Common use of Company Board Representation Clause in Contracts

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3. Parent or Purchaser will supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Certificate of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will require only the concurrence of a majority of the directors of the Company then in office who are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly upon Upon the purchase by Purchaser consummation of Shares pursuant to the Offer, or the effective date of the Plan, as applicable, the Company and the Holders shall promptly use their commercially reasonable efforts to (i) cause each of the directors (except the Company's chief executive officer) to resign from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on and (ii) take all actions necessary to cause the Board of Directors equal to consist of five persons, one of whom is the Company's chief executive officer and four of whom are designees of the Holders, with one of such designees being a person who would qualify as an independent director under the Marketplace Rules of the Nasdaq Stock Market excluding the financial statement knowledge requirements applicable to the product composition of audit committees, who shall be independent (as defined under such rules) both with respect to the Company and with respect to each holder of more than 5% of (i) the New Preferred Stock, upon consummation of the total number Offer, or (ii) the Common Stock, upon the effective date of the Plan, as the case may be (the "Independent Director"), including accepting the resignations of those incumbent directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied designated by the percentage that the aggregate number of Shares beneficially owned by Purchaser Company or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing the size of the Board of Directors or securing and causing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts Holders' designees to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committeesbe elected. (b) The Company's obligations to appoint the Holders' designees to its the Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, if applicable. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 Section, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided Offering Documents, and otherwise disseminate to stockholders the holder of the Company's common stock, such information with respect to the Company and its officers and directors as is required under such Exchange Act Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will Each Holder shall supply to the Company and be solely responsible for any information with respect to either of them such Holder and their nominees, its officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following If at any time there is no Independent Director, the election or appointment other directors shall designate a person to fill such vacancy who satisfies the requirements of Purchaser's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, paragraph (a) of this Agreement or the Certificate of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunderSection, and any other consent or action by the Board of Directors with respect to this Agreement, will require only the concurrence of a majority of the directors of the Company then in office who are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, person shall be required deemed to be the Independent Director for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser Parent representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser at such time bears to the total number of Shares then outstanding, and the Company shall, at such time, subject to the applicable provisions of the Constituent Documents, promptly take all action actions necessary to cause PurchaserParent's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will shall use its all reasonable best efforts to cause persons designated by Purchaser Parent to constitute the same percentage as is on persons designated by Parent shall constitute of the board of Board with respect to (i) each committee of the Board (some of Directorswhom may be required to be independent as required by applicable law or requirements of the American Stock Exchange), (ii) each board of directors of each subsidiary of the Company Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.3 and shall include in 6.03, including, if requested by Parent, mailing to its stockholders the Schedule 14D-9 or a separate Rule 14f-1 Information Statement containing the information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 as an annex to the Schedule 14D-9 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 6.03 are in addition to, and shall not limit, any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of applicable law with respect to the election of directors or otherwise. (c) Following Notwithstanding the election or appointment provisions of Purchaserthis Section 6.03, the parties hereto shall use their respective reasonable best efforts to ensure that at least two of the members of the Board shall, at all times prior to the Effective Time, be Continuing Directors. From and after the time, if any, that Parent's designees pursuant to this Section 6.3 constitute a majority of the Board and prior to the Effective Time, any amendment, amendment or waiver of any term or condition, modification of this Agreement or the Certificate of Incorporation or By-Laws of Agreement, any amendment to the Company's Constituent Documents inconsistent with this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Parent or other acts Purchaser hereunder, any waiver of Purchaser any condition to the Company's obligations hereunder or waiver or assertion of any of the Company's rights hereunder, and any hereunder or other consent or action by the Board of Directors with respect to this Agreement, will require Company hereunder may be effected only by the concurrence action of a majority of the directors of the Company then in office who are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Continuing Directors of the Company and no other action by the Company, including any action by any other director of the Company, which action shall be required for purposes deemed to constitute the action of any committee specifically designated by the Board to approve the actions contemplated by this AgreementAgreement and the transactions contemplated by this Agreement and the full Board; provided, that, if there shall be no Continuing Directors, such actions may be effected by majority vote of the entire Board. The number of Disinterested Continuing Directors together shall be not less than twohave the right to retain, at the Company's expense, one law firm and a financial advisor if they, in their reasonable discretion, deem it necessary. Any person who is a director Continuing Director shall have the authority to initiate or act on behalf of the date of this Agreement, but who, in order Company to carry out any of the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time6.03(c).

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders shareholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3. Parent or Purchaser will supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following Immediately following the election or appointment of Purchaser's designees the Parent Designees pursuant to this Section 6.3 and prior to the Effective Time, the Board of Directors of the Company shall form a committee of the Board comprised solely of directors who are not Parent Designees (the "Continuing Director Committee"), which committee shall be delegated sole responsibility for the following matters: (i) any amendment, or waiver waiver, of any term or condition, condition of this Agreement or the Certificate Articles of Incorporation or By-Laws of the Company, ; (ii) any termination of this Agreement by the Company, ; (iii) any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver Parent under this Agreement; (iv) any waiver, assertion or assertion of any enforcement of the Company's rights hereunder, and under this Agreement; (v) any other consent consent, agreement or action by the Company or the Company's Board of Directors with respect to this Agreement; (vi) the declaration of quarterly dividends in an amount not to exceed $.13 per share of Company Common Stock; and (vii) subject to Section 5.1, will require only changes in the concurrence composition, compensation or benefits of the senior management of the Company and its operating divisions. (d) Prior to the Effective Time, without the consent of a majority of the directors of Continuing Directors, the Company then in office who are neither designated Parent Designees shall not propose, approve or cause any action by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any which action by any other director is in violation of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date terms of this Agreement, but whoor would require the consent of Parent pursuant to Section 5.1. In the event that Parent or Purchaser breaches its obligations under this Agreement, in order to carry out or the provisions Parent Designees breach the terms of this Section 6.3Section, is not a director at including by seeking to dissolve or otherwise impair the Effective Time, shall be entitled to receive all payments at the time such director resigns as he rights or she otherwise would have been entitled to receive if he or she had been a director as authority of the Effective TimeCommittee described in paragraph (c) above, Parent shall cause the Parent Designees to promptly resign from the Company Board of Directors and shall not otherwise seek to elect directors to such Board. (e) Parent, on behalf of the Parent Designees, acknowledges that such designees have a "direct or indirect interest" as defined in Section 23-1-35-2 of the IBCL with respect to this Agreement and the transactions contemplated hereby, including without limitation the matters delegated to the committee formed pursuant to Section 6.3(c).

