Common use of Certain Other Matters Clause in Contracts

Certain Other Matters. (a) Stockholder agrees that, from the date of this Agreement until the later of (x) 12:01 a.m. on the 30th day prior to the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders and (y) thirty days after the date that the Appointee ceases to serve as a director (the “Standstill Period”), no member of Stockholder shall, directly or indirectly, and each member of Stockholder shall cause each Stockholder Affiliate not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Appointee’s boardroom discussions conducted solely in such person’s capacity as a director of the Company): (i) (A) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the Voting Securities (as defined herein), or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any Third Party (as defined herein) in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter) or (B) control or exert influence over or seek to control or exert influence over the voting of any Voting Securities as to which a Third Party that is a counterparty to any Net Long Position of Stockholder possesses power to vote or direct the voting (other than such control or influence that is consistent with Company management’s recommendation in connection with such matter); (ii) encourage, advise or influence any other person or assist any Third Party in so encouraging, assisting or influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any type of referendum (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter); (iii) form or join in a partnership, limited partnership, syndicate or other group, including a “group” as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (including any Net Long Position), or otherwise support or participate in any effort by a Third Party with respect to the matters set forth herein; (iv) present at any annual meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or propose any nominee for election to the Board or seek representation on the Board; (v) sell, offer or agree to sell directly or indirectly, through swap, hedging, derivative transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Stockholder to any person or entity not a party to this agreement (a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time or would knowingly increase the beneficial or other ownership interest of any Third Party who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time, except in each case in a transaction approved by the Board; (vi) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholders) or deposit any Voting Securities of the Company in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual meeting or special meeting except as provided in Section 2(b) below, or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (vii) make any request for shareholders list materials or other books and records of the Company under Section 220 of the Delaware General Corporation Law or otherwise; (viii) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) (other than for purposes of enforcement of this Agreement); (ix) without the prior approval of the Board, separately or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose (publicly, privately or to the Company) or participate in, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization, extraordinary dividend, significant share repurchase, or any similar transaction or other business combination involving the Company or any of its subsidiaries or its or their securities or a material amount of the assets or businesses of the Company, any of the Company’s Affiliates, or any subsidiary, business, venture or division of the foregoing, or encourage, initiate or support any other Third Party in any such activity; (x) purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of any Voting Securities, if in any such case, immediately after the taking of such action, Stockholder would, in the aggregate, collectively beneficially own, or have an economic interest in, an amount that would exceed twenty percent (20.0%) of the then outstanding shares of Common Stock; (xi) take any action, alone or with a Third Party, in support of or make any proposal or request, other than through the Appointee, that constitutes (A) controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, share repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure or (D) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylaws; (xii) enter into any discussions, negotiations, arrangements or understandings with any Third Party with respect to the matters set forth in this Section 2(a); (xiii) request, directly or indirectly, any amendment or waiver of the foregoing which request would reasonably likely require public disclosure by Stockholder or the Company; or (xiv) contest the validity of, or publicly request any waiver of, the obligations set forth in this Section 2(a). (b) Until the end of the Standstill Period, Stockholder and the Stockholder Affiliates shall cause all Voting Securities owned by them directly or indirectly, whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders or in connection with any solicitation of shareholder action by written consent (each a “Shareholders Meeting”) within the Standstill Period, in each case that are entitled to vote at any such Shareholders Meeting, to be present for quorum purposes and to be voted, at all such Shareholders Meetings or at any adjournments or postponements thereof, (i) for all directors nominated by the Board for election at such Shareholders Meeting and (ii) in accordance with the recommendation of the Board on any other proposals or other business that comes before any Shareholder Meeting, including with respect to the 2025 Annual Meeting and, if the Standstill Period is extended and in effect pursuant to Section 1(f)(ii), the 2026 Annual Meeting.

Certain Other Matters. (a) Stockholder agrees thatSo long as the Company has complied and is complying with its obligations set forth in this Agreement, from and after the date of this Agreement hereof until the later of (x) 12:01 a.m. on the 30th day prior to conclusion of the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders 2013 Annual Meeting and (y) thirty days after the date that an Icahn Nominee is no longer a member of the Appointee ceases Board (it being understood that if such an Icahn Nominee is no longer a member of the Board due to serve circumstances in which the Icahn Group would be entitled to appoint a Replacement pursuant to Section 2(a)(vi), an Icahn Nominee shall be deemed to continue to be a member of the Board for all purposes of this Agreement until such time as the Icahn Group irrevocably waives in writing any right to designate such a director Replacement or appoints such a Replacement) (the later of the foregoing periods, the “Standstill Board Representation Period”), no member of Stockholder the Icahn Group shall, directly or indirectly, and each member of Stockholder the Icahn Group shall cause each Stockholder Icahn Affiliate not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Appointee’s boardroom discussions conducted solely in such person’s capacity as a director of the Company): indirectly, (i) (A) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, to the Voting Securities (as defined hereinbelow), or from the holders of the Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any Third Party (as defined herein) third party in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter) or (B) control or exert influence over or seek to control or exert influence over the voting of any Voting Securities as to which a Third Party that is a counterparty to any Net Long Position of Stockholder possesses power to vote or direct the voting (other than such control or influence that is consistent with Company management’s recommendation in connection with such matter); , (ii) encourage, advise or influence any other person or assist any Third Party third party in so encouraging, assisting or influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any other type of referendum (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter); , (iii) form or join in a partnership, limited partnership, syndicate or other group, including without limitation a “group” group as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (including any Net Long Positionit being understood that a Permitted Person (or Permitted Persons) as long as it is (or they are) such engaging in Permitted Activities (each as defined in the Rights Plan) shall not be deemed to be or create a “group” for purposes of this clause (iii)), or otherwise support or participate in any effort by a Third Party third party with respect to the matters set forth herein; in clause (i) above, (iv) present at any annual meeting Annual Meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or propose any nominee for election to the Board or seek representation on the Board; (v) sell, offer or agree to sell directly or indirectly, through swap, hedging, derivative transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Stockholder to any person or entity not a party to this agreement (a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time or would knowingly increase the beneficial or other ownership interest of any Third Party who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time, except in each case in a transaction approved by the Board; (vi) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholders) or deposit any Voting Securities of the Company in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual meeting or special meeting except as provided in Section 2(b) below, or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (vii) make any request for shareholders list materials or other books and records of the Company under Section 220 of the Delaware General Corporation Law or otherwise; (viii) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) (other than for purposes of enforcement of this Agreement); (ix) without the prior approval of the Board, separately or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose (publicly, privately or to the Company) or participate in, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization, extraordinary dividend, significant share repurchase, or any similar transaction or other business combination involving the Company or any of its subsidiaries or its or their securities or a material amount of the assets or businesses of the Company, any of the Company’s Affiliates, or any subsidiary, business, venture or division of the foregoing, or encourage, initiate or support any other Third Party in any such activity; (x) purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of any Voting Securities, if in any such case, immediately after the taking of such action, Stockholder would, in the aggregate, collectively beneficially own, or have an economic interest in, an amount that would exceed twenty percent (20.0%) of the then outstanding shares of Common Stock; (xi) take any action, alone or with a Third Party, in support of or make any proposal or request, other than through the Appointee, that constitutes (A) controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, share repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure or (D) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylaws; (xii) enter into any discussions, negotiations, arrangements or understandings with any Third Party with respect to the matters set forth in this Section 2(a); (xiii) request, directly or indirectly, any amendment or waiver of the foregoing which request would reasonably likely require public disclosure by Stockholder or the Company; or (xiv) contest the validity of, or publicly request any waiver of, the obligations set forth in this Section 2(a). (b) Until the end of the Standstill Period, Stockholder and the Stockholder Affiliates shall cause all Voting Securities owned by them directly or indirectly, whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders or in connection with any solicitation of shareholder action by written consent (each a “Shareholders Meeting”) within the Standstill Period, in each case that are entitled to vote at any such Shareholders Meeting, to be present for quorum purposes and to be voted, at all such Shareholders Meetings or at any adjournments or postponements thereof, (i) for all directors nominated by the Board for election at such Shareholders Meeting and (ii) in accordance with the recommendation of the Board on any other proposals or other business that comes before any Shareholder Meeting, including with respect to the 2025 Annual Meeting and, if the Standstill Period is extended and in effect pursuant to Section 1(f)(ii), the 2026 Annual Meeting.any

