be the 2017 Annual Meeting and same firm as the 2018 Director Search Firm; (vii) from the Effective Date until the 2021 Annual Meeting, the Company Special Committee shall be permitted to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination keep Xxxxxxx Xxxxxx informed and Governance Committee and approved by the Board, so long as an equivalent number of directors serving up-to-date on the Board on search for the date hereof do not stand for re-election at the 2018 Annual Meeting. New Directors and seek Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company Xxxxxx’x input in good faith.connection therewith; and (eviii) For so long as the 2016 Director (or any Replacement) serves on the Board, but subject to compliance with New York Stock Exchange listing requirements regarding independence of directors and committee members, the 2016 Director (or any Replacement) shall be appointed to the Nomination and Governance Committee of the Board. (f) The 2016 Director and the Initial New Director (and any respective Replacements) shall be entitled to resign from the Board at any time in his/her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign from the Board or is unable to serve on the Board due to death, disability or other reasons before the 2018 Annual Meeting, the Company will appoint a replacement, to be proposed by Xxxxxxx Capital, and agreed to by the Company in accordance with Section 1(h) below (a “Replacement”). Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration of if during the Standstill Period (as defined hereinbelow) Xxxxxxx Xxxxxx is unable to serve as a member of the Board for any reason, then GVIC shall be entitled to identify a replacement individual who qualifies as an independent director under Rule 5605 of the Nasdaq Listing Rules (any such director appointed to the Board in connection with such replacement right, a “Replacement Director”) and who is reasonably acceptable to the Nominating Committee of the Board and the full Board (acting in good faith in accordance with their customary and generally applicable procedures for evaluating director candidates, and subject to such proposed Replacement director providing (i) a completed and executed reasonable D&O questionnaire (substantially in the form completed by the Company’s incumbent, non-management directors), Xxxxxxx Capital engages (ii) any information required to be or customarily disclosed for all applicable directors and candidates for directors in any a proxy statement or other filings under applicable law or stock exchange rules or listing standards; (iii) reasonable information in connection with assessing eligibility, independence and other criteria applicable to the Company’s directors or satisfying compliance and legal obligations applicable to the Company’s directors; and (iv) such other information as reasonably requested by the Company from time to time with respect to person as required to be provided under the Company’s Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws) and such Replacement Director shall be promptly appointed to the actions set forth in Section 2(bBoard (it being understood, for the avoidance of doubt, that such Replacement Director shall thereafter be entitled to the same rights and subject to the same requirements under this Agreement applicable to the replaced director prior to his or her ceasing to be a director, and such person shall be appointed to the Board to serve the unexpired term, if any, of such replaced director), it being understood that GVIC may propose multiple persons until a Replacement Director is identified. (gb) At Each party acknowledges that Xxxxxxx Xxxxxx will, at all times while serving as a member of the Board, it is acknowledged and agreed that the New Directors (and any Replacement) shall be required to comply with all policies, codes procedures, processes, codes, rules, standards and guidelines applicable to all Board members, copies including the Company’s Code of whichConduct, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and other corporate governance policies (each, a “Policy”). The Company agrees that it will not amend any Policy or the Company’s organizational documents for the purpose of disqualifying Xxxxxxx Xxxxxx from service on the Board or any committee thereof, or take any other similar action to frustrate the purpose of this Agreement. The Company agrees to indemnify, compensate and reimburse Xxxxxxx Xxxxxx in each casethe same manner as other directors are indemnified, have been provided to Xxxxxxx Capital compensated and will be provided to reimbursed in connection with their service on the New Directors (and Board or any Replacement)committee thereof. (hc) The parties agree GVIC acknowledges that the appointment of the Initial New Director (and U.S. securities laws generally prohibit any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nomineesperson who has received from an issuer material, a background check and interviews) and (ii) non-public information concerning such Initial New Director issuer from purchasing or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject to this same process. The Company and Xxxxxxx Capital shall use their respective reasonable best efforts (subject to the candidates meeting the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable and in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview selling securities of such Replacement by the Nomination and Governance Committee). Without limiting the foregoing, the Company’s reasonable best efforts issuer or from communicating such information to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board other person under circumstances in which it is reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or foreseeable that such director does not have the relevant expertise person is likely to purchase or experience necessary or appropriate to serve on sell such committeesecurities.