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board Board of Directors of the Company of (i) each committee of the Board of DirectorsDirectors of the Company, (ii) each board of directors of each domestic subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basisEffective Time, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees of the Company as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committeesof the Company. (b) The Company's obligations to appoint Purchaser's designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3. Parent or Purchaser will supply to the Company and be solely responsible 36 for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, amendment (or waiver recommendation thereof) by the Board of any term or condition, Directors of the Company of this Agreement or the Certificate of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreementof the Company hereunder, will require only the concurrence of a majority of the directors of the Company then in office who are neither not designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective TimePurchaser.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by the Purchaser of the Shares pursuant to the Offer, and from time to time thereafter, the Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as shall give the Purchaser representation on the Company Board of Directors equal to the product of the total number of directors on such the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage percentage, expressed as a decimal, that the aggregate number of Shares beneficially owned by the Purchaser or any affiliate of the Purchaser following such purchase bears to the total number of Shares then outstandingShares, and the Company shall, at such time, promptly take all action actions necessary to cause the Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Company Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the The Company will use its reasonable best efforts to shall cause persons designated by the Purchaser to constitute the same percentage as is on persons designated by the board Purchaser shall constitute of (i) the Company Board to be appointed to each committee of the Company Board of Directors(except the Special Committee), (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser acquires a majority of Notwithstanding the outstanding Shares on a fully diluted basisforegoing, until the Effective Time, the Company shall use its reasonable best efforts to ensure that all the members of the Company Board and each committee of Directors and such boards and committees the Company Board as of the date hereof who are not employees of the Company shall remain members of the Company Board and of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.3 3.08, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. The Parent or and the Purchaser will shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of the Purchaser pursuant to this Section 6.3 and 3.08, prior to the Effective Time, the Parent and the Purchaser each specifically acknowledge and agree that any amendment, or waiver of any term or condition, amendment of this Agreement or or, the Certificate of Incorporation or By-Laws Bylaws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of the Company or the Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will shall require only the concurrence of a majority of the directors of the Company then in office who are neither were designated by the Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser the Acquiror or any of its Subsidiaries of the Minimum Shares pursuant to the Offer, and from time to time thereafter, Purchaser the Acquiror shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company (the "Board") as shall give Purchaser the Acquiror representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage percentage, expressed as a decimal, that the aggregate number of Shares shares of Common Stock beneficially owned by Purchaser the Acquiror or any affiliate of Purchaser the Acquiror following such purchase bears to the total number of Shares shares of Common Stock then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaserthe Acquiror's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the The Company will use its reasonable best efforts to shall cause persons designated by Purchaser the Acquiror to constitute the same percentage as is on persons designated by the board Acquiror shall constitute of the Board of (i) each committee of the Board of DirectorsBoard, (ii) each the board of directors of each subsidiary of the Company Subsidiary and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser Notwithstanding the foregoing, until the earlier of (i) the time the Acquiror acquires a majority of the then outstanding Shares on a fully diluted basisshares of Common Stock, and (ii) the Effective Date, the Company shall use its reasonable best efforts to ensure that all the members of the Board and each committee of Directors the Board and such boards and committees of the Subsidiary as of the date hereof who are not employees of the Company shall remain members of the Board and of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.3 7.3, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will The Acquiror and Newco shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Certificate of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will require only the concurrence of a majority of the directors of the Company then in office who are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.and

Company Board Representation. Section 14(f). (a) Promptly Subject to compliance with Delaware Law, the Company's Certificate of Incorporation and other applicable law, promptly upon the purchase payment by Purchaser Merger Co. for shares of Shares Company Common Stock purchased pursuant to the OfferOffer representing, together with shares of Company Stock previously owned by Parent, at least 50.1% of the shares of Company Common Stock outstanding, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such timeupon request of Parent, promptly use its reasonable best efforts to take all action actions necessary to cause Purchasera majority of the directors of the Company to consist of Parent's designees to be so electeddesignees, including either by accepting the resignations of those incumbent directors designated by the Company or increasing the size of the Board of Directors or securing the resignations of incumbent directors or bothand causing Parent's designees to be elected. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to The date on which Parent's designees constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires at least a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Company's Board of Directors and such boards and committees is herein referred to as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees"Control Date." (b) The Company's obligations to appoint Parent's designees to its the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, if applicable. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 Section, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders 14D-9/A such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will Merger Co. shall supply to the Company and be solely responsible for any information with respect to either of them and their nomineesdesignees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees pursuant to this Section 6.3 and prior Prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate of Incorporation or By-Laws Bylaws of the Company, any termination of this Agreement by the Company, any consent given by the Company hereunder, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser Parent or Merger Co., waiver or assertion of any of the Company's rights hereunder, and hereunder or any other consent or action by the Board of Directors Company in connection with respect or relating to this Agreement, will the transactions contemplated hereby shall require only the concurrence of a majority of the directors of the Company then in office who are (i) neither were designated by Purchaser Parent nor are employees of the Company or any of its Subsidiaries or, if there be just one such director, the concurrence of such director or (ii) were members of the Special Committee (the "Disinterested Independent Directors") and ). If the number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Director shall designate a person to fill such concurrence vacancy who shall constitute be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the authorization of the Board of Directors other directors shall designate two persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its Subsidiaries, or officers or affiliates of Parent or any of its Subsidiaries, and no other action by the Company, including any action by any other director of the Company, such persons shall be required deemed to be Independent Directors for purposes of this Agreement. The number of Disinterested Independent Directors shall have the authority to retain such counsel and other advisors at the expense of the Company as are reasonably appropriate to the exercise of their duties in connection with this Agreement, subject to approval by the Company of the terms of such retention, which approval shall not be not less than twounreasonably withheld. Any person who is a director In addition, the Independent Directors shall have the authority to institute any action, on behalf of the date Company, to enforce performance of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly Commencing upon the purchase by Purchaser Sub of Shares shares of Company Common Stock pursuant to the Offer, Offer or the Stock Option Agreement and from time to time thereafter, Purchaser Sub shall be entitled to designate up to such the number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to that equals the product of (i) the total number of directors on such the Board of Directors of the Company (giving effect to the any directors elected pursuant to this sentence) multiplied by and (ii) the percentage that (A) the aggregate number of Shares shares of Company Common Stock beneficially owned by Purchaser Sub or any affiliate of Purchaser bears Sub (including shares accepted for payment in the Offer, provided funds therefor have been deposited with the depositary appointed by Sub in connection with the Offer, and shares of Company Common Stock issued to Sub under the Stock Option Agreement) represents of (B) the total number of Shares shares of Company Common Stock then outstanding, and the Company shall, at such time, promptly shall take all action actions necessary to cause PurchaserSub's designees to be so electedelected or appointed as directors of the Company, including either including, without limitation, by increasing the size of the Board of Directors of the Company or securing the resignations of incumbent directors or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser Sub to constitute the same percentage as is on the board of (i) each committee of the Board of DirectorsDirectors of the Company, (ii) each board of directors of each subsidiary of the Company Subsidiary and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares board as such persons represent on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committeesCompany. (b) The Company's obligations to appoint Buyer's designees to its the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 1.03, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its such obligations under this Section 6.31.03. Parent or Purchaser will Sub shall supply to the Company in writing and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following From and after the election or appointment time that any of PurchaserSub's designees are appointed to the Company's Board of Directors pursuant to this Section 6.3 1.03 and prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate of Incorporation or By-Laws of the CompanyAgreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Parent or other acts Sub hereunder, any waiver of Purchaser any condition to the obligations of the Company or waiver or assertion of any of the Company's rights hereunder, and any hereunder or other consent or action by the Board of Directors with respect to this Agreement, will require Company hereunder may be effected only by the concurrence action of a majority of the Company Designees (as hereinafter defined), which action shall be deemed to constitute the action of the full Board of Directors. Until the Effective Time, the Company shall retain as members of its Board of Directors at least two directors who are directors of the Company then in office who are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this AgreementAgreement (the "Company Designees"); in the event of the death, but whoresignation or removal of any of the Company Designees, any remaining Company Designee (or, if no other Company Designee shall remain on the Board, the last remaining Company Designee and, if no Company Designee shall remain on the Board, a majority of the other members of the Board) shall have the right to appoint a successor or successors to fill the vacancies so created, which successor shall not be an affiliate or associate (as those terms are defined in order to carry out Section 203 of the provisions DGCL) of Parent or Sub, each of whom shall be deemed for purposes of this Section 6.3, is not Agreement to be a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective TimeCompany Designee.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of more than a majority of the outstanding Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product a majority of the total number Board of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstandingDirectors, and the Company shall amend, or cause to be amended its bylaws to provide for each of the matters set forth in this Section 6.06 and shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so electedelected or appointed, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board Board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 14F-1 promulgated thereunder. The At the request of Parent, the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 14F-1 in order to fulfill its obligations under this Section 6.3 6.06 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 Rule14F-1 information statement provided to stockholders of the Company such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 14F-1 to fulfill its obligations under this Section 6.36.06. Parent or Purchaser will supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates Affiliates required by Section 14(f) and Rule 14f-114F-1. (c) Following the election or appointment of Purchaser's designees pursuant to this Section 6.3 6.06 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Certificate of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will require only the concurrence of a majority of the directors of the Company then in office who are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute will be required to authorize any amendment, or waiver of any term or condition, of this Agreement or the authorization certificate of incorporation or bylaws of the Board Company, any termination of Directors of the Company and no other action this Agreement by the Company, including any action extension by the Company of the time for the performance of the obligations or other acts of Purchaser or waiver or assertion of any other director of the Company's rights hereunder, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on and any other consent or action by the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.Board of

Company Board Representation. Section 14(f). (a) Promptly upon Concurrently with the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors the Company equal to the product of the total number of directors on such the Board of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned purchased by Purchaser or any affiliate of Purchaser in the Offer bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedappointed as directors of the Company, including either increasing the size of the Board of Directors the Company or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.3 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates Affiliates required by such Section 14(f) and Rule 14f-1. In conjunction with the foregoing, the Company will, at the request the Parent, either increase the size of the Board and/or obtain the resignation of such number of its current directors as is necessary to enable Purchaser's designees to be elected or appointed to the Board. (c) Following the election or appointment of Purchaser's designees of Purchaser pursuant to this Section 6.3 and 6.3, prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate of Incorporation or By-Laws laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will hereunder shall require only the concurrence of a majority of the directors of the Company then in office who are neither were designated by Purchaser nor are employees of the Company (the "Disinterested Independent Directors") and ), or if there is only one Independent Director, the concurrence of such concurrence Independent Director. The Company shall constitute the authorization of use its best efforts to ensure that at least one Independent Director shall remain on the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of until the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser Parent representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser at such time bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause PurchaserParent's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will shall use its all reasonable best efforts to cause persons designated by Purchaser Parent to constitute the same percentage as is on persons designated by Parent shall constitute of the board of Board with respect to (i) each committee of the Board (some of Directorswhom may be required to be independent as required by applicable law or requirements of The New York Stock Exchange), (ii) each board of directors of each subsidiary of the Company Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.3 6.03 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders Information Statement containing such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 as an annex to the Schedule 14D-9 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 6.03 are in addition to and shall not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of applicable law with respect to the election of directors or otherwise. (c) Following Notwithstanding the election or appointment provisions of Purchaser's designees pursuant to this Section 6.3 and 6.03, the parties hereto shall use their respective reasonable best efforts to ensure that at least two of the members of the Board shall, at all times prior to the Effective TimeTime be, Continuing Directors. From and after the time, if any, that Parent's designees constitute a majority of the Board, any amendment, amendment or waiver of any term or condition, modification of this Agreement or the Certificate of Incorporation or By-Laws of Agreement, any amendment to the Company's Constituent Documents inconsistent with this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Parent or other acts Purchaser hereunder, any waiver of Purchaser any condition to the Company's obligations hereunder or waiver or assertion of any of the Company's rights hereunder, and any hereunder or other consent or action by the Board of Directors with respect to this Agreement, will require Company hereunder may be effected only by the concurrence action of a majority of the directors of the Company then in office who are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Continuing Directors of the Company and no other action by the Company, including any action by any other director of the Company, which action shall be required for purposes deemed to constitute the action of this Agreement. The number of Disinterested Directors any committee specifically designated by the Board to approve the actions contemplated hereby and the Transactions and the full Board; provided, that, if there shall be not less than two. Any person who is a director on the date of this Agreementno Continuing Directors, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall such actions may be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as effected by majority vote of the Effective Timeentire Board.