Certain Other Matters. (a) Stockholder agrees that, from that during the date of this Agreement until the later of (x) 12:01 a.m. on the 30th day prior to the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders and (y) thirty days after the date that the Appointee ceases to serve as a director (the “Standstill Period”), no member of Stockholder shallshall not, directly or indirectly, and each member of Stockholder shall cause each Stockholder Affiliate (as defined herein) not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Appointee’s boardroom discussions conducted solely in such person’s capacity as a director of the Company):indirectly: (i) (A) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the Voting Securities (as defined herein), or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange ActAct (as defined herein)) in or assist any Third Party (as defined herein) in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter) or (B) control or exert influence over or seek to control or exert influence over the voting of any Voting Securities as to which a Third Party that is a counterparty to any Net Long Position of Stockholder possesses power to vote or direct the voting (other than such control or influence that is consistent with Company management’s recommendation in connection with such matter); (ii) knowingly encourage, advise or knowingly influence any other person or assist any Third Party in so knowingly encouraging, assisting or knowingly influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any type of referendum (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter); (iii) form or join in a partnership, limited partnership, syndicate or other group, including a “group” as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (including other than any Net Long Positionsuch group or agreement that is with a Stockholder Affiliate and such Stockholder Affiliate is bound by the terms and conditions of this Agreement as if it were a party hereto), or otherwise support or participate in any effort by a Third Party with respect to the matters set forth herein; (iv) present at any annual meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or propose any nominee for election to the Board or seek representation on the Board, except as specifically permitted in Section 1; (v) sell, offer or agree to sell directly or indirectly, through swap, hedging, derivative transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Stockholder Stockholder, other than in open market sale transactions where the identity of the purchaser is not known or in underwritten widely-dispersed public offerings, to any person or entity not a party to this agreement (a “Third Party”) Party that would knowingly result in such Third Party, together with its Affiliates, owningBeneficially Owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of aggregate, 5% or more of the shares of Common Stock outstanding at such time or would knowingly increase the beneficial or other ownership interest Beneficial Ownership of any Third Party who, together with its Affiliates, has a beneficial or other ownership interest Beneficial Ownership in the aggregate of 5% or more of the shares of Common Stock outstanding at such time, except in each case in a transaction approved by the Board; (vi) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholders) or deposit any Voting Securities of the Company in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual meeting or special meeting except as provided in Section 2(b) below, or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (vii) make any request for shareholders stockholder list materials or other books and records of the Company under Section 220 of the Delaware General Corporation Law or otherwise; (viii) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) (other than for purposes of enforcement of this Agreement); (ix) without the prior approval of the Board, separately or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose (publicly, privately or to the CompanyCompany (if such communication is intended to, or would reasonably be expected to, require any public disclosure of such communication) or participate inpublicly propose, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization, extraordinary dividend, significant share repurchase, or any similar transaction or other business combination involving the Company or any of its subsidiaries or its or their securities or a material amount of the assets or businesses of the Company, any of the Company’s Affiliates, or any subsidiary, business, venture or division of the foregoing, or encourage, initiate knowingly encourage or knowingly support any other Third Party in any such activity; provided, however, that the foregoing shall not prohibit or restrict Stockholder from exchanging, tendering, or otherwise participating in any tender or exchange offer with respect to the Common Stock, whether or not such transaction involves a change of control of the Company, on the same basis as the other stockholders of the Company; (xix) purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of any Voting Securities, if in any such case, immediately after the taking of such action, Stockholder would, individually or in the aggregateaggregate with Stockholder Affiliates, collectively beneficially own, or have an economic interest in, Beneficial Ownership of an amount that would equal or exceed twenty percent (20.0%) 5.0% of the then outstanding shares of Common Stock; (xix) take any action, alone or with a Third Party, in support of or make any public proposal or request, other than through the Appointee, request that constitutes (A) controlling, controlling or changing or influencing the Board or management of the Company, including any plans or proposals to change the number of directors or to fill any vacancies on the BoardBoard (except as specifically permitted in Section 1), (B) any material change in the capitalization, share repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure or (D) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylaws; (xiixi) enter into any discussions, negotiations, arrangements or understandings with any Third Party with respect to the matters set forth in take any action that is prohibited under this Section 2(a); (xiiixii) request, directly or indirectly, any amendment or waiver of the foregoing which request in a manner that would reasonably likely require public disclosure by Stockholder or the Company; or (xivxiii) contest the validity of, or publicly request any waiver of, the obligations set forth in this Section 2(a). Notwithstanding anything in this Agreement to the contrary, the foregoing provisions of this Section 2(a) shall not be deemed to restrict Stockholder from: (i) communicating privately with the Board or any of the Company’s officers regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications or (ii) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has jurisdiction over Stockholder. Furthermore, for the avoidance of doubt, nothing in this Agreement shall be deemed to restrict in any way the Appointee in the exercise of the Appointee’s fiduciary duties to the Company. (b) Until the end of the Standstill Period, Stockholder and the Stockholder Affiliates shall cause all Voting Securities owned by them directly or indirectly, whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders or in connection with any solicitation of shareholder stockholder action by written consent (each a “Shareholders Stockholders Meeting”) within the Standstill Period, in each case that are entitled to vote at any such Shareholders Stockholders Meeting, to be present for quorum purposes and to be voted, at all such Shareholders Stockholders Meetings or at any adjournments or postponements thereof, (i) for all directors nominated by the Board for election at such Shareholders Stockholders Meeting and (ii) in accordance with the recommendation of the Board on any other proposals or other business that comes before any Stockholder Meeting; provided, however, that if Institutional Shareholder Meeting, including Services Inc. (“ISS”) and Glass Lewis & Co. LLC (“GL”) recommend otherwise with respect to any proposals (other than as related to the 2025 Annual Meeting andelection, if the Standstill Period is extended and in effect pursuant to Section 1(f)(iiremoval or replacement of directors), Stockholder shall be permitted to vote in accordance with ISS’s and GL’s recommendation; provided, further, that Stockholder shall be permitted to vote in its sole discretion on any proposal of the 2026 Annual MeetingCompany in respect of any Extraordinary Transaction.

Certain Other Matters. (a) Stockholder agrees thatSo long as the Company has complied and is complying with its obligations set forth in this Agreement, from and after the date of this Agreement hereof until the later of (x) 12:01 a.m. on the 30th day prior to conclusion of the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders 2013 Annual Meeting and (y) thirty days after the date that an Icahn Nominee is no longer a member of the Appointee ceases Board (it being understood that if such an Icahn Nominee is no longer a member of the Board due to serve circumstances in which the Icahn Group would be entitled to appoint a Replacement pursuant to Section 2(a)(vi), an Icahn Nominee shall be deemed to continue to be a member of the Board for all purposes of this Agreement until such time as the Icahn Group irrevocably waives in writing any right to designate such a director Replacement or appoints such a Replacement) (the later of the foregoing periods, the “Standstill Board Representation Period”), no member of Stockholder the Icahn Group shall, directly or indirectly, and each member of Stockholder the Icahn Group shall cause each Stockholder Icahn Affiliate not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Appointee’s boardroom discussions conducted solely in such person’s capacity as a director of the Company): indirectly, (i) (A) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, to the Voting Securities (as defined hereinbelow), or from the holders of the Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any Third Party (as defined herein) third party in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter) or (B) control or exert influence over or seek to control or exert influence over the voting of any Voting Securities as to which a Third Party that is a counterparty to any Net Long Position of Stockholder possesses power to vote or direct the voting (other than such control or influence that is consistent with Company management’s recommendation in connection with such matter); , (ii) encourage, advise or influence any other person or assist any Third Party third party in so encouraging, assisting or influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any other type of referendum (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter); , (iii) form or join in a partnership, limited partnership, syndicate or other group, including without limitation a “group” group as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (including any Net Long Positionit being understood that a Permitted Person (or Permitted Persons) as long as it is (or they are) such engaging in Permitted Activities (each as defined in the Rights Plan) shall not be deemed to be or create a “group” for purposes of this clause (iii)), or otherwise support or participate in any effort by a Third Party third party with respect to the matters set forth herein; in clause (i) above, (iv) present at any annual meeting Annual Meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or (except as explicitly permitted by this Agreement) propose any nominee for election to the Board, other than through action at the Board by the Icahn Nominee acting in his or seek representation on the Board; her capacity as such, (v) sell, offer or agree to sell directly or indirectly, through swap, hedging, derivative transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Stockholder to any person or entity not a party to this agreement (a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time or would knowingly increase the beneficial or other ownership interest of any Third Party who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time, except in each case in a transaction approved by the Board; (vi) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholdersstockholders (an “Annual Meeting”)) or deposit any of the Voting Securities of held by the Company Icahn Group or the Icahn Affiliates in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual meeting or special meeting Annual Meeting except as provided in Section 2(b3(b) below, or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (viivi) make any request for shareholders list materials or other books and records of the Company under Section 220 of the Delaware General Corporation Law Law, (vii) make, or otherwise; cause to be made, by press release or similar public statement to the press or media, any statement or announcement that constitutes an ad hominem attack on, or otherwise disparages (as distinct from objective statements reflecting business criticism), the Company, its officers or its directors or any person who has served as an officer or director of the Company in the past or (viii) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) (other than for purposes of enforcement of ). As used in this Agreement); (ix) without , the prior approval term “Voting Securities” shall mean the common stock, par value $0.10 per share, of the Board, separately or in conjunction with Company (the “Common Stock”) and any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose (publicly, privately or to the Company) or participate in, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization, extraordinary dividend, significant share repurchase, or any similar transaction or other business combination involving securities of the Company or any of its subsidiaries or its or their securities or a material amount of the assets or businesses of the Company, any of the Company’s Affiliates, or any subsidiary, business, venture or division of the foregoing, or encourage, initiate or support any other Third Party in any such activity; (x) purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of any Voting Securities, if in any such case, immediately after the taking of such action, Stockholder would, in the aggregate, collectively beneficially own, or have an economic interest in, an amount that would exceed twenty percent (20.0%) of the then outstanding shares of Common Stock; (xi) take any action, alone or with a Third Party, in support of or make any proposal or request, other than through the Appointee, that constitutes (A) controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, share repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure or (D) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylaws; (xii) enter into any discussions, negotiations, arrangements or understandings with any Third Party with respect to the matters set forth in this Section 2(a); (xiii) request, directly or indirectly, any amendment or waiver of the foregoing which request would reasonably likely require public disclosure by Stockholder or the Company; or (xiv) contest the validity of, or publicly request any waiver of, the obligations set forth in this Section 2(a). (b) Until the end of the Standstill Period, Stockholder and the Stockholder Affiliates shall cause all Voting Securities owned by them directly or indirectly, whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders or in connection with any solicitation of shareholder action by written consent (each a “Shareholders Meeting”) within the Standstill Period, in each case that are entitled to vote at any such Shareholders Meetingin the election of directors, to be present or securities convertible into, or exercisable or exchangeable for quorum purposes and to be voted, at all such Shareholders Meetings or at any adjournments or postponements thereof, (i) for all directors nominated by the Board for election at such Shareholders Meeting and (ii) in accordance with the recommendation of the Board on any other proposals Common Stock or other business that comes before any Shareholder Meetingsecurities, including with respect whether or not subject to the 2025 Annual Meeting andpassage of time or other contingencies. For so long as the Rights Agreement (or a New Rights Plan) is in effect, if no “Permitted Activity” under the Standstill Period is extended and in effect pursuant to Rights Agreement (or New Rights Plan) shall constitute a violation of this Section 1(f)(ii3(a) or 3(c), the 2026 Annual Meeting.