Board Representation and Board Matters. (a) The Company will, and the Icahn Group agree as promptly as practicable, increase the size of the Board by two follows: (2i) directors to twelve (12) directors such that there would be two (2) vacancies on the Board and date of this Agreement, the Company will appoint (x) a highly qualified independent director (who shall not be a current or former employee, advisor, consultant or Affiliate (as defined herein) each of Xxxxxxx Capital or any of its Affiliates or a former member of management of the Company X. Xxxxxxxx, Xxxxxx Xxxxxxxxx and Xxxxxx X. Xxxxxxxxx (collectively, collectively the “Applicable Criteria”)) to be proposed by Xxxxxxx Capital no later than March 10, 2017 Icahn Designees” and agreed to by the Company in accordance with Section 1(h) below (the each an “Initial New DirectorIcahn Designee”) to fill one newly created vacancy and (y) a highly qualified independent director selected by the Board of Directors of the Company (the “Subsequent New Director” andBoard”) through the retirement of three existing members of the Board, together and the Board shall appoint the Icahn Designees to fill such resulting vacancies, with each Icahn Designee having the Initial New Directorsame term as that of his predecessor. Xx. Xxxxxxxx, Xx. Xxxxxxxxx and Xx. Xxxxxxxxx shall be appointed to Class II, Class I and Class I, respectively, of the Board; (ii) as long as the Icahn Group has not materially breached this Agreement and failed to cure such breach within five business days of written notice from the Company specifying any such breach, the “New Directors”) to fill Company agrees that the other newly created vacancy. Xxxxxxx Capital shall have the right to privately recommend to the Board one or more candidates for appointment as the Subsequent New Director, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith. The Company hereby agrees not to increase the size of the Board to be larger than twelve (12) members at any time prior to the Company’s 2017 annual meeting of shareholders (the “2017 Annual Meeting”). (b) The Company’s slate of nominees for election as the 2015 annual meeting of stockholders of the Company (the “2015 Annual Meeting”) will include all of the remaining Class III directors of the Company current Board, whose terms are expiring at the 2017 2015 Annual Meeting shall include the 2016 Director (as long as they are willing to serve), and the New Directors Icahn Group agrees not to conduct a proxy contest regarding any matter, including the election of directors, with respect to the 2015 Annual Meeting; (iii) that as a condition to the Icahn Designees’ appointment to the Board, the Icahn Group, including the Icahn Designees, agrees to provide to the Company, prior to nomination and appointment and on an on-going basis while serving as a member of the Board, such information and materials as the Company routinely receives from other members of the Board or as is required to be disclosed in proxy statements under applicable law or as is otherwise reasonably requested by the Company from time-to-time from all members of the Board in connection with the Company’s legal, regulatory, auditor or stock exchange requirements, a completed D&O Questionnaire in the form separately provided to the Icahn Group and, as contemplated by Section 1(b) of this Agreement, an executed irrevocable resignation as director in the form attached hereto as Exhibit A (the “Nomination Documents”); (iv) that should any Icahn Designee resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving, on, the Board (other than as a result of not being nominated by the Company for an annual meeting of stockholders subsequent to the 2015 Annual Meeting), as long as the Icahn Group has not materially breached this Agreement and failed to cure such breach within five business days of written notice from the Company specifying any such breach, the Icahn Group shall be entitled to designate, and the Company shall cause to be added as a member of the Board, a replacement that is approved by the Company, such approval not to be unreasonably withheld or delayed (an “Acceptable Person”) (and if such proposed designee is not an Acceptable Person, the Icahn Group shall be entitled to continue designating a recommended replacement until such proposed designee is an Acceptable Person) (a “Replacement”). Any such Replacement who becomes a Board member in replacement of any Replacement).Icahn Designee shall be deemed to be an Icahn Designee for all purposes under this Agreement, and prior to his or her appointment to the Board, shall be required to provide to the Company the Nomination Documents, including an irrevocable resignation as director in the form attached hereto as Exhibit A; (cv) Subject that for any annual meeting of stockholders subsequent to Xxxxxxx Capital’s compliance with Section 2(b)the 2015 Annual Meeting, the Company shall notify the Icahn Group in writing no less than forty-five (45) calendar days before the advance notice deadline set forth in the Company’s Amended & Restated Bylaws whether any Icahn Designee whose term expires at such annual meeting will be nominated by the Company for election as a director at such annual meeting and, if the Icahn Designees are to be so nominated, shall use reasonable best efforts to cause the election of the 2016 Director and Icahn Designees so nominated by the New Directors (and any respective Replacement) to the Board at the 2017 Annual Meeting Company (including recommending that the Company’s stockholders vote in favor of the election of the 2016 Director and Icahn Designees, including the New Directors (and any respective Replacement) (along with all of Icahn Designees in the Company’s nominees) proxy statement and proxy card for such annual meeting and otherwise supporting the 2016 Director and the New Directors (and any respective Replacement) Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).; (dvi) At the 2017 Annual Meeting, two (2) that as of the date of this Agreement, the Company represents and warrants that, prior to the Board appointing