Company Board Representation. Section 14(f). (a) Promptly upon If requested in writing by Acquiror, following the purchase by Purchaser Acquiror of Shares pursuant all the shares of Company Common Stock subject to the OfferSecurities Purchase Agreement, and from time to time thereafter, Purchaser Acquiror shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser Acquiror representation on the Board of Directors of Company equal to the product of the total number of directors on such the Board of Directors of Company (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares shares beneficially owned by Purchaser Acquiror or any affiliate Affiliate of Purchaser Acquiror at such time bears to the total number of Shares shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause PurchaserAcquiror's designees to be so electedelected as directors of Company, including either increasing the size of the Board of Directors of Company or securing the resignations of incumbent directors or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser Acquiror to constitute the same percentage as is on persons designated by Acquiror shall constitute of the board Board of Directors of Company of (i) each committee of the Board of DirectorsDirectors of Company (some of whom may be required to be independent as required by Applicable Law), (ii) each board of directors of each subsidiary Subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors Company shall be subject promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 6.3 4.7 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders Proxy Statement such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Childs, Acquiror Parent or Purchaser will Acquiror shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates Affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of Acquiror pursuant to this Section 6.3 4.7 and prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate of Incorporation or By-Laws laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser Childs, Acquiror Parent or Acquiror or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will hereunder shall require only the concurrence of a majority of the directors of the Company then in office who are neither were not designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective TimeAcquiror.

Company Board Representation. Section 14(f). (a) Promptly upon ------------------------------------------- the purchase by Purchaser of Shares pursuant to the OfferOffer or the Stock Purchase Agreement, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such timestime, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Board of each committee of the Board. Notwithstanding the foregoing, until the earlier of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until time Purchaser acquires a majority of the then outstanding Shares on a fully diluted basisbasis and (ii) the Effective Time, the Company shall use its reasonable best efforts to ensure that all the members of the Board and each committee of Directors and such boards and committees the Board as of the date hereof who are not employees of the Company shall remain members of the Board and of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors Company shall be subject promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 6.3 6.8 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Certificate of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will require only the concurrence of a majority of the directors of the Company then in office who are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly Immediately upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser (including Shares as to which any such person has the right to vote or direct the voting) bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing by securing the size resignations of incumbent directors. Purchaser shall determine for the approval of the Board of Directors the classes into which such directors are placed, so long as such placement does not violate or securing conflict with the resignations Company's Certificate of incumbent directors Incorporation or bothBy-laws or the NYBCL and the Company shall cause Purchaser's designees to be so placed. At such times, the The Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority law and the rules of the outstanding Shares on a fully diluted basis, NYSE to the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committeesextent applicable. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders shareholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3. Parent or Purchaser will supply to the Company and be solely responsible for any information with respect to either of them it and their its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees pursuant to this Section 6.3 and prior to the Effective Time, so long as at least one director of the Company then in office is neither designated by Purchaser nor an employee of the Company (a "Disinterested Director"), any amendment, or waiver of any term or condition, amendment of this Agreement or or, to the extent material, the Certificate of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreementhereunder, will require only the concurrence of a majority of the directors Disinterested Directors or, if there is only one Disinterested Director, of the such Disinterested Director. The Company then in office who are neither designated by Purchaser nor are employees of the Company (the "shall use its best efforts to insure that at least one Disinterested Directors") and such concurrence shall constitute the authorization of Director remains on the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order prior to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser the Merger Sub of Shares pursuant to the Offer, and from time to time thereafter, Purchaser the Merger Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as shall give Purchaser the Merger Sub representation on the Company Board of Directors equal to the product of the total number of directors on such the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser the Merger Sub or any affiliate of Purchaser the Merger Sub following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaserthe Merger Sub's designees to be so electedelected as directors of the Company, including either increasing the size of the Company Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will shall use its reasonable best efforts to cause 20 24 persons designated by Purchaser the Merger Sub to constitute the same percentage as is on the board Company's Board of (i) each committee of the Board of DirectorsCompany Board, (ii) each board of directors of each subsidiary of the Company Subsidiary and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser Notwithstanding the foregoing, until the earlier of (i) the time the Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basisbasis and (ii) the Effective Time, the Company shall use its reasonable best efforts to ensure that all the members of the Company Board and each committee of Directors the Company Board and such boards and committees of the Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Company Board and of Directors and such boards and committees; provided however, the Company shall maintain at least one non-employee director until the Effective Time. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.3 6.12 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent Acquiror or Purchaser will the Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of the Merger Sub pursuant to this Section 6.3 and 6.12, prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate Articles of Incorporation or By-Laws laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser Acquiror or the Merger Sub or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will hereunder shall require only the concurrence of a majority of the directors of the Company then in office who are neither were designated by Purchaser the Merger Sub nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly Subject to compliance with the DGCL, the Company's Certificate of Incorporation and other applicable law, promptly upon the purchase payment by Purchaser Sub for shares of Shares Company Common Stock pursuant to the OfferOffer or acquisition by Sub of Stockholders' Shares purchased pursuant to the Stockholders Agreement, and from time to time thereafter, Purchaser (i) Parent shall be entitled to designate up to such number of directorsdirectors ("Parent's Designees"), rounded up to the next whole number, number as will give Parent representation on the Board of Directors of the Company as shall give Purchaser representation equal to the product of (x) the number of directors on the Board of Directors equal to the product of the total number of directors on such Board Company (giving effect to any increase in the number of directors elected pursuant to this sentenceSection 1.02) multiplied by and (y) the percentage that such number of shares of Company Common Stock so purchased bears to the aggregate number of Shares beneficially owned by Purchaser or any affiliate shares of Purchaser bears to Company Common Stock outstanding (such number being, the total number of Shares then outstanding"Board Percentage"), and (ii) the Company shall, at such timeupon request by Parent, promptly take all action necessary to cause Purchaser's designees to be so elected, including either satisfy the Board Percentage by (x) increasing the size of the Board of Directors of the Company or securing (y) using reasonable efforts to secure the resignations of, or failing that, to use its best efforts to remove, such number of incumbent directors as is necessary to enable Parent's Designees to be elected or both. At such times, appointed to the Board of Directors of the Company will and shall use its reasonable best efforts to cause persons designated by Purchaser Parent's Designees promptly to be so elected or appointed. The date on which Parent's designees constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires at least a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Company's Board of Directors and such boards and committees is herein referred to as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees"Control Date." (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 Section, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders (as defined in Section 10.01(b)) such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nomineesdesignees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees Designees of Parent pursuant to this Section 6.3 and prior to the Effective TimeTime (as defined in Section 2.03), any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate of Incorporation or By-Laws Bylaws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser Parent or Sub or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will hereunder shall require only the concurrence of a majority of the directors of the Company then in office who are neither were designated by Purchaser Parent nor are employees of the Company or any of its Subsidiaries (as defined in Section 11.11(g)) (the "Disinterested Independent Directors") and ). If the number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Director shall designate a Person to fill such concurrence vacancy who shall constitute be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the authorization of the Board of Directors other directors shall designate two Persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its Subsidiaries, or officers or affiliates of Parent or any of its Subsidiaries, and no other action by the Company, including any action by any other director of the Company, such Persons shall be required deemed to be Independent Directors for purposes of this Agreement. The number of Disinterested Independent Directors shall have the authority to retain such counsel and other advisors at the expense of the Company as are reasonably appropriate to the exercise of their duties in connection with this Agreement, subject to approval by the Company of the terms of such retention, which approval shall not be not less than twounreasonably withheld. Any person who is a director In addition, the Independent Directors shall have the authority to institute any action, on behalf of the date Company, to enforce performance of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f14f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the OfferOffer and, and from time to time thereafter, subject to the terms of this Section, Purchaser shall be entitled to designate up to such number of directorsdirectors (the "Parent Designees"), rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees the Parent Designees to be so elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, Directors (ii) each board of directors of each subsidiary of other than the Company and (iii) each committee of each such board, in each case only formed pursuant to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committeesSection 6.3(c)). (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders shareholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3. Parent or Purchaser will supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following Immediately following the election or appointment of Purchaser's designees the Parent Designees pursuant to this Section 6.3 and prior to the Effective Time, the Board of Directors of the Company shall form a committee of the Board comprised solely of directors who are not Parent Designees (the "Continuing Director Committee"), which committee shall be delegated sole responsibility for the following matters: (i) any amendment, or waiver waiver, of any term or condition, condition of this Agreement or the Certificate Articles of Incorporation or By-Laws of the Company, ; (ii) any termination of this Agreement by the Company, ; (iii) any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver Parent under this Agreement; (iv) any waiver, assertion or assertion of any enforcement of the Company's rights hereunder, and under this Agreement; (v) any other consent consent, agreement or action by the Company or the Company's Board of Directors with respect to this Agreement; (vi) the declaration of quarterly dividends in an amount not to exceed $.13 per share of Company Common Stock; and (vii) subject to Section 5.1, will require only changes in the concurrence composition, compensation or benefits of the senior management of the Company and its operating divisions. (d) Prior to the Effective Time, without the consent of a majority of the directors of Continuing Directors, the Company then in office who are neither designated Parent Designees shall not propose, approve or cause any action by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any which action by any other director is in violation of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date terms of this Agreement, but whoor would require the consent of Parent pursuant to Section 5.1. In the event that Parent or Purchaser breaches its obligations under this Agreement, in order to carry out or the provisions Parent Designees breach the terms of this Section 6.3Section, is not a director at including by seeking to dissolve or otherwise impair the Effective Time, shall be entitled to receive all payments at the time such director resigns as he rights or she otherwise would have been entitled to receive if he or she had been a director as authority of the Effective TimeCommittee described in paragraph (c) above, Parent shall cause the Parent Designees to promptly resign from the Company Board of Directors and shall not otherwise seek to elect directors to such Board. (e) Parent, on behalf of the Parent Designees, acknowledges that such designees have a "direct or indirect interest" as defined in Section 23-1-35-2 of the IBCL with respect to this Agreement and the transactions contemplated hereby, including without limitation the matters delegated to the committee formed pursuant to Section 6.3(c).