Certain Other Matters. (a) Stockholder agrees thatSo long as the Company has complied and is complying with its obligations set forth in this Amendment, from and after the date of this Agreement Amendment until the later of (x) 12:01 a.m. on the 30th first business day prior to following the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders 2014 Annual Meeting and (y) thirty days after the 10th business day following the date that no Icahn Nominee is a member of the Appointee ceases Board (it being understood that if no Icahn Nominee is a member of the Board due to serve circumstances in which the Icahn Group would be entitled to designate a Replacement pursuant to Section 1(c)(iii), an Icahn Nominee shall be deemed to continue to be a member of the Board for all purposes of this Agreement until such time as the Icahn Group irrevocably waives in writing any right to designate such a director Replacement or designates such a Replacement) (the later of the foregoing periods, the “Standstill Board Representation Period”), except as expressly permitted by the terms of this Amendment, no member of Stockholder the Icahn Group shall, directly or indirectly, and each member of Stockholder the Icahn Group shall cause each Stockholder Icahn Affiliate not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Appointee’s boardroom discussions conducted solely in such person’s capacity as a director of the Company): indirectly, (i) (A) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, to the Voting Securities (as defined hereinbelow), or from the holders of the Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any Third Party (as defined herein) third party in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter) or (B) control or exert influence over or seek to control or exert influence over the voting of any Voting Securities as to which a Third Party that is a counterparty to any Net Long Position of Stockholder possesses power to vote or direct the voting (other than such control or influence that is consistent with Company management’s recommendation in connection with such matter); , (ii) encourage, advise or influence any other person or assist any Third Party third party in so encouraging, assisting or influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any other type of referendum (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter); , (iii) form or join in a partnership, limited partnership, syndicate or other group, including without limitation a “group” group as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (it being understood that a Permitted Person (or Permitted Persons), as long as it is (or they are) such, engaging in Permitted Activities (each as defined in the Rights Agreement) shall not be deemed to be or create a partnership, limited partnership, syndicate or other group, including any Net Long Positionwithout limitation a group as defined under Section 13(d) of the Exchange Act, for purposes of this clause (iii)), or otherwise support or participate in any effort by a Third Party third party with respect to the matters set forth herein; in clause (i) above, (iv) present at any annual meeting Annual Meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or (except as explicitly permitted by this Agreement) propose any nominee for election to the Board, other than through action at the Board by any Icahn Nominee acting in his or seek representation on the Board; her capacity as such, (v) sell, offer or agree to sell directly or indirectly, through swap, hedging, derivative transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Stockholder to any person or entity not a party to this agreement (a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time or would knowingly increase the beneficial or other ownership interest of any Third Party who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time, except in each case in a transaction approved by the Board; (vi) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholdersstockholders (an “Annual Meeting”)) or deposit any of the Voting Securities of held by the Company Icahn Group or the Icahn Affiliates in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual meeting or special meeting Annual Meeting except as provided in Section 2(b) below, or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (viivi) make any request for shareholders list materials or other books and records of the Company under Section 220 of the Delaware General Corporation Law or otherwise; Law, (viiivii) institutemake, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) (other than for purposes of enforcement of this Agreement); (ix) without the prior approval of the Board, separately or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose (publicly, privately or to the Company) or participate in, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization, extraordinary dividend, significant share repurchase, or any similar transaction or other business combination involving the Company or any of its subsidiaries or its or their securities or a material amount of the assets or businesses of the Company, any of the Company’s Affiliates, or any subsidiary, business, venture or division of the foregoing, or encourage, initiate or support any other Third Party in any such activity; (x) purchase or cause to be purchased made, by press release or otherwise acquire or agree to acquire Beneficial Ownership of any Voting Securities, if in any such case, immediately after the taking of such action, Stockholder would, in the aggregate, collectively beneficially own, or have an economic interest in, an amount that would exceed twenty percent (20.0%) of the then outstanding shares of Common Stock; (xi) take any action, alone or with a Third Party, in support of or make any proposal or request, other than through the Appointee, that constitutes (A) controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, share repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure or (D) seeking to have the Company waive or make amendments or modifications similar public statement to the Company’s certificate of incorporation press or bylaws; (xii) enter into any discussions, negotiations, arrangements or understandings with any Third Party with respect to the matters set forth in this Section 2(a); (xiii) request, directly or indirectlymedia, any amendment or waiver of the foregoing which request would reasonably likely require public disclosure by Stockholder or the Company; statement or (xiv) contest the validity of, or publicly request any waiver of, the obligations set forth in this Section 2(a). (b) Until the end of the Standstill Period, Stockholder and the Stockholder Affiliates shall cause all Voting Securities owned by them directly or indirectly, whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders or in connection with any solicitation of shareholder action by written consent (each a “Shareholders Meeting”) within the Standstill Period, in each case that are entitled to vote at any such Shareholders Meeting, to be present for quorum purposes and to be voted, at all such Shareholders Meetings or at any adjournments or postponements thereof, (i) for all directors nominated by the Board for election at such Shareholders Meeting and (ii) in accordance with the recommendation of the Board on any other proposals or other business that comes before any Shareholder Meeting, including with respect to the 2025 Annual Meeting and, if the Standstill Period is extended and in effect pursuant to Section 1(f)(ii), the 2026 Annual Meeting.