the Icahn Designees as directors serving as contemplated by Section 1(a)(i), the Board is composed of nine (9) directors and that there are no vacancies on the Board on Board. The Company agrees that, from and after the date hereof (other than the 2016 Director and Initial New Director) shall not be nominated for re-election of this Agreement, so long as directors by the Company, and the Board shall take all necessary actions to decrease the size an Icahn Designee is a member of the Board from twelve (12) members to ten (10) members effective immediately after Board, without the 2017 Annual Meeting. After the 2017 Annual Meeting and through the completion approval of the Company’s 2018 annual meeting Icahn Designees who are then members of shareholders (the “2018 Annual Meeting”)Board, the Board shall not increase the size of the Board above nine (9) directors, each having one vote on all matters; provided however that in connection with the hiring of a permanent Chief Executive Officer, the Board may be increased to more than ten (10) directors; provideddirectors solely to allow the permanent Chief Executive Officer to be appointed as a director of the Company, that during the period between the 2017 Annual Meeting and the 2018 Annual Meetingin which case, the Company shall be permitted agrees that, from and after the date of such permanent Chief Executive Officer’s appointment to increase the size of the Board in order to appoint additional highly qualified independent directors, recommended by the Nomination and Governance Committee and approved by the Board, so long as an equivalent number Icahn Designee is a member of directors serving on the Board, without the approval of the Icahn Designees who are then members of the Board, the Board on shall not increase the date hereof do not stand for re-election at size of the 2018 Annual Meeting. Xxxxxxx Capital shall have the right to privately recommend to the Nomination and Governance Committee one or more candidates for appointment as such additional Board above ten (10) directors, each of whom shall satisfy the Applicable Criteria, which recommendations shall be considered by the Company in good faith.having one vote on all matters; (evii) For that: (1) as of the date of this Agreement, the Board has dissolved the Executive and Finance Committee of the Board; (2) from and after the date of this Agreement, so long as an Icahn Designee is a member of the 2016 Director (Board, the Board shall not form an Executive Committee or any Replacementother committee with functions similar to those customarily granted to an Executive Committee; (3) serves from and after the date of this Agreement, so long as an Icahn Designee is a member of the Board, the Board shall not form any new committee without offering to at least one Icahn Designee the opportunity to be a member of such committee (provided, however that if such committee has more than four members then two Icahn Designees shall be offered to be appointed to such committee (to the extent there are two or more Icahn Designees or Replacements then on the Board)); and (4) from and after the date of this Agreement, but subject so long as an Icahn Designee is a member of the Board, with respect to compliance any Board consideration of appointment and employment of executive officers, mergers, acquisitions of material assets, dispositions of material assets, or other extraordinary transactions, such consideration, and voting with New York Stock Exchange listing requirements regarding independence respect thereto, shall take place only at the full Board level or in committees of directors which one of the Icahn Designees is a member. Each of the Icahn Designees confirms that he or she will in good faith consider recusal from such portions of Board or committee meetings, if any, involving actual conflicts between the Company and committee membersthe Icahn Group. Based upon the representation provided by the Icahn Group in Section 6 of this Agreement, the 2016 Director Company acknowledges and agrees that the Icahn Designees do not have a material relationship with the Company as such term is used in Section 303A.02 of the NYSE Manual by virtue of the Icahn Group’s beneficial ownership of Common Shares as of the date of this Agreement; (or any Replacementviii) that, to the extent permitted by law and the Company’s existing insurance coverage, from and after the date of this Agreement, the Icahn Designees shall be appointed covered by the same indemnification and insurance provisions and coverage as are applicable to the Nomination individuals that are currently directors of the Company; (ix) concurrently with their appointments to the Board pursuant to Section 1(a)(i), the Board will appoint (1) Xxxxxx Xxxxxxxxx to the Nominating and Governance Committee of the Board, (2) Xxxxxxx X. Xxxxxxxx to the Audit Committee of the Board and (3) Xxxxxx X. Xxxxxxxxx to the Compensation Committee of the Board; and (x) the Board has taken all action necessary to form a new committee of the Board (the “CEO Succession Committee”), comprised of five directors, two of whom shall be Icahn Designees (it being understood that Xxxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxxx shall be the Icahn Designees on such committee) with Xx. Xxxxx Xxxxx Levinson serving as its Chair. The CEO Succession Committee shall be responsible for running the process for the selection of a new chief executive officer of the Company, considering both internal and external candidates, and shall require approval from at least four of the five of its members before any candidate may be recommended for consideration by the full Board. (fb) The 2016 Director Any provision in this Agreement to the contrary notwithstanding, if at any time after the date of this Agreement, the Icahn Group, together with all controlled Affiliates of the members of the Icahn Group (such controlled Affiliates, collectively and individually, the “Icahn Affiliates”), ceases collectively to beneficially own (as