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares shares of Common Stock beneficially owned by Purchaser or any affiliate Affiliate of Purchaser following such purchase bears to the total number of Shares shares of Common Stock then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will shall use its all reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of as persons designated by Purchaser to constitute the Company and (iii) each committee of each such board, in each case only Board to the extent permitted by applicable law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.3 6.03 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of Purchaser pursuant to this Section 6.3 and 6.03, prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Restated Certificate of Incorporation or By-Laws laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will hereunder shall require only the concurrence of a majority of the directors of the Company then in office who are neither were designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, Offer and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected or appointed as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Board of (i) each committee of the Board of DirectorsBoard, (ii) each board of directors of each subsidiary of the Company Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser acquires a majority of Notwithstanding the outstanding Shares on a fully diluted basisforegoing, until the Effective Time, the Company shall use its reasonable best efforts to ensure that all the at least three members of the Board and each committee of Directors the Board and such boards and committees of the Subsidiaries, as of the date hereof hereof, who are not employees of the Company shall remain members of the Board and of Directors and such boards and committeescommittees and (y) such number of members of the Board shall be independent as required by the relevant rules of NASDAQ. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in order promulgated thereunder to fulfill its obligations under this Section 6.3 7.03, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will shall supply to the Company Company, and be solely responsible for for, any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of Purchaser pursuant to this Section 6.3 and 7.03, prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate of Incorporation or By-Laws laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser Parent or Purchaser, or waiver or assertion of any of the Company's rights hereunder, and or any other consent or action by of the Board of Directors Company with respect to this Agreement, will Agreement shall require only the concurrence of a majority of the directors of the Company then in office who are neither were designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including or any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective TimeSubsidiary.

Company Board Representation. Section 14(f). (a) Promptly Subject to compliance with the DGCL, the Company's Certificate of Incorporation and other applicable law, promptly upon the purchase payment by Purchaser Sub for shares of Shares Company Common Stock pursuant to the OfferOffer or acquisition by Sub of Stockholders' Shares purchased pursuant to the Stockholders Agreement, and from time to time thereafter, Purchaser (i) Parent shall be entitled to designate up to such number of directorsdirectors ("Parent's Designees"), rounded up to the next whole number, number as will give Parent representation on the Board of Directors of the Company as shall give Purchaser representation equal to the product of (x) the number of directors on the Board of Directors equal to the product of the total number of directors on such Board Company (giving effect to any increase in the number of directors elected pursuant to this sentenceSection 1.02) multiplied by and (y) the percentage that such number of shares of Company Common Stock so purchased bears to the aggregate number of Shares beneficially owned by Purchaser or any affiliate shares of Purchaser bears to Company Common Stock outstanding (such number being, the total number of Shares then outstanding"Board Percentage"), and (ii) the Company shall, at such timeupon request by Parent, promptly take all action necessary to cause Purchaser's designees to be so elected, including either satisfy the Board Percentage by (x) increasing the size of the Board of Directors of the Company or securing (y) using reasonable efforts to secure the resignations of, or failing that, to use its best efforts to remove, such number of incumbent directors as is necessary to enable Parent's Designees to be elected or both. At such times, appointed to the Board of Directors of the Company will and shall use its reasonable best efforts to cause persons designated by Purchaser Parent's Designees promptly to be so elected or appointed. The date on which Parent's designees constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires at least a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Company's Board of Directors and such boards and committees is herein referred to as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees"Control Date." (b) The Company's obligations to appoint designees Parent's Designees to its the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, if applicable. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 Section, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders (as defined in Section 10.01(b)) such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nomineesdesignees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees Designees of Parent pursuant to this Section 6.3 and prior to the Effective TimeTime (as defined in Section 2.03), any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate of Incorporation or By-Laws Bylaws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser Parent or Sub or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will hereunder shall require only the concurrence of a majority of the directors of the Company then in office who are neither were designated by Purchaser Parent nor are employees of the Company or any of its Subsidiaries (as defined in Section 11.11(g)) (the "Disinterested Independent Directors") and ). If the number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Director shall designate a Person to fill such concurrence vacancy who shall constitute be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the authorization of the Board of Directors other directors shall designate two Persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its Subsidiaries, or officers or affiliates of Parent or any of its Subsidiaries, and no other action by the Company, including any action by any other director of the Company, such Persons shall be required deemed to be Independent Directors for purposes of this Agreement. The number of Disinterested Independent Directors shall have the authority to retain such counsel and other advisors at the expense of the Company as are reasonably appropriate to the exercise of their duties in connection with this Agreement, subject to approval by the Company of the terms of such retention, which approval shall not be not less than twounreasonably withheld. Any person who is a director In addition, the Independent Directors shall have the authority to institute any action, on behalf of the date Company, to enforce performance of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly upon after (i) the purchase of and payment for any Shares by Purchaser or any of Shares its affiliates pursuant to the OfferOffer as a result of which Purchaser and its affiliates own at least two-thirds of the Shares outstanding on a fully diluted basis on the date of purchase, and from time to time thereafter(ii) compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, whichever shall occur later, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected or appointed as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in order promulgated thereunder to fulfill its obligations under this Section 6.3 6.03, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will shall supply to the Company Company, and be solely responsible for for, any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Notwithstanding anything in this Section 6.03 to the contrary, until the Effective Time, the Company shall retain as members of its Board at least two directors who are directors of the Company on the date hereof. Following the election or appointment of Purchaser's designees of Purchaser pursuant to this Section 6.3 and 6.03, prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate of Incorporation or By-Laws laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser Parent or Purchaser, or waiver or assertion of any of the Company's rights or remedies hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will shall require only the concurrence of a majority of the directors of the Company then in office who are neither were not designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective TimePurchaser.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser the Acquiror or any of its Subsidiaries of the Minimum Shares pursuant to the Offer, and from time to time thereafter, Purchaser the Acquiror shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company (the "Board") as shall give Purchaser the Acquiror representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage percentage, expressed as a decimal, that the aggregate number of Shares shares of Common Stock beneficially owned by Purchaser the Acquiror or any affiliate of Purchaser the Acquiror following such purchase bears to the total number of Shares shares of Common Stock then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaserthe Acquiror's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the The Company will use its reasonable best efforts to shall cause persons designated by Purchaser the Acquiror to constitute the same percentage as is on persons designated by the board Acquiror shall constitute of the Board of (i) each committee of the Board of DirectorsBoard, (ii) each the board of directors of each subsidiary of the Company Subsidiary and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser Notwithstanding the foregoing, until the earlier of (i) the time the Acquiror acquires a majority of the then outstanding Shares on a fully diluted basisshares of Common Stock, and (ii) the Effective Date, the Company shall use its reasonable best efforts to ensure that all the members of the Board and each committee of Directors the Board and such boards and committees of the Subsidiary as of the date hereof who are not employees of the Company shall remain members of the Board and of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.3 7.3, and shall include in the ----------- Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such ------------- obligations. Parent or Purchaser will The Acquiror and Newco shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and ------------- Rule 14f-1. (c) Following In the election or appointment of Purchaserevent that the Acquiror's designees are elected to the Company's Board of Directors, until the Effective Date, the Company's Board of Directors shall have at least two directors who are directors on the date hereof (the "1 Independent Directors"); provided, however, that in such event if the number of Independent Directors will be reduced below two for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Director then remains, the other directors shall designate persons to fill such vacancies who shall not be stockholders, affiliates or associates of the Acquiror or Newco and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that the Acquiror's designees are elected to the Company's Board of Directors after the acceptance for payment of shares of Common Stock pursuant to this Section 6.3 the Offer and prior to the Effective TimeDate, any amendment, or waiver the affirmative vote of any term or condition, of this Agreement or the Certificate of Incorporation or By-Laws a majority of the Company, any termination of Independent Directors shall be required to (i) amend or terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations (ii) exercise or other acts of Purchaser or waiver or assertion of waive any of the Company's rights hereunderrights, and benefits or remedies hereunder or (iii) take any other consent or action by the Company's Board of Directors under or in connection with respect to this Agreement which would adversely affect the rights of Company stockholders under this Agreement; provided, however, that if there will require only be no such directors, such actions may be effected by the concurrence of a majority unanimous vote of the directors of the Company then in office who are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the entire Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.37.3 are in addition to and shall not limit any rights ----------- which the Acquiror, is not Newco or any of their affiliates may have as a director at holder or beneficial owner of shares of Common Stock as a matter of law with respect to the election of directors or otherwise; provided, that none of Acquiror, Newco or such affiliates shall take any action to remove or replace the Independent Directors prior to the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective TimeDate.