Certain Other Matters. (a) Stockholder agrees that, The parties acknowledge that an Icahn Designee may resign from the date Board at any time by giving prior written notice to the Board. For so long as any Icahn Designee is a member of the Board (it being understood that if such an Icahn Designee is no longer a member of the Board due to circumstances in which the Icahn Group would be entitled to appoint a Replacement, an Icahn Designee shall be deemed to continue to be a member of the Board for all purposes of this Agreement until such time as the later of (xIcahn Group irrevocably waives in writing any right to designate such a Replacement or appoints such a Replacement) 12:01 a.m. on the 30th day prior to the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders and (y) thirty days after the date that the Appointee ceases to serve as a director (the “Standstill Board Representation Period”), no member of Stockholder the Icahn Group shall, directly or indirectly, and each member of Stockholder the Icahn Group shall cause each Stockholder Icahn Affiliate not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Appointee’s boardroom discussions conducted solely any Icahn Designee or Replacement in such person’s capacity as a director of the Company): (i) (A) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the Voting Securities (as defined hereinbelow), or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any Third Party (as defined herein) third party in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter) or (B) control or exert influence over or seek to control or exert influence over the voting of any Voting Securities as to which a Third Party that is a counterparty to any Net Long Position of Stockholder possesses power to vote or direct the voting (other than such control or influence that is consistent with Company management’s recommendation in connection with such matter); (ii) encourage, advise or influence any other person or assist any Third Party third party in so encouraging, assisting or influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any type of referendum (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter); (iii) form or join in a partnership, limited partnership, syndicate or other group, including a “group” group as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (including any Net Long Position)Securities, or otherwise support or participate in any effort by a Third Party third party with respect to the matters set forth hereinin clause (i) above; (iv) present at any annual meeting Annual Meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or (except as explicitly permitted by this Agreement) propose any nominee for election to the Board or seek representation on the Board or the removal of any member of the Board, other than through action at the Board by an Icahn Designee acting in his or her capacity as such; (v) sell, offer or agree to sell directly or indirectly, through swap, hedging, derivative transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Stockholder to any person or entity not a party to this agreement (a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time or would knowingly increase the beneficial or other ownership interest of any Third Party who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time, except in each case in a transaction approved by the Board; (vi) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholdersstockholders (an “Annual Meeting”)) or deposit any Voting Securities of the Company in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual meeting or special meeting Annual Meeting except as provided in Section 2(b) below, special meeting of stockholders or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (viivi) make any request for shareholders list materials or other books and records of the Company under Section 220 of the Delaware General Corporation Law Law; (vii) make, or otherwisecause to be made, by press release or similar public statement to the press or media, or in an SEC filing, any statement or announcement that disparages (as distinct from objective statements reflecting business criticism), the Company, its officers or its directors or any person who has served as an officer or director of the Company in the past (and the Company shall not make, or cause to be made, by press release or similar public statement, including to the press or media or in an SEC filing, any statement or announcement that disparages (as distinct from objective statements reflecting business criticism), any member of the Icahn Group, the officers or directors of any member of the Icahn Group, or any person who has served as an officer or director of any member of the Icahn Group in the past); (viii) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) (other than for purposes of enforcement of this Agreement); (ix) without other than pursuant to a Qualifying Offer (as such term is defined in the prior approval Rights Agreement dated as of August 27, 2012, between the Company and Computershare Shareowner Services LLC) or any other transaction approved by the Board, separately or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose (publicly, privately or to the Company) or participate in, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization, extraordinary dividend, significant share repurchase, or any similar transaction or other business combination involving the Company or any of its subsidiaries or its or their securities or a material amount of the assets or businesses of the Company, any of the Company’s Affiliates, or any subsidiary, business, venture or division of the foregoing, or encourage, initiate or support any other Third Party in any such activity; (x) purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of any Voting Securities, if in any such case, immediately after the taking of such action, Stockholder would, Securities that would equal or exceed (in the aggregate, collectively beneficially own, or have an economic interest in, an amount that would exceed twenty percent aggregate with all other members of the Icahn Group and all Icahn Affiliates) the greater of (20.0%x) 15% of the then total outstanding Voting Securities and (y) the percentage of the then total outstanding Voting Securities acquired by any other Person under circumstances in which the Board has waived or carved out by exception or similar devices the applicability of either any Rights Plan (as hereafter defined) currently in effect or which the Company hereafter adopts or Section 203 of the Delaware General Corporation Law to such Person’s acquisition of the Voting Securities (and the Company hereby does, and agrees that it shall, provide the same waiver, carve out, exception or similar device for the Icahn Group and its Affiliates); provided that, notwithstanding any other provision herein to the contrary, if the Board Representation Period has expired prior to the 365th day following the date of this Agreement, this clause (ix) shall remain in effect through the 365th day following the date of this Agreement. The term “Rights Plan” shall mean any plan or arrangement of the sort commonly referred to as a “rights plan” or “stockholder rights plan” or “shareholder rights plan” or “poison pill” that is designed to prevent or make more difficult a hostile takeover of the Company by increasing the cost to a potential acquirer in such a takeover either through the issuance of new rights, shares of Common Stock; common stock or preferred stock (xi) take or any action, alone other security or with a Third Party, in support device that may be issued to stockholders of or make any proposal or request, the Company other than through the Appointee, that constitutes (A) controlling, changing or influencing the Board or management ratably to all stockholders of the Company) that carry severe redemption provisions, including favorable purchase provisions or otherwise, and any plans or proposals to change the number of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, share repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure or (D) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylawsrelated rights agreement; (xii) enter into any discussions, negotiations, arrangements or understandings with any Third Party with respect to the matters set forth in this Section 2(a); (xiii) request, directly or indirectly, any amendment or waiver of the foregoing which request would reasonably likely require public disclosure by Stockholder or the Company; or (xiv) contest the validity of, or publicly request any waiver of, the obligations set forth in this Section 2(a). (b) Until the end of the Standstill Period, Stockholder and the Stockholder Affiliates shall cause all Voting Securities owned by them directly or indirectly, whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders or in connection with any solicitation of shareholder action by written consent (each a “Shareholders Meeting”) within the Standstill Period, in each case that are entitled to vote at any such Shareholders Meeting, to be present for quorum purposes and to be voted, at all such Shareholders Meetings or at any adjournments or postponements thereof, (i) for all directors nominated by the Board for election at such Shareholders Meeting and (ii) in accordance with the recommendation of the Board on any other proposals or other business that comes before any Shareholder Meeting, including with respect to the 2025 Annual Meeting and, if the Standstill Period is extended and in effect pursuant to Section 1(f)(ii), the 2026 Annual Meeting.

Certain Other Matters. (a) Stockholder agrees thatFor purposes of this Agreement, the “Standstill Period” shall mean the period from the date of this Agreement until the later of (x) 12:01 a.m. a.m., Eastern time, on the 30th 15th business day prior to the advance notice deadline for making director nominations (as calculated pursuant to the Company’s bylaws in effect on the date of the Agreement) at the 2026 Company’s 2020 annual meeting of shareholders and (y) thirty days after the date that the Appointee ceases to serve as a director stockholders (the “2020 Annual Meeting”). (b) During the Standstill Period”), no member of Stockholder Vintage Capital shall, directly or indirectly, and each member of Stockholder shall cause each Stockholder Affiliate not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Appointee’s boardroom discussions conducted solely in such person’s capacity as a director of the Company):: (i) (A) solicit nominate, give notice of an intent to nominate, or recommend for nomination a person for election at any meeting of the Company’s stockholders at which directors are to be elected, it being understood that nothing in this Agreement will prevent Vintage Capital or its Affiliates from taking actions in furtherance of identifying director candidates in connection with the 2020 Annual Meeting so long as such actions do not create a public disclosure obligation for Vintage Capital or the Company, are not publicly disclosed by Vintage Capital and are undertaken on a basis reasonably designed to be confidential and in accordance in all material respects with Vintage Capital’s normal practices in the circumstances; (B) initiate, encourage or participate in any solicitation of proxies in respect of any election contest with respect to the Company’s directors; (C) submit any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise) for consideration at, or bring any other business before, any meeting of the Company’s stockholders; (D) initiate, encourage or participate in any solicitation of proxies in respect of any stockholder proposal for consideration at, or bring any other business before, any meeting of the Company’s stockholders; (E) initiate, encourage or participate in any “withhold” or similar campaign with respect to any meeting of the Company’s stockholders or any solicitation of written consents of stockholders or conduct any other type of referendum the Company’s stockholders; (binding or non-bindingF) with respect torequest, or from the holders ofinitiate, the Voting Securities (as defined herein), encourage or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any Third Party (as defined herein) participate in any “solicitation” of any proxyrequest to call, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares a special meeting of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company managementCompany’s recommendation in connection with such matter) stockholders; or (BG) control seek, alone or exert influence over in concert with others, to amend any provision of the Company’s certificate of incorporation or seek to control or exert influence over the voting of any Voting Securities as to which a Third Party that is a counterparty to any Net Long Position of Stockholder possesses power to vote or direct the voting (other than such control or influence that is consistent with Company management’s recommendation in connection with such matter)bylaws; (ii) with respect to the Company, knowingly encourage, advise or influence any other person Person or assist any Third Party other Person in so knowingly encouraging, assisting or influencing any person Person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any type of referendum (other than such encouragement, advice or influence that is consistent with Company managementthe Company’s recommendation in connection with such matter); (iii) other than solely with other members of Vintage Capital and their Affiliates, (A) form or join in a partnership, limited partnership, syndicate or other group, including a “group” as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (including any Net Long Position)group with Shah Capital and its Affiliates) or (B) deposit any securities of the Company into a voting trust, or otherwise support subject any securities of the Company to any agreement or participate in any effort by a Third Party arrangement with respect to the matters set forth hereinvoting of such securities (other than delivering to the Company or its designee a proxy in connection with a solicitation made by or on behalf of the Company); (iv) present