defined in Rule 13d-3 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), an aggregate Net Long Position (X) in at least 28,500,000 shares of common stock, par value $0.01 per share, of the Company (“Common Shares”) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the Initial New Director like), (and any respective Replacements1) the Icahn Group shall be entitled cause one of the Icahn Designees to resign promptly tender his or her resignation from the Board and any committee of the Board on which he or she then sits and (2) the Company shall have no further obligations under this Section 1 with respect to more than two Icahn Designees, (Y) in at least 22,800,000 Common Shares (as adjusted for any time in his/stock dividends, combinations, splits, recapitalizations and the like), (1) the Icahn Group shall cause two of the Icahn Designees to promptly tender his or her discretion. Should the 2016 Director or the Initial New Director, or any respective Replacements thereof, resign resignation from the Board or is unable to serve on and any committee of the Board due to death, disability on which he or other reasons before the 2018 Annual Meeting, she then sits and (2) the Company will appoint a replacementshall have no further obligations under this Section 1 with respect to more than one Icahn Designee or (Z) in at least 19,000,000 Common Shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like), (1) the Icahn Group shall cause each of the Icahn Designees to be proposed by Xxxxxxx Capital, promptly tender his or her resignation from the Board and agreed to by any committee of the Board on which he or she then sits and (2) the Company in accordance with shall have no further obligations under this Section 1(h) below (a “Replacement”)1. Xxxxxxx Capital shall forego the right to propose a Replacement if, following the expiration In furtherance of the Standstill Period (as defined hereinthis Section 1(b), Xxxxxxx Capital engages in any of the actions set forth in Section 2(b). (g) At all times while serving as a member of the Boardeach Icahn Designee shall, it is acknowledged and agreed that the New Directors (and any Replacement) shall be required prior to comply with all policies, codes and guidelines applicable to Board members, copies of which, in each case, have been provided to Xxxxxxx Capital and will be provided to the New Directors (and any Replacement). (h) The parties agree that the his or her appointment of the Initial New Director (and any Replacement) is subject to (i) the Board’s exercise of its fiduciary duties and satisfactory completion of its customary due diligence process (including its review of a questionnaire for director nominees, a background check and interviews) and (ii) such Initial New Director or Replacement qualifying as “independent” pursuant to NYSE listing standards and having the relevant financial and business experience to be a director of the Company. In the event the Board finds the Initial New Director (or any Replacement) to be unsuitable, and reasonably objects to the identified Initial New Director (or any Replacement), Xxxxxxx Capital shall be entitled to propose a different nominee to the Board, and such nominee will be subject each member of the Icahn Group shall cause each Icahn Designee to, execute an irrevocable resignation as director in the form attached hereto as Exhibit A and deliver it to this same processthe Company. The Icahn Group shall, upon request, keep the Company regularly apprised of the Net Long Position of the Icahn Group and Xxxxxxx Capital shall use their respective reasonable best efforts (subject the Icahn Affiliates to the candidates meeting extent that such position differs from the criteria described herein) to ensure that all such director appointments are completed as promptly as practicable ownership positions publicly reported on the Icahn Group’s Schedule 13D and amendments thereto. For purposes of this Agreement: the term “Affiliate” shall have the meaning set forth in the case of (x) the New Directors, no later than the earlier of (1) April 8, 2017 and (2) the mailing of the Company’s definitive proxy statement for the 2017 Annual Meeting (the “New Director Appointment Time”) and (y) any Replacement of the 2016 Director or the Initial New Director proposed by Xxxxxxx Capital no later than 20 days after identification of the proposed Replacement by Xxxxxxx Capital (together with the submission of all required documentation with respect to such Replacement and the completion of an interview of such Replacement Rule 12b-2 promulgated by the Nomination and Governance Committee). Without limiting SEC under the foregoingExchange Act; the term “Net Long Position” shall mean: such Common Shares beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Company’s reasonable best efforts Exchange Act mutatis mutandis, provided that “Net Long Position” shall not include any shares as to appoint the Subsequent New Director no later than the New Director Appointment Time shall include using reasonable best efforts to take all actions prior to the appointment of the Subsequent New Director, including identifying which such highly qualified independent director. (i) If the Board forms any new committee during the Standstill Period, at least one of (i) the Initial New Director (or his/her Replacement) or (ii) the 2016 Director (or his Replacement), shall be appointed to such committee unless the Board reasonably determines that the appointment of such director would not comply with applicable legal or stock exchange listing requirements regarding independence of directors and committee members or that such director person does not have the relevant expertise right to vote or experience necessary direct the vote or appropriate as to serve on which such committeeperson has entered into a derivative or other agreement, arrangement or understanding that xxxxxx or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares; and the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.