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate Affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of as persons designated by Purchaser to constitute the Company and (iii) each committee of each such board, in each case only Board to the extent permitted by applicable law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.3 6.03 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of Purchaser pursuant to this Section 6.3 and 6.03, prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate of Incorporation or By-Laws laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will hereunder shall require only the concurrence of a majority of the directors of the Company then in office who are neither were designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). . (a) ------------------------------------------- Promptly upon the purchase by Purchaser of a majority of the then-outstanding Shares on a fully-diluted basis pursuant to the Offer, Offer and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Board of (i) each committee of the Board of DirectorsBoard, (ii) each board of directors of each subsidiary of the Company Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser acquires a majority of Notwithstanding the outstanding Shares on a fully diluted basisforegoing, until the Effective Time, the Company shall use its reasonable best efforts to ensure that all the designate two members of the Board and each committee of Directors and such boards and committees the Board, as of the date hereof hereof, who are not employees of the Company who shall remain members of the Board and of Directors and such boards and committees. committees (b) The Company's obligations to appoint designees to its Board the "Independent Directors"); and provided further that, in such event, if the --------------------- -------- ------- number of Independent Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3. Parent or Purchaser will supply to the Company and be solely responsible reduced below two for any information with respect reason whatsoever, the remaining Independent Director shall be entitled to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees pursuant designate a person to this Section 6.3 and prior fill such vacancy who shall be deemed to the Effective Time, any amendment, or waiver of any term or condition, be an Independent Director for purposes of this Agreement or, if no Independent Director then remains, the other directors shall designate two persons to fill such vacancies who are not officers, stockholders or the Certificate of Incorporation or By-Laws affiliates of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations Parent or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will require only the concurrence of a majority of the directors of the Company then in office who are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, persons shall be required deemed to be Independent Directors for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly Subject to compliance with the applicable provisions of the DGCL, the Company's Certificate of Incorporation and other applicable law, promptly upon the purchase payment by Purchaser Sub for shares of Shares Class A Common Stock pursuant to the Offer, and from time to time thereafter, Purchaser (i) Parent shall be entitled to designate up to such number of directorsdirectors ("Parent's Designees"), rounded up to the next whole number, number as will give Parent representation on the Board of Directors of the Company as shall give Purchaser representation equal to the product of (x) the number of directors on the Board of Directors equal to the product of the total number of directors on such Board Company (giving effect to any increase in the number of directors elected pursuant to this sentenceSection 1.03) multiplied by and (y) the percentage that the aggregate voting power of such number of Shares beneficially owned by Purchaser or any affiliate shares of Purchaser Class A Common Stock so purchased bears to the total aggregate voting power of all shares of Company Common Stock then outstanding (such number of Shares then outstandingbeing, the "Board Percentage"), and (ii) the Company shall, at such timeupon request by Parent, promptly take all action satisfy the Board Percentage by (x) using reasonable efforts to secure the resignations of such number of directors as is necessary to cause Purchaserenable Parent's designees Designees to be so electedelected or appointed to the Board of Directors of the Company, including either or failing that, (y) increasing the size of the Board of Directors or securing of the resignations of incumbent directors or both. At such timesCompany, the Company will and use its reasonable best efforts to cause persons designated by Purchaser Parent's Designees promptly to be so elected or appointed. The date on which Parent's Designees constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires at least a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Company's Board of Directors and such boards and committees is herein referred to as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees"Control Date". (b) The Company's obligations to appoint designees Parent's Designees to its the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, if applicable. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 Section, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nomineesdesignees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1, and the Company agrees to include such information in the Schedule 14D-9. (c) Following the election or appointment of Purchaserany Parent's designees Designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate of Incorporation or By-Laws Bylaws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser Parent or Sub or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will hereunder shall require only the concurrence of a majority of the directors of the Company then in office who neither are neither designated by Purchaser Parent's Designees nor are employees of the Company or any of its Subsidiaries (the "Disinterested Independent Directors") ). If the number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Director shall designate a person to fill such vacancy who shall not be an officer or employee of Parent, the Company or any of their respective affiliates, and such concurrence person shall constitute be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the authorization other directors shall designate two persons to fill such vacancies who shall not be officers or employees of the Board of Directors of Parent, the Company or any of their respective affiliates, and no other action by the Company, including any action by any other director of the Company, such persons shall be required deemed to be Independent Directors for purposes of this Agreement. The number of Disinterested Independent Directors shall have the authority to retain such counsel and other advisors at the expense of the Company as are reasonably appropriate to the exercise of their duties in connection with this Agreement, subject to approval by the Company of the terms of such retention, which approval shall not be not less than twounreasonably withheld. Any person who is a director In addition, the Independent Directors shall have the authority to institute any action, on behalf of the date Company, to enforce performance of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly upon Concurrently with the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors the Company equal to the product of the total number of directors on such the Board of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned purchased by Purchaser or any affiliate of Purchaser in the Offer bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedappointed as directors of the Company, including either increasing the size of the Board of Directors the Company or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.3 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates Affiliates required by such Section 14(f) and Rule 14f-114f-l. In conjunction with the foregoing, the Company will, at the request the Parent, either increase the size of the Board and/or obtain the resignation of such number of its current directors as is necessary to enable Purchaser's designees to be elected or appointed to the Board. (c) Following the election or appointment of Purchaser's designees of Purchaser pursuant to this Section 6.3 and 6.3, prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate of Incorporation or By-Laws laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will hereunder shall require only the concurrence of a majority of the directors of the Company then in office who are neither were designated by Purchaser nor are employees of the Company (the "Disinterested Independent Directors") and ), or if there is only one Independent Director, the concurrence of such concurrence Independent Director. The Company shall constitute the authorization of use its best efforts to ensure that at least one Independent Director shall remain on the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of until the Effective Time.

Company Board Representation. Section 14(f)) of the Exchange Act. (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, Offer and from time to time thereafter, . Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as shall give Purchaser representation on the Company Board of Directors equal to the product of the total number of directors on such the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected or appointed as directors of the Company, including either increasing the size of the Company Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in order promulgated thereunder to fulfill its obligations under this Section 6.3 6.03, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 14f-l to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will shall supply to the Company Company, and be solely responsible for for, any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of Purchaser pursuant to this Section 6.3 and 6.03, prior to the Effective Time, any amendment, or waiver of any term or condition, any: (i) amendment of this Agreement or the Certificate of Incorporation or By-Laws laws of the Company, Company or any Subsidiary; (ii) termination of this Agreement by the Company, any ; (iii) extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser Parent or Purchaser; (iv) recommendation to the Company stockholders or any modification or withdrawal of any such recommendation in connection with this Agreement or the Transactions; or (v) waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreementin each case, will shall require only the concurrence of a majority of the directors of the Company then in office who are neither were designated by Purchaser nor are employees of the Company (or any Subsidiary. If the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors independent directors of the Company and no other action by Board deem it advisable in connection with the CompanyTransactions to retain outside legal counsel, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, such directors shall be entitled to receive all payments retain such counsel at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as expense of the Effective TimeCompany.