at any annual meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or propose any nominee for election to the Board or seek representation on the Board; (v) sell, offer or agree to sell directly or indirectly, through swap, hedging, derivative transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Stockholder to any person or entity not a party to this agreement (a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time or would knowingly increase the beneficial or other ownership interest of any Third Party who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time, except in each case in a transaction approved by the Board; (vi) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholders) or deposit any Voting Securities of the Company in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual meeting or special meeting except as provided in Section 2(b) below, or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (vii) make any request for shareholders stockholders list materials or other books and records of the Company under Section 220 of the Delaware General Corporation Law or otherwise; (viiiv) institute, solicit, assist solicit or join, as a party, any litigation, arbitration or other proceeding (including any derivative action) against or involving the Company or any of its future, current or former directors or officers or employees; provided, that nothing shall prevent any member of Vintage Capital from (including derivative actionsA) (other than for purposes of enforcement bringing litigation to enforce the provisions of this Agreement; (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against Vintage Capital; (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement; (D) complying with a validly issued legal process; or (E) exercising statutory appraisal rights; (vi) make any public recommendation or other public statement with respect to mergers, acquisitions or other business combinations or extraordinary transactions involving the Company (“Extraordinary Transactions”) or solicit or knowingly encourage any third party to make an offer or proposal with respect to any Extraordinary Transaction (or to refrain from doing so); (ix) without the prior approval of the Board, separately or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose (publicly, privately or to the Company) or participate in, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization, extraordinary dividend, significant share repurchase, or any similar transaction or other business combination involving the Company or any of its subsidiaries or its or their securities or a material amount of the assets or businesses of the Company, any of the Company’s Affiliates, or any subsidiary, business, venture or division of the foregoing, or encourage, initiate or support any other Third Party in any such activity; (x) purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of any Voting Securities, if in any such case, immediately after the taking of such action, Stockholder would, in the aggregate, collectively beneficially own, or have an economic interest in, an amount that would exceed twenty percent (20.0%) of the then outstanding shares of Common Stock; (xi) take any action, alone or with a Third Party, in support of or make any proposal or request, other than through the Appointee, that constitutes (A) controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, share repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure or (D) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylaws; (xiivii) enter into any discussionsnegotiations, negotiationsagreements, arrangements or understandings with any Third Party other Person with respect to the matters set forth in this Section 2(a2(b); (xiii) request, directly or indirectly, any amendment or waiver of the foregoing which request would reasonably likely require public disclosure by Stockholder or the Company; or (xivviii) contest the validity of, or publicly request any waiver of, the obligations set forth in this Section 2(a2(b). The restrictions set forth above in this Section 2(b) shall not apply for the duration of any period that the Company is not in material compliance with its obligations under Section 1 and Section 18 after written notice of such material non-compliance has been provided to the Company and the Company has been given a reasonable opportunity to cure such material non-compliance; provided that such notice and opportunity to cure shall not apply in the case of material noncompliance with Section 1. (bc) Until At the end 2018 Annual Meeting and the 2019 Annual Meeting, and at any meeting of stockholders held prior to the expiration of the Standstill Period, Stockholder and the Stockholder Affiliates Vintage Capital shall cause all Voting Securities owned by them directly or indirectly, whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders or in connection with any solicitation of shareholder action by written consent (each a “Shareholders Meeting”) within the Standstill Period, in each case that are entitled to vote at any such Shareholders Meeting, Beneficially Owned by it (i) to be present for purposes of establishing a quorum purposes and (ii) to be votedvoted in favor of the election of all director candidates nominated by the Board and otherwise in accordance with the Board’s recommendation, at all including in favor of each other matter recommended for stockholder approval by the Board; provided, that solely with respect to any meeting after the 2018 Annual Meeting, Vintage Capital may vote such Shareholders Meetings or Voting Securities in its sole discretion on each matter other than proposals relating to the election of directors (for which Vintage Capital shall vote as recommended by the Board). (d) If at any adjournments or postponements thereoftime following the date of this Agreement, Vintage Capital’s aggregate Net Long Position in the Common Shares is less than 5% of the then-outstanding Common Shares (the “Minimum Ownership Level”), (i) for all directors nominated by Vintage Capital shall lose its right to identify the Board for election at such Shareholders Meeting Vintage Designee (and his/her Replacement), (ii) in accordance with the recommendation of Company shall not be obligated to appoint the Vintage Designee, (iii) the Company shall not be obligated to nominate the Vintage Designee (or any respective Replacement) for election to the Board on at any other proposals meeting of stockholders at which directors are to be elected occurring after the time at which Vintage Capital no longer satisfies the Minimum Ownership Level and (iv) the Vintage Designee (or other business that comes before any Shareholder Meetingrespective Replacement) shall, including with respect if requested by the Board, immediately resign from the Board and all committees thereof. Prior to appointment to the 2025 Annual Meeting andBoard, each Vintage Designee and any Replacement shall execute an irrevocable resignation pursuant to which, if such resignation is requested, such person shall resign at such time at which Vintage Capital no longer satisfies the Standstill Period is extended and in effect pursuant to Section 1(f)(ii)Minimum Ownership Level. (e) The Company shall publicly issue its financial results for the first quarter of 2018 no later than May 9, the 2026 Annual Meeting2018.

Certain Other Matters. (a) Stockholder agrees thatSo long as the Company has complied and is complying with its obligations set forth in this Agreement, from and after the date of this Agreement hereof until the later of (x) 12:01 a.m. on the 30th day prior to conclusion of the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders 2013 Annual Meeting and (y) thirty days after the date that an MHR Nominee is no longer a member of the Appointee ceases Board (it being understood that if such an MHR Nominee is no longer a member of the Board due to serve circumstances in which the MHR Group would be entitled to appoint a Replacement pursuant to Section 2(a)(vi), an MHR Nominee shall be deemed to continue to be a member of the Board for all purposes of this Agreement until such time as the MHR Group irrevocably waives in writing any right to designate such a director Replacement or appoints such a Replacement) (the later of the foregoing periods, the “Standstill Board Representation Period”), no member of Stockholder the MHR Group shall, directly or indirectly, and each member of Stockholder the MHR Group shall cause each Stockholder MHR Affiliate not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Appointee’s boardroom discussions conducted solely in such person’s capacity as a director of the Company): indirectly, (i) (A) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, to the Voting Securities (as defined hereinbelow), or from the holders of the Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any Third Party (as defined herein) third party in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter) or (B) control or exert influence over or seek to control or exert influence over the voting of any Voting Securities as to which a Third Party that is a counterparty to any Net Long Position of Stockholder possesses power to vote or direct the voting (other than such control or influence that is consistent with Company management’s recommendation in connection with such matter); , (ii) encourage, advise or influence any other person or assist any Third Party third party in so encouraging, assisting or influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any other type of referendum (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter); , (iii) form or join in a partnership, limited partnership, syndicate or other group, including without limitation a “group” group as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (including any Net Long Positionit being understood that a Permitted Person (or Permitted Persons) as long as it is (or they are) such engaging in Permitted Activities (each as defined in the Rights Plan) shall not be deemed to be or create a “group” for purposes of this clause (iii)), or otherwise support or participate in any effort by a Third Party with respect to the matters set forth herein; (iv) present at any annual meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or propose any nominee for election to the Board or seek representation on the Board; (v) sell, offer or agree to sell directly or indirectly, through swap, hedging, derivative transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Stockholder to any person or entity not a party to this agreement (a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time or would knowingly increase the beneficial or other ownership interest of any Third Party who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time, except in each case in a transaction approved by the Board; (vi) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholders) or deposit any Voting Securities of the Company in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual meeting or special meeting except as provided in Section 2(b) below, or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (vii) make any request for shareholders list materials or other books and records of the Company under Section 220 of the Delaware General Corporation Law or otherwise; (viii) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) (other than for purposes of enforcement of this Agreement); (ix) without the prior approval of the Board, separately or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose (publicly, privately or to the Company) or participate in, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization, extraordinary dividend, significant share repurchase, or any similar transaction or other business combination involving the Company or any of its subsidiaries or its or their securities or a material amount of the assets or businesses of the Company, any of the Company’s Affiliates, or any subsidiary, business, venture or division of the foregoing, or encourage, initiate or support any other Third Party in any such activity; (x) purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of any Voting Securities, if in any such case, immediately after the taking of such action, Stockholder would, in the aggregate, collectively beneficially own, or have an economic interest in, an amount that would exceed twenty percent (20.0%) of the then outstanding shares of Common Stock; (xi) take any action, alone or with a Third Party, in support of or make any proposal or request, other than through the Appointee, that constitutes (A) controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, share repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure or (D) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylaws; (xii) enter into any discussions, negotiations, arrangements or understandings with any Third Party with respect to the matters set forth in this Section 2(a); (xiii) request, directly or indirectly, any amendment or waiver of the foregoing which request would reasonably likely require public disclosure by Stockholder or the Company; or (xiv) contest the validity of, or publicly request any waiver of, the obligations set forth in this Section 2(a). (b) Until the end of the Standstill Period, Stockholder and the Stockholder Affiliates shall cause all Voting Securities owned by them directly or indirectly, whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders or in connection with any solicitation of shareholder action by written consent (each a “Shareholders Meeting”) within the Standstill Period, in each case that are entitled to vote at any such Shareholders Meeting, to be present for quorum purposes and to be voted, at all such Shareholders Meetings or at any adjournments or postponements thereof, (i) for all directors nominated by the Board for election at such Shareholders Meeting and (ii) in accordance with the recommendation of the Board on any other proposals or other business that comes before any Shareholder Meeting, including with respect to the 2025 Annual Meeting and, if the Standstill Period is extended and in effect pursuant to Section 1(f)(ii), the 2026 Annual Meeting.

Certain Other Matters. (a) Stockholder agrees thatSo long as the Company has complied and is complying with its obligations set forth in this Amendment, from and after the date of this Agreement Amendment until the later of (x) 12:01 a.m. on the 30th first business day prior to following the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders 2014 Annual Meeting and (y) thirty days after the 10th business day following the date that no Icahn Nominee is a member of the Appointee ceases Board (it being understood that if no Icahn Nominee is a member of the Board due to serve circumstances in which the Icahn Group would be entitled to designate a Replacement pursuant to Section 1(c)(iii), an Icahn Nominee shall be deemed to continue to be a member of the Board for all purposes of this Agreement until such time as the Icahn Group irrevocably waives in writing any right to designate such a director Replacement or designates such a Replacement) (the later of the foregoing periods, the “Standstill Board Representation Period”), except as expressly permitted by the terms of this Amendment, no member of Stockholder the Icahn Group shall, directly or indirectly, and each member of Stockholder the Icahn Group shall cause each Stockholder Icahn Affiliate not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Appointee’s boardroom discussions conducted solely in such person’s capacity as a director of the Company): indirectly, (i) (A) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, to the Voting Securities (as defined hereinbelow), or from the holders of the Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any Third Party (as defined herein) third party in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter) or (B) control or exert influence over or seek to control or exert influence over the voting of any Voting Securities as to which a Third Party that is a counterparty to any Net Long Position of Stockholder possesses power to vote or direct the voting (other than such control or influence that is consistent with Company management’s recommendation in connection with such matter); , (ii) encourage, advise or influence any other person or assist any Third Party third party in so encouraging, assisting or influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any other type of referendum (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter); , (iii) form or join in a partnership, limited partnership, syndicate or other group, including without limitation a “group” group as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (it being understood that a Permitted Person (or Permitted Persons), as long as it is (or they are) such, engaging in Permitted Activities (each as defined in the Rights Agreement) shall not be deemed to be or create a partnership, limited partnership, syndicate or other group, including any Net Long Positionwithout limitation a group as defined under Section 13(d) of the Exchange Act, for purposes of this clause (iii)), or otherwise support or participate in any effort by a Third Party third party with respect to the matters set forth herein; in clause (i) above, (iv) present at any annual meeting Annual Meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or (except as explicitly permitted by this Agreement) propose any nominee for election to the Board, other than through action at the Board by any Icahn Nominee acting in his or seek representation on the Board; her capacity as such, (v) sell, offer or agree to sell directly or indirectly, through swap, hedging, derivative transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Stockholder to any person or entity not a party to this agreement (a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time or would knowingly increase the beneficial or other ownership interest of any Third Party who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time, except in each case in a transaction approved by the Board; (vi) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholdersstockholders (an “Annual Meeting”)) or deposit any of the Voting Securities of held by the Company Icahn Group or the Icahn Affiliates in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual meeting or special meeting Annual Meeting except as provided in Section 2(b) below, or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (viivi) make any request for shareholders list materials or other books and records of the Company under Section 220 of the Delaware General Corporation Law Law, (vii) make, or otherwise; cause to be made, by press release or similar public statement to the press or media, any statement or announcement that constitutes an ad hominem attack on, or otherwise disparages (as distinct from objective statements reflecting business criticism), the Company, its officers or its directors or any person who has served as an officer or director of the Company in the past or (viii) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions). As used in this Agreement, the term “Voting Securities” shall mean the common stock, par value $0.10 per share, of the Company (the “Common Stock”) (and any other than securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for purposes Common Stock or other securities, whether or not subject to the passage of enforcement time or other contingencies. No activity that is a “Permitted Activity” as defined in the Rights Agreement as of the date of this Agreement); (ix) without the prior approval Amendment shall constitute a violation of the Board, separately or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose (publicly, privately or to the Company) or participate in, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization, extraordinary dividend, significant share repurchase, or any similar transaction or other business combination involving the Company or any of its subsidiaries or its or their securities or a material amount of the assets or businesses of the Company, any of the Company’s Affiliates, or any subsidiary, business, venture or division of the foregoing, or encourage, initiate or support any other Third Party in any such activity; (x) purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of any Voting Securities, if in any such case, immediately after the taking of such action, Stockholder would, in the aggregate, collectively beneficially own, or have an economic interest in, an amount that would exceed twenty percent (20.0%) of the then outstanding shares of Common Stock; (xi) take any action, alone or with a Third Party, in support of or make any proposal or request, other than through the Appointee, that constitutes (A) controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, share repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure or (D) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylaws; (xii) enter into any discussions, negotiations, arrangements or understandings with any Third Party with respect to the matters set forth in this Section 2(a); (xiii) request, directly or indirectly, any amendment or waiver 2(c) regardless of whether the foregoing which request would reasonably likely require public disclosure by Stockholder or the Company; or (xiv) contest the validity of, or publicly request any waiver of, the obligations set forth Rights Agreement is then in this Section 2(a)effect. (b) Until the end of the Standstill Period, Stockholder and the Stockholder Affiliates shall cause all Voting Securities owned by them directly or indirectly, whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders or in connection with any solicitation of shareholder action by written consent (each a “Shareholders Meeting”) within the Standstill Period, in each case that are entitled to vote at any such Shareholders Meeting, to be present for quorum purposes and to be voted, at all such Shareholders Meetings or at any adjournments or postponements thereof, (i) for all directors nominated by the Board for election at such Shareholders Meeting and (ii) in accordance with the recommendation of the Board on any other proposals or other business that comes before any Shareholder Meeting, including with respect to the 2025 Annual Meeting and, if the Standstill Period is extended and in effect pursuant to Section 1(f)(ii), the 2026 Annual Meeting.