Company Board Representation. Section 14(f). (a) Promptly Subject to compliance with Delaware Law, the Company's Certificate of Incorporation and other applicable law, promptly upon the purchase payment by Purchaser Merger Co. for shares of Shares Company Common Stock purchased pursuant to the OfferOffer representing, together with shares of Company Stock previously owned by Parent, at least 50.1% of the shares of Company Common Stock outstanding, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such timeupon request of Parent, promptly use its reasonable best efforts to take all action actions necessary to cause Purchasera majority of the directors of the Company to consist of Parent's designees to be so electeddesignees, including either by accepting the resignations of those incumbent directors designated by the Company or increasing the size of the Board of Directors or securing the resignations of incumbent directors or bothand causing Parent's designees to be elected. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to The date on which Parent's designees constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires at least a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Company's Board of Directors and such boards and committees is herein referred to as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees"Control Date." (b) The Company's obligations to appoint Parent's designees to its the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, if applicable. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 Section, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders 14D-9/A such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will Merger Co. shall supply to the Company and be solely responsible for any information with respect to either of them and their nomineesdesignees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of Parent pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate of Incorporation or By-Laws Bylaws of the Company, any termination of this Agreement by the Company, any consent given by the Company hereunder, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser Parent or Merger Co., waiver or assertion of any of the Company's rights hereunder, and hereunder or any other consent or action by the Board of Directors Company in connection with respect or relating to this Agreement, will the transactions contemplated hereby shall require only the concurrence of a majority of the directors of the Company then in office who are (i) neither were designated by Purchaser Parent nor are employees of the Company or any of its Subsidiaries or, if there be just one such director, the concurrence of such director or (ii) were a member of the Special Committee (the "Disinterested Independent Directors") and ). If the number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Director shall designate a person to fill such concurrence vacancy who shall constitute be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the authorization of the Board of Directors other directors shall designate two persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its Subsidiaries, or officers or affiliates of Parent or any of its Subsidiaries, and no other action by the Company, including any action by any other director of the Company, such persons shall be required deemed to be Independent Directors for purposes of this Agreement. The number of Disinterested Independent Directors shall have the authority to retain such counsel and other advisors at the expense of the Company as are reasonably appropriate to the exercise of their duties in connection with this Agreement, subject to approval by the Company of the terms of such retention, which approval shall not be not less than twounreasonably withheld. Any person who is a director In addition, the Independent Directors shall have the authority to institute any action, on behalf of the date Company, to enforce performance of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly upon On the purchase by Purchaser of Shares pursuant to the OfferClosing Date, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of increase the total number of directors on Directors constituting the Board and enlarge by one Director the class of Directors whose terms expire in 2010, and shall promptly elect Xx. Xxxx Xxxxx Xxx, Xxx (such Board (giving effect to individual and any replacement or substitute individual that may be nominated by the directors elected Principal Shareholders pursuant to this sentenceSection 4.1, the “Shareholder Nominee”) multiplied as a Director to fill the vacancy created by such increase. To the extent nominations are to be made or instructions are to be provided by the percentage that Principal Shareholders under this Agreement, the aggregate number of Shares beneficially owned by Purchaser Principal Shareholders agree to provide such nominations or any affiliate of Purchaser bears instructions jointly. In addition to the foregoing, the Board shall also increase the total number of Shares Directors by such number as required under the Special Security Agreement, with such additional vacancies reserved for the Outside Directors to be selected in accordance with and pursuant to the terms of the Special Security Agreement; provided, however, that upon the time that the Special Security Agreement is terminated or is no longer in effect, the Board shall decrease the total number of Directors by the same number and remove the Outside Directors from the Board. (b) During the Effective Period, the Principal Shareholders shall have the right to nominate one Shareholder Nominee, unless one Shareholder Nominee is then outstandingserving in a class of Directors whose term is not expiring at the upcoming annual meeting of shareholders, and the Board shall elect such Shareholder Nominee as a Director (to the extent that no Shareholder Nominee is then serving as a Director) until the next annual meeting of shareholders, and shall nominate and recommend to the Company’s shareholders such Shareholder Nominee for election as a Director of the Company shall, at such time, promptly take next annual meeting of shareholders. (c) Each Shareholder Nominee nominated pursuant to this Section 4.1 must at all action necessary times be reasonably acceptable to cause Purchaser's designees to be so elected, including either increasing the size Nominating and Governance Committee of the Board in accordance with the Company’s director-nominee criteria and qualifications specified in its Nominating Committee Charter, the Certificate of Incorporation, the Bylaws, and the Company’s corporate governance policies and procedures (to the same extent such requirements are applicable to all Directors). The approval of the Nominating and Governance Committee of the Board shall not be unreasonably withheld or delayed, and the Nominating and Governance Committee of the Board shall at all times exercise its approval rights equitably among all Board nominees and in the best interests of the Company and in accordance with its members’ fiduciary duties as Directors. It is acknowledged and agreed that Xx. Xxxx Xxxxx Xxx, Xxx, has been determined to be acceptable to the Nominating and Governance Committee of the Board. (d) During the Effective Period, with respect to each Shareholder Nominee nominated for election at any meeting of the Company’s shareholders at which Directors or securing are to be elected who satisfies the resignations of incumbent directors or both. At such timesrequirements set forth in Section 4.1(c), the Company will use its commercially reasonable best efforts to cause persons designated the election of such Shareholder Nominee as a Director of the Company by Purchaser including his or her name in any proxy materials prepared by or on behalf of the Company and recommending that the shareholders of the Company vote to constitute elect such Shareholder Nominee as a Director of the Company. The Company acknowledges and agrees that it will use, at a minimum, such efforts to the same percentage extent and degree as is on the board efforts the Company uses to nominate and recommend for election other Board nominees as Directors; provided, however, nothing in this Section 4.1(d) shall require the Company to adjourn or postpone any meeting of shareholders at which Directors are to be elected or take extraordinary solicitation or recommendation efforts if such actions are not similarly taken with regard to the other Board nominees for election to the Board, including that the Company will not be obligated to pay any costs associated with such extraordinary efforts (other than any costs the Company pays with respect to other Board nominees) with regard to the election of such Shareholder Nominee as a Director. (e) During the Effective Period the Principal Shareholders shall have the right, upon written notice delivered to the Company, to request that the Nominating and Governance Committee of the Board refrain from nominating the Shareholder Nominee for election as a Director at the next meeting of the shareholders of the Company at which the Directors in the class of Directors in which the Shareholder Nominee currently sits are to be elected. Upon the receipt of such notice, the Nominating and Governance Committee of the Board shall refrain from nominating such Shareholder Nominee for election as a Director at such meeting, and Principal Shareholders shall have the right to nominate a replacement Shareholder Nominee for election at such meeting, in accordance with and subject to the provisions of Section 4.1(h). (f) Any Shareholder Nominee elected by the shareholders of the Company or the Board shall execute and deliver, and Xx. Xxxx and/or the Principal Shareholders (as the case may be) shall obtain from such Shareholder Nominee, an irrevocable written resignation from the Board binding in accordance with Section 141(b) of the DGCL and the Bylaws, conditioned and effective immediately upon the Principal Shareholders and their respective Affiliates ceasing to Beneficially Own shares of Company Common Stock representing at least 9.9% of the Total Voting Power. (g) From and after the Closing Date, if at any time the Principal Shareholders and their respective Affiliates do not Beneficially Own shares of Company Common Stock representing at least 9.9% of the Total Voting Power, and the Shareholder Nominee shall not have otherwise resigned in accordance with Section 4.1(f), then Xx. Xxxx and the Principal Shareholders shall use commercially reasonable efforts to cause the Shareholder Nominee to resign from or vacate the Board. In the event of a Shareholder Nominee resignation pursuant to Section 4.1(f) or this Section 4.1(g), the resulting vacancy shall be filled by a Director recommended by the Nominating and Governance Committee of the Board in accordance with the Company’s director-nominee criteria and qualifications specified in its Nominating Committee Charter, the Certificate of Incorporation, the Bylaws, and the Company’s corporate governance policies and procedures. (h) During the Effective Period, upon the death, resignation, retirement or removal from office of any Shareholder Nominee, or the failure of the Nominating and Governance Committee of the Board to nominate any Shareholder Nominee for election as a Director at any meeting of shareholders of the Company at which Directors are to be elected (including pursuant to a request by the Principal Shareholders pursuant to Section 4.1(e)), then (i) each committee of the Board shall not reduce the number of DirectorsCompany directorships to eliminate the vacancy created thereby, (ii) each board of directors of each subsidiary of the Company Principal Shareholders shall have the right to nominate a replacement Shareholder Nominee (who must satisfy the requirements set forth in Section 4.1(c)), and (iii) each committee (A) if such vacancy was caused by the death, resignation, retirement or removal from office of each such board, in each case only Shareholder Nominee prior to the extent permitted expiration of his or her term as a Director, the Board shall take such actions necessary to promptly elect such replacement Shareholder Nominee as a Director to fill such vacancy or (B) if such vacancy was caused by law. Until Purchaser acquires a majority the failure of the outstanding Shares on Nominating and Governance Committee of the Board to nominate such Shareholder Nominee for election as a fully diluted basisDirector at any meeting of shareholders at which such Shareholder Nominee’s term as a Director is set to expire (including pursuant to a request by the Principal Shareholders pursuant to Section 4.1(e)), the Company shall will use its commercially reasonable best efforts to ensure that all cause the members election of such replacement Shareholder Nominee as a Director of the Company in accordance with Section 4.1(d). (i) Without limiting any of the other provisions of Section 4.1, during the Effective Period, the Principal Shareholders shall have the right to nominate a replacement Shareholder Nominee, for a Shareholder Nominee nominated and elected in accordance with this Section 4.1 at the expiration or termination of such Shareholder Nominee’s term. Each such replacement Shareholder Nominee being nominated must satisfy the requirements set forth in Section 4.1(c), and the Company will use its commercially reasonable efforts to cause the election of such replacement Shareholder Nominee as a Director of the Company in accordance with Section 4.1(d). (j) Without limiting any of the other provisions of Section 4.1, during the Effective Period, in the event any Shareholder Nominee is required to submit his or her resignation to the Chairman of the Board of Directors for consideration by the Nominating and such boards and committees as Governance Committee of the date hereof who are not employees Board, or any notice of the Company shall remain members of resignation previously submitted to the Board by such Shareholder Nominee becomes effective, in either case as a result of Directors and such boards and committees. (b) The Company's obligations failing to appoint designees to its Board of Directors shall be subject to Section 14(f) of obtain the Exchange Act and Rule 14f-1 promulgated thereunder. The requisite Company shall promptly take all actions required shareholder votes for election as Director pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3. Parent or Purchaser will supply to the Company and be solely responsible for any information with respect to either provision of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Certificate of Incorporation or ByBylaws or pursuant to any Applicable Law, in each case concerning non-Laws plurality voting in the election of Directors, and, if required pursuant to such Certificate of Incorporation or Bylaw provision or Applicable Law, the Nominating and Governance Committee of the CompanyBoard makes a recommendation to the Board concerning the acceptance or rejection of such resignation and the Board decides to accept such Shareholder Nominee’s resignation, any termination then (i) the Board shall not reduce the number of this Agreement by Company directorships to eliminate the Companyvacancy created thereby, any extension by (ii) the Principal Shareholders shall have the right to nominate a replacement Shareholder Nominee (who must satisfy the requirements set forth in Section 4.1(c)), and (iii) the Board shall take such actions necessary to elect such replacement Shareholder Nominee as a Director to fill such vacancy. (k) The Company of the time shall enter into indemnification agreements and maintain Directors and Officers liability insurance for the performance benefit of any of the obligations or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by each Shareholder Nominee elected to the Board of Directors with respect to this Agreementall periods during which such Shareholder Nominee is a Director, will require only on terms, conditions and amounts as is reasonably prudent and customary for directors and officers of Delaware corporations listed on the concurrence of a majority Nasdaq Global Market and the business in which the Company and its Subsidiaries are engaged, and on the same terms and conditions as such indemnification and insurance is provided to the other members of the directors of Board, and shall use commercially reasonable efforts to cause such indemnification and insurance to be maintained in full force and effect. The Company shall provide such Shareholder Nominee with all benefits (including all fees and entitlements) on substantially the Company then in office who same terms and conditions as are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization provided to other members of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Timeperforming similar roles.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board Board of Directors of the Company of (i) each committee of the Board of DirectorsDirectors of the Company, (ii) each board of directors of each domestic subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basisEffective Time, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees of the Company as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committeesof the Company. (b) The Company's obligations to appoint Purchaser's designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3. Parent or Purchaser will supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, amendment (or waiver recommendation thereof) by the Board of any term or condition, Directors of the Company of this Agreement or the Certificate of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreementof the Company hereunder, will require only the concurrence of a majority of the directors of the Company then in office who are neither not designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective TimePurchaser.

Company Board Representation. Section 14(f). (a) Promptly Subject to compliance ------------------------------------------- with Delaware Law, the Company's Certificate of Incorporation and other applicable law, promptly upon the purchase payment by Purchaser Merger Co. for shares of Shares Company Common Stock purchased pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such timeupon request of Parent, promptly use its best efforts to take all action actions necessary to cause Purchasera majority of the directors of the Company to consist of Parent's designees to be so electeddesignees, including either by accepting the resignations of those incumbent directors designated by the Company or increasing the size of the Board of Directors or securing the resignations of incumbent directors or bothand causing Parent's designees to be elected. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to The date on which Parent's designees constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires at least a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Company's Board of Directors and such boards and committees is herein referred to as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees"Control Date." ------------ (b) The Company's obligations to appoint Parent's designees to its the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, if applicable. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 Section, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders 14D-9[/A] such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will Merger Co. shall supply to the Company and be solely responsible for any information with respect to either of them and their nomineesdesignees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of Parent pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate of Incorporation or By-Laws Bylaws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser Parent or Merger Co. or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will hereunder shall require only the concurrence of a majority of the directors of the Company then in office who are (i) neither were designated by Purchaser Parent nor are employees of the Company or any of its Subsidiaries or, if there be just one such director, the concurrence of such director or (ii) were a member of the Special Committee (the "Disinterested Independent Directors") and ). If the --------------------- number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Director shall designate a person to fill such concurrence vacancy who shall constitute be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the authorization of the Board of Directors other directors shall designate two persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its Subsidiaries, or officers or affiliates of Parent or any of its Subsidiaries, and no other action by the Company, including any action by any other director of the Company, such persons shall be required deemed to be Independent Directors for purposes of this Agreement. The number of Disinterested Independent Directors shall have the authority to retain such counsel and other advisors at the expense of the Company as are reasonably appropriate to the exercise of their duties in connection with this Agreement, subject to approval by the Company of the terms of such retention, which approval shall not be not less than twounreasonably withheld. Any person who is a director In addition, the Independent Directors shall have the authority to institute any action, on behalf of the date Company, to enforce performance of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, Offer and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as shall give Purchaser representation on the Company Board of Directors equal to the product of the total number of directors on such the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected or appointed as directors of the Company, including either increasing the size of the Company Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Company Board of (i) each committee of the Board of DirectorsCompany Board, (ii) each board of directors of each subsidiary of the Company Subsidiary and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority applicable Law and the rules of the outstanding Shares on a fully diluted basisAmerican Stock Exchange. Notwithstanding the foregoing, until the Effective Time, the Company shall use its reasonable best efforts to ensure that all the at least three members of the Company Board and each committee of Directors and such boards and committees the Company Board, as of the date hereof hereof, who are not employees of the Company shall remain members of the Company Board and of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in order promulgated thereunder to fulfill its obligations under this Section 6.3 6.03, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will shall supply to the Company Company, and be solely responsible for for, any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of Purchaser pursuant to this Section 6.3 and 6.03, prior to the Effective Time, any amendment, or waiver of any term or condition, (i) amendment of this Agreement or the Certificate of Incorporation or By-Laws laws of the CompanyCompany or any Subsidiary, any (ii) termination of this Agreement by the Company, any (iii) extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser Parent or Purchaser, (iv) recommendation to the Company stockholders or any modification or withdrawal of any such recommendation in connection with this Agreement or the Transactions or (v) waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreementin each case, will shall require only the concurrence of a majority of the directors of the Company then in office who are neither were designated by Purchaser nor are employees of the Company (or any Subsidiary. In the "Disinterested Directors") and such concurrence shall constitute event that the authorization of the Board of Directors independent directors of the Company and no other action by Board deem it advisable in connection with the CompanyTransactions to retain outside legal counsel, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, such directors shall be entitled to receive all payments retain such counsel (not to exceed two outside law firms) at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as reasonable expense of the Effective TimeCompany.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser the Merger Sub of Shares pursuant to the Offer, and from time to time thereafter, Purchaser the Merger Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as shall give Purchaser the Merger Sub representation on the Company Board of Directors equal to the product of the total number of directors on such the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser the Merger Sub or any affiliate of Purchaser the Merger Sub following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaserthe Merger Sub's designees to be so electedelected as directors of the Company, including either increasing the size of the Company Board of Directors or securing the resignations of incumbent directors or both, provided that the number of directors constituting the Company Board shall be no less than five. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser the Merger Sub to constitute the same percentage as is on the board Company's Board of (i) each committee of the Board of DirectorsCompany Board, (ii) each board of directors of each subsidiary of the Company Subsidiary and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser acquires Notwithstanding the foregoing, in the event that Merger Sub's designees are elected to the Company Board, until the Effective Time, the Company Board shall have at least two directors who are directors on the date hereof (the "Independent Directors"); provided that, in such events, if the number of Independent Directors shall be reduced below two for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Director then remains, the other directors shall designate two persons to fill such vacancies who shall not be shareholders, affiliates or associates of Merger Sub and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Merger Sub's designees are elected to the Company Board, after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time, the affirmative vote of a majority of the outstanding Shares on a fully diluted basisIndependent Directors shall be required to (a) amend or terminate this Agreement by the Company, (b) extend the Company shall use its reasonable best efforts to ensure that all the members time for performance of Ferrotec's or Merger Sub's obligations hereunder, or (c) exercise or waive any of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committeesCompany's rights, benefits or remedies hereunder. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.3 6.12 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will Ferrotec and the Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following The Company further agrees and acknowledges that the current staggered Company Board and the agreement that the Company maintain such Board under its charter documents, shall not prevent the Company from causing the election or appointment of Purchaser's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Certificate of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will require only the concurrence number of a majority of the directors of the Company then Merger Sub provided in office who are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time6.12.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate Affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of as persons designated by Purchaser to constitute the Company and (iii) each committee of each such board, in each case only Board to the extent permitted by applicable law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.3 6.03 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of Purchaser pursuant to this Section 6.3 and 6.03, prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate of Incorporation or By-Laws laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will hereunder shall require only the concurrence of a majority of the directors of the Company then in office who are neither were designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.34 27

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares shares of Common Stock pursuant to the Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall will give Purchaser Parent representation on the Company Board of Directors equal to the product of (i) the total number of directors on such the Company Board and (giving effect to the directors elected pursuant to this sentenceii) multiplied by the percentage that the aggregate number of Shares beneficially owned shares of Common Stock purchased by Purchaser or any affiliate of Purchaser Parent bears to the total number of Shares shares of Common Stock then outstandingoutstanding (the "Percentage"), and the Company shall, at such timeupon request by Parent, promptly take all action increase the size of the Company Board and/or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable the Parent's designees to be elected to the Company Board and shall cause Purchaserthe Parent's designees to be so elected; provided, including either increasing however, that until the size of Effective Time, the Company Board of Directors shall have at least one member who is not designated by Parent or securing the resignations of incumbent directors or bothPurchaser. At such timesthe request of Parent, the Company will use its reasonable best efforts to cause persons such individuals designated by Purchaser Parent to constitute the same percentage as is on the board Percentage of (i) each committee of the Board of DirectorsCompany Board, (ii) each the board of directors of each subsidiary of the Company Subsidiary and (iii) each committee of each such board, in each case only to the extent permitted by lawSubsidiary's board of directors. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its the Company Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3. Parent or Purchaser will supply to the Company in writing, and be solely responsible for for, any information with respect to either of them itself and their its nominees, officers, directors and affiliates that is required by Section 14(f) and Rule 14f-1. (cb) Following the election or appointment of PurchaserParent's designees pursuant to this Section 6.3 6.4 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Certificate of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will require only the concurrence approval of a majority of the directors of the Company then in office who are neither not designated by Purchaser nor are employees Parent shall be required to authorize any permitted termination of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action this Agreement by the Company, including any amendment of this Agreement requiring action by the Company Board, any extension of time for the performance of any of the obligations or other director acts of Parent or Purchaser, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, Offer and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares and Series B Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstandingoutstanding on an "as-converted" basis, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors Board, if necessary, or securing Director resignations (the moment of such election being the "Appointment Time"). Prior to the date hereof the Company has obtained the conditional resignations of all but two of the incumbent directors or bothof the Company, which conditional resignations shall automatically become effective at the Appointment Time. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Board of (i) each committee of the Board of DirectorsBoard, (ii) each board of directors of each subsidiary of the Company Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by lawapplicable Law. Until Purchaser acquires a majority Notwithstanding the foregoing, in the event that Purchaser's designees are so elected to the Board, until the Effective Time, such Board shall have at least two directors who are directors of Company on the outstanding Shares on a fully diluted basisdate of this Agreement and who are not officers or employees of Company (the "Continuing Directors") and, provided further that, in such event, if the number of Continuing Directors shall be reduced below two for any reason whatsoever, the remaining Continuing Director shall designate a person to fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement or, if no Continuing Directors then remain, the other directors of Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of on the date hereof shall designate two persons to fill such vacancies who are shall not be officers or employees of the Company shall remain members Company, or officers or affiliates of the Board of Directors Purchaser, and such boards and committeespersons shall be deemed to be Continuing Directors for purposes of this Agreement. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in order promulgated thereunder to fulfill its obligations under this Section 6.3 7.03, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will shall supply to the Company Company, and be solely responsible for for, any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of Purchaser pursuant to this Section 6.3 and 7.03, prior to the Effective Time, any amendment, the affirmative vote of at least one Continuing Director shall be required for the Company to (i) amend or waiver of any term or condition, of terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (ii) amend the Restated Certificate of Incorporation or By-Laws laws of the Company, any termination of this Agreement by Company in a manner that is reasonably likely to adversely affect the Company, any extension by the Company interests of the time for the performance of any holders of the obligations Shares or the Series B Shares (other acts of Purchaser or waiver or assertion of than Parent and its affiliates), (iii) waive any of the Company's rights rights, benefits or remedies hereunder, (iv) extend the time for performance of Parent's and Purchaser's respective obligations hereunder, or (v) approve any other consent or action by the Board of Directors with respect to this Agreement, will require only the concurrence of a majority of the directors of the Company then in office who are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director Company which is reasonably likely to adversely affect the interests of the Companyholders of the Shares or the Series B Shares (other than Parent and its affiliates); provided, however, the Company and the Subsidiaries shall not be required considered affiliates of Parent for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on Section 7.03(c)), with respect to the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective TimeTransactions.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of 50% plus one Share of the outstanding Shares (including Shares purchased pursuant to the Offer, and from time to time thereafter), Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Board of (i) each committee of the Board of DirectorsBoard, (ii) each board of directors of each subsidiary of the Company Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser acquires a majority Notwithstanding the foregoing, until the Effective Time, at the request of the outstanding Shares on a fully diluted basisCRI, the Company shall use its reasonable best efforts to ensure that all the at least two members of the Board and each committee of Directors the Board and such boards and committees of the Subsidiaries, as of the date hereof hereof, who are not employees of the Company shall remain members of the Board and of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in order promulgated thereunder to fulfill its obligations under this Section 6.3 7.03, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent CRI, Holdings or Purchaser will shall supply to the Company Company, and be solely responsible for for, any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of Purchaser pursuant to this Section 6.3 and 7.03, prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate of Incorporation or By-Laws laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser CRI, Holdings or Purchaser, or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will shall require only the concurrence of a majority of the directors of the Company then in office who are neither were designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of or any Subsidiary, and, if serving on the Board of Directors of currently, were disinterested directors in connection with the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes Board's consideration of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section SECTION 14(f). (a) Promptly upon the purchase by Purchaser of Shares shares of Common Stock pursuant to the Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall will give Purchaser Parent representation on the Company Board of Directors equal to the product of (i) the total number of directors on such the Company Board and (giving effect to the directors elected pursuant to this sentenceii) multiplied by the percentage that the aggregate number of Shares beneficially shares of Common Stock owned by Purchaser or any affiliate of Purchaser Parent bears to the total number of Shares shares of Common Stock then outstandingoutstanding (the "Percentage"), and the Company shall, at such timeupon request by Parent, promptly take all action increase the size of the Company Board and/or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable the Parent's designees to be elected to the Company Board and shall cause Purchaserthe Parent's designees to be so elected; provided, including either increasing however, that until the size of Effective Time, the Company Board of Directors shall have at least one member who is not designated by Parent or securing the resignations of incumbent directors or bothPurchaser. At such timesthe request of Parent, the Company will use its reasonable best efforts to cause persons such individuals designated by Purchaser Parent to constitute the same percentage as is on the board Percentage of (i) each committee of the Board of DirectorsCompany Board, (ii) each the board of directors of each subsidiary of the Company Subsidiary and (iii) each committee of each such board, in each case only to the extent permitted by lawSubsidiary's board of directors. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to its the Company Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3. Parent or Purchaser will supply to the Company in writing, and be solely responsible for for, any information with respect to either of them itself and their its nominees, officers, directors and affiliates that is required by Section 14(f) and Rule 14f-1. (cb) Following the election or appointment of PurchaserParent's designees pursuant to this Section 6.3 SECTION 6.4 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Certificate of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will require only the concurrence approval of a majority of the directors of the Company then in office who are neither not designated by Purchaser nor are employees Parent shall be required to authorize any permitted termination of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action this Agreement by the Company, including any amendment of this Agreement requiring action by the Company Board, any extension of time for the performance of any of the obligations or other director acts of Parent or Purchaser, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly upon On the purchase by Purchaser of Shares pursuant to the OfferClosing Date, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of increase the total number of directors on Directors constituting the Board and enlarge by one Director the class of Directors whose terms expire in 2010, and shall promptly elect Mx. Xxxx Cxxxx Yxx, Xxx (such Board (giving effect to individual and any replacement or substitute individual that may be nominated by the directors elected Principal Shareholders pursuant to this sentenceSection 4.1, the “Shareholder Nominee”) multiplied as a Director to fill the vacancy created by such increase. To the extent nominations are to be made or instructions are to be provided by the percentage that Principal Shareholders under this Agreement, the aggregate number of Shares beneficially owned by Purchaser Principal Shareholders agree to provide such nominations or any affiliate of Purchaser bears instructions jointly. In addition to the foregoing, the Board shall also increase the total number of Shares Directors by such number as required under the Special Security Agreement, with such additional vacancies reserved for the Outside Directors to be selected in accordance with and pursuant to the terms of the Special Security Agreement; provided, however, that upon the time that the Special Security Agreement is terminated or is no longer in effect, the Board shall decrease the total number of Directors by the same number and remove the Outside Directors from the Board. (b) During the Effective Period, the Principal Shareholders shall have the right to nominate one Shareholder Nominee, unless one Shareholder Nominee is then outstandingserving in a class of Directors whose term is not expiring at the upcoming annual meeting of shareholders, and the Board shall elect such Shareholder Nominee as a Director (to the extent that no Shareholder Nominee is then serving as a Director) until the next annual meeting of shareholders, and shall nominate and recommend to the Company’s shareholders such Shareholder Nominee for election as a Director of the Company shall, at such time, promptly take next annual meeting of shareholders. (c) Each Shareholder Nominee nominated pursuant to this Section 4.1 must at all action necessary times be reasonably acceptable to cause Purchaser's designees to be so elected, including either increasing the size Nominating and Governance Committee of the Board in accordance with the Company’s director-nominee criteria and qualifications specified in its Nominating Committee Charter, the Certificate of Incorporation, the Bylaws, and the Company’s corporate governance policies and procedures (to the same extent such requirements are applicable to all Directors). The approval of the Nominating and Governance Committee of the Board shall not be unreasonably withheld or delayed, and the Nominating and Governance Committee of the Board shall at all times exercise its approval rights equitably among all Board nominees and in the best interests of the Company and in accordance with its members’ fiduciary duties as Directors. It is acknowledged and agreed that Mx. Xxxx Cxxxx Yxx, Xxx, has been determined to be acceptable to the Nominating and Governance Committee of the Board. (d) During the Effective Period, with respect to each Shareholder Nominee nominated for election at any meeting of the Company