Certain Other Matters. (a) Stockholder Impactive agrees that, from during the date of this Agreement until the later of (x) 12:01 a.m. on the 30th day prior to the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders and (y) thirty days after the date that the Appointee ceases to serve as a director (the “Standstill Period”), no member of Stockholder Impactive shall, directly or indirectly, and each member of Stockholder Impactive shall cause each Stockholder Impactive Affiliate not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Appointee’s boardroom discussions conducted solely in such person’s capacity as a director of the Company):indirectly: (i) (A) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the Voting Securities (as defined herein), or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any Third Party (as defined herein) in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter) or (B) control or exert influence over or seek to control or exert influence over the voting of any Voting Securities as to which a Third Party that is a counterparty to any Net Long Position of Stockholder possesses power to vote or direct the voting (other than such control or influence that is consistent with Company managementBoard’s recommendation in connection with such matter); provided, however, that the foregoing shall not restrict Impactive or its Affiliates or Associates from stating how they intend to vote with respect to any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization, or other business combination involving the Company or substantially all of the assets of the Company, if any, that the New Director voted “against” and has been publicly submitted for the approval of the Company’s stockholders and the reasons therefor; (ii) encourage, advise or influence any other person or assist any Third Party in so encouraging, assisting or influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any type of referendum (other than such encouragement, advice or influence that is consistent with Company managementBoard’s recommendation in connection with such matter); (iii) form or join in a partnership, limited partnership, syndicate or other group, including a “group” as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (including other than a group that includes any Net Long Position)other members of Impactive; provided that nothing herein shall limit the ability of an Affiliate of Impactive to join such group following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement) or otherwise support or participate in any effort by a Third Party with respect to the matters set forth herein; (iv) present at any annual meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or propose any nominee for election to the Board or seek representation on the Board; (v) sell, offer or agree to sell directly or indirectly, through swap, hedging, derivative transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Stockholder Impactive to any person or entity not a party to this agreement (a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any beneficial Beneficial Ownership or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time or would knowingly increase the beneficial Beneficial Ownership or other ownership interest of any Third Party who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time, except in each case in a transaction approved by the BoardBoard or to Schedule 13G filers that are mutual funds, pension funds, index funds or investment fund managers with no known history of activism or known plans to engage in activism; (vi) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholders) or deposit any Voting Securities of the Company in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual meeting or special meeting except as provided in Section 2(b) below, or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (vii) make any request for shareholders list materials or other books and records of the Company under Section 220 of the Delaware General Corporation Law or otherwise; (viii) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) (other than for purposes of enforcement of this Agreement); (ix) without the prior approval of the Board, separately or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose (publicly, privately or to the Company) or participate in, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization, extraordinary dividend, significant share repurchase, or any similar transaction or other business combination involving the Company or any of its subsidiaries or its or their securities or a material amount substantially all of the assets or businesses of the Company, any of the Company’s Affiliates, or any subsidiary, business, venture or division of the foregoing, Company or encourage, initiate or support any other Third Party in any such activity; provided, that nothing in this Section 2(a)(vii) shall be interpreted to prohibit Impactive from (1) proposing, suggesting or recommending privately to the Company any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization, or other business combination involving the Company or substantially all of the assets of the Company so long as any such action is not publicly disclosed by Impactive and is made by Impactive in a manner that would not reasonably be expected to require the public disclosure thereof by the Company, Impactive or any other person or (2) tendering shares, receiving consideration or other payment for shares, or otherwise participating in any publicly announced transaction on the same basis as other stockholders of the Company; (xviii) purchase acquire, or cause to be purchased or otherwise acquire offer, seek or agree to acquire acquire, by purchase or otherwise, or direct any Third Party in the acquisition of Beneficial Ownership of any Voting Securitiessecurities of the Company or assets of the Company, if or rights or options to acquire any securities of the Company or assets of the Company, or engage in any such case, immediately after swap or hedging transactions or other derivative agreements of any nature with respect to securities of the taking of such action, Stockholder wouldCompany, in the aggregateeach case if such acquisition, collectively beneficially ownoffer, agreement or transaction would result in Impactive (together with its Affiliates) having Beneficial Ownership of, or have an aggregate economic interest inexposure to, an amount that would exceed twenty percent (20.0%) more than 12.0% of the then Common Stock outstanding shares of Common Stockat such time; (xiix) take any action, alone or with a Third Party, in support of or make any proposal or request, other than through the Appointee, that constitutes (A) controlling, controlling or changing or influencing the Board or management of the Company, including any plans or proposals to change the number of directors or to fill any vacancies on the BoardBoard (other than as provided under Section 1 of this Agreement), (B) any material change in the capitalization, share repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business business, strategy or corporate structure or structure, (D) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylaws, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or (F) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (xiix) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including any put or call option or “swap” transaction with respect to any security (other than a broad based market basket or index)) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the securities of the Company; (xi) enter into any discussions, negotiations, arrangements or understandings with with, or finance or knowingly advise, assist or encourage, any Third Party to undertake any action inconsistent with respect to the matters set forth in this Section 2(a); (xiiixii) request, directly or indirectly, any amendment or waiver of the foregoing which request in a manner that would reasonably likely require public disclosure by Stockholder Impactive or the Company; or (xivxiii) contest take any action that could reasonably be expected to cause or require the validity of, Company or publicly request Impactive or its Affiliates to make a public disclosure with respect to any waiver of, of the obligations set forth in this Section 2(a)foregoing. (b) Notwithstanding anything in this Agreement to the contrary, the foregoing provisions of Section 2 shall not be deemed to restrict Impactive from: (i) communicating privately with the Board or the Company’s Chief Executive Officer, Chief Financial Officer or General Counsel regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure by the Company, Impactive or any person, (ii) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this Section 2 or Section 5, or (iii) taking any action necessary to comply with any Legal Requirement (as defined below); provided that such Legal Requirement did not result from any violation of this Agreement or other voluntary action by Impactive. Furthermore, nothing in this Agreement shall be deemed to limit the exercise in good faith by the New Director of such person’s fiduciary duties solely in such person’s capacity as a director of the Company. The restrictions in Section 2 and Section 5 shall terminate following a material breach of this Agreement by the Company if such breach has not been cured within ten business days’ following receipt by the Company from Impactive of written notice of such breach, provided that (x) Impactive specifies in such written notice, in reasonable detail, the material breach on which it is relying to terminate its obligations under Section 2 and Section 5 and (y) Impactive and its Affiliates are not in material breach of this Agreement at the time such notice is given or prior to the end of the notice. (c) Until the end of the Standstill Period, Stockholder Impactive and the Stockholder Impactive Affiliates shall cause all Voting Securities owned by them directly or indirectly, whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders or in connection with any solicitation of shareholder stockholder action by written consent (each a “Shareholders Stockholders Meeting”) within the Standstill Period, in each case that are entitled to vote at any such Shareholders Stockholders Meeting, to be present for quorum purposes and to be voted, at all such Shareholders Stockholders Meetings or at any adjournments or postponements thereof, (i) for all directors nominated by the Board for election at such Shareholders Meeting and Stockholders Meeting, (ii) in accordance with against any stockholder nominations for directors that are not approved and recommended by the recommendation Board for election at any such meeting and (iii) against any proposals or resolutions to remove any member of the Board on any other proposals or other business that comes before any Shareholder Meeting, including with respect to the 2025 Annual Meeting and, if the Standstill Period is extended and in effect pursuant to Section 1(f)(ii), the 2026 Annual MeetingBoard.

Certain Other Matters. (a) Stockholder agrees thatSo long as the Company has complied and is complying with its obligations set forth in this Amendment, from and after the date of this Agreement Amendment until the later of (x) 12:01 a.m. on the 30th first business day prior to following the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders 2014 Annual Meeting and (y) thirty days after the 10th business day following the date that no MHR Nominee is a member of the Appointee ceases Board (it being understood that if no MHR Nominee is a member of the Board due to serve circumstances in which the MHR Group would be entitled to designate a Replacement pursuant to Section 1(c)(iii), an MHR Nominee shall be deemed to continue to be a member of the Board for all purposes of this Agreement until such time as the MHR Group irrevocably waives in writing any right to designate such a director Replacement or designates such a Replacement) (the later of the foregoing periods, the “Standstill Board Representation Period”), except as expressly permitted by the terms of this Amendment, no member of Stockholder the MHR Group shall, directly or indirectly, and each member of Stockholder the MHR Group shall cause each Stockholder MHR Affiliate not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Appointee’s boardroom discussions conducted solely in such person’s capacity as a director of the Company): indirectly, (i) (A) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, to the Voting Securities (as defined hereinbelow), or from the holders of the Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any Third Party (as defined herein) third party in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter) or (B) control or exert influence over or seek to control or exert influence over the voting of any Voting Securities as to which a Third Party that is a counterparty to any Net Long Position of Stockholder possesses power to vote or direct the voting (other than such control or influence that is consistent with Company management’s recommendation in connection with such matter); , (ii) encourage, advise or influence any other person or assist any Third Party third party in so encouraging, assisting or influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any other type of referendum (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter); , (iii) form or join in a partnership, limited partnership, syndicate or other group, including without limitation a “group” group as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (it being understood that a Permitted Person (or Permitted Persons), as long as it is (or they are) such, engaging in Permitted Activities (each as defined in the Rights Agreement) shall not be deemed to be or create a partnership, limited partnership, syndicate or other group, including any Net Long Positionwithout limitation a group as defined under Section 13(d) of the Exchange Act, for purposes of this clause (iii)), or otherwise support or participate in any effort by a Third Party third party with respect to the matters set forth herein; in clause (i) above, (iv) present at any annual meeting Annual Meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or (except as explicitly permitted by this Agreement) propose any nominee for election to the Board, other than through action at the Board by any MHR Nominee acting in his or seek representation on the Board; her capacity as such, (v) sell, offer or agree to sell directly or indirectly, through swap, hedging, derivative transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Stockholder to any person or entity not a party to this agreement (a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time or would knowingly increase the beneficial or other ownership interest of any Third Party who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time, except in each case in a transaction approved by the Board; (vi) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholdersstockholders (an “Annual Meeting”)) or deposit any of the Voting Securities of held by the Company MHR Group or the MHR Affiliates in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual meeting or special meeting Annual Meeting except as provided in Section 2(b) below, or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (viivi) make any request for shareholders list materials or other books and records of the Company under Section 220 of the Delaware General Corporation Law or otherwise; Law, (viiivii) institutemake, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) (other than for purposes of enforcement of this Agreement); (ix) without the prior approval of the Board, separately or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose (publicly, privately or to the Company) or participate in, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization, extraordinary dividend, significant share repurchase, or any similar transaction or other business combination involving the Company or any of its subsidiaries or its or their securities or a material amount of the assets or businesses of the Company, any of the Company’s Affiliates, or any subsidiary, business, venture or division of the foregoing, or encourage, initiate or support any other Third Party in any such activity; (x) purchase or cause to be purchased made, by press release or otherwise acquire or agree to acquire Beneficial Ownership of any Voting Securities, if in any such case, immediately after the taking of such action, Stockholder would, in the aggregate, collectively beneficially own, or have an economic interest in, an amount that would exceed twenty percent (20.0%) of the then outstanding shares of Common Stock; (xi) take any action, alone or with a Third Party, in support of or make any proposal or request, other than through the Appointee, that constitutes (A) controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, share repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure or (D) seeking to have the Company waive or make amendments or modifications similar public statement to the Company’s certificate of incorporation press or bylaws; (xii) enter into any discussions, negotiations, arrangements or understandings with any Third Party with respect to the matters set forth in this Section 2(a); (xiii) request, directly or indirectlymedia, any amendment or waiver of the foregoing which request would reasonably likely require public disclosure by Stockholder or the Company; statement or (xiv) contest the validity of, or publicly request any waiver of, the obligations set forth in this Section 2(a). (b) Until the end of the Standstill Period, Stockholder and the Stockholder Affiliates shall cause all Voting Securities owned by them directly or indirectly, whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders or in connection with any solicitation of shareholder action by written consent (each a “Shareholders Meeting”) within the Standstill Period, in each case that are entitled to vote at any such Shareholders Meeting, to be present for quorum purposes and to be voted, at all such Shareholders Meetings or at any adjournments or postponements thereof, (i) for all directors nominated by the Board for election at such Shareholders Meeting and (ii) in accordance with the recommendation of the Board on any other proposals or other business that comes before any Shareholder Meeting, including with respect to the 2025 Annual Meeting and, if the Standstill Period is extended and in effect pursuant to Section 1(f)(ii), the 2026 Annual Meeting.

Certain Other Matters. (a) Stockholder agrees that, The parties acknowledge that an Icahn Designee may resign from the date Board at any time by giving prior written notice to the Board. For so long as any Icahn Designee is a member of the Board (it being understood that if such an Icahn Designee is no longer a member of the Board due to circumstances in which the Icahn Group would be entitled to appoint a Replacement, an Icahn Designee shall be deemed to continue to be a member of the Board for all purposes of this Agreement until such time as the later of (xIcahn Group irrevocably waives in writing any right to designate such a Replacement or appoints such a Replacement) 12:01 a.m. on the 30th day prior to the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders and (y) thirty days after the date that the Appointee ceases to serve as a director (the “Standstill Board Representation Period”), no member of Stockholder the Icahn Group shall, directly or indirectly, and each member of Stockholder the Icahn Group shall cause each Stockholder Icahn Affiliate not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Appointee’s boardroom discussions conducted solely any Icahn Designee or Replacement in such person’s capacity as a director of the Company): (i) (A) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the Voting Securities (as defined hereinbelow), or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any Third Party (as defined herein) third party in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter) or (B) control or exert influence over or seek to control or exert influence over the voting of any Voting Securities as to which a Third Party that is a counterparty to any Net Long Position of Stockholder possesses power to vote or direct the voting (other than such control or influence that is consistent with Company management’s recommendation in connection with such matter); (ii) encourage, advise or influence any other person or assist any Third Party third party in so encouraging, assisting or influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any type of referendum (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter); (iii) form or join in a partnership, limited partnership, syndicate or other group, including a “group” group as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (including any Net Long Position)Securities, or otherwise support or participate in any effort by a Third Party third party with respect to the matters set forth hereinin clause (i) above; (iv) present at any annual meeting Annual Meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or (except as explicitly permitted by this Agreement) propose any nominee for election to the Board or seek representation on the Board or the removal of any member of the Board, other than through action at the Board by an Icahn Designee acting in his or her capacity as such; (v) sell, offer or agree to sell directly or indirectly, through swap, hedging, derivative transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Stockholder to any person or entity not a party to this agreement (a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time or would knowingly increase the beneficial or other ownership interest of any Third Party who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of 5% or more of the shares of Common Stock outstanding at such time, except in each case in a transaction approved by the Board; (vi) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholdersstockholders (an “Annual Meeting”)) or deposit any Voting Securities of the Company in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual meeting or special meeting Annual Meeting except as provided in Section 2(b) below, special meeting of stockholders or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (viivi) make any request for shareholders list materials or other books and records of the Company under Section 220 of the Delaware General Corporation Law Law; (vii) make, or otherwisecause to be made, by press release or similar public statement to the press or media, or in an SEC filing, any statement or announcement that disparages (as distinct from objective statements reflecting business criticism), the Company, its officers or its directors or any person who has served as an officer or director of the Company in the past (and the Company shall not make, or cause to be made, by press release or similar public statement, including to the press or media or in an SEC filing, any statement or announcement that disparages (as distinct from objective statements reflecting business criticism), any member of the Icahn Group, the officers or directors of any member of the Icahn Group, or any person who has served as an officer or director of any member of the Icahn Group in the past); (viii) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) (other than for purposes of enforcement of this Agreement); (ix) without other than pursuant to a Qualifying Offer (as such term is defined in the prior approval Rights Agreement dated as of August 27, 2012, between the Company and Computershare Shareowner Services LLC) or any other transaction approved by the Board, separately or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose (publicly, privately or to the Company) or participate in, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization, extraordinary dividend, significant share repurchase, or any similar transaction or other business combination involving the Company or any of its subsidiaries or its or their securities or a material amount of the assets or businesses of the Company, any of the Company’s Affiliates, or any subsidiary, business, venture or division of the foregoing, or encourage, initiate or support any other Third Party in any such activity; (x) purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of any Voting Securities, if in any such case, immediately after the taking of such action, Stockholder would, Securities that would equal or exceed (in the aggregate, collectively beneficially own, or have an economic interest in, an amount that would exceed twenty percent aggregate with all other members of the Icahn Group and all Icahn Affiliates) the greater of (20.0%x) 15% of the then total outstanding Voting Securities and (y) the percentage of the then total outstanding Voting Securities acquired by any other Person under circumstances in which the Board has waived or carved out by exception or similar devices the applicability of either any Rights Plan (as hereafter defined) currently in effect or which the Company hereafter adopts or Section 203 of the Delaware General Corporation Law to such Person’s acquisition of the Voting Securities (and the Company hereby does, and agrees that it shall, provide the same waiver, carve out, exception or similar device for the Icahn Group and its Affiliates); provided that, notwithstanding any other provision herein to the contrary, if the Board Representation Period has expired prior to the 365th day following the date of this Agreement, this clause (ix) shall remain in effect through the 365th day following the date of this Agreement. The term “Rights Plan” shall mean any plan or arrangement of the sort commonly referred to as a “rights plan” or “stockholder rights plan” or “shareholder rights plan” or “poison pill” that is designed to prevent or make more difficult a hostile takeover of the Company by increasing the cost to a potential acquirer in such a takeover either through the issuance of new rights, shares of Common Stock; common stock or preferred stock (xi) take or any action, alone other security or with a Third Party, in support device that may be issued to stockholders of or make any proposal or request, the Company other than through the Appointee, that constitutes (A) controlling, changing or influencing the Board or management ratably to all stockholders of the Company) that carry severe redemption provisions, including favorable purchase provisions or otherwise, and any plans or proposals to change the number of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, share repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure or (D) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylaws; (xii) enter into any discussions, negotiations, arrangements or understandings with any Third Party with respect to the matters set forth in this Section 2(a); (xiii) request, directly or indirectly, any amendment or waiver of the foregoing which request would reasonably likely require public disclosure by Stockholder or the Companyrelated rights agreement.; or (xiv) contest the validity of, or publicly request any waiver of, the obligations set forth in this Section 2(a). (b) Until the end of the Standstill Period, Stockholder and the Stockholder Affiliates shall cause all Voting Securities owned by them directly or indirectly, whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders or in connection with any solicitation of shareholder action by written consent (each a “Shareholders Meeting”) within the Standstill Period, in each case that are entitled to vote at any such Shareholders Meeting, to be present for quorum purposes and to be voted, at all such Shareholders Meetings or at any adjournments or postponements thereof, (i) for all directors nominated by the Board for election at such Shareholders Meeting and (ii) in accordance with the recommendation of the Board on any other proposals or other business that comes before any Shareholder Meeting, including with respect to the 2025 Annual Meeting and, if the Standstill Period is extended and in effect pursuant to Section 1(f)(ii), the 2026 Annual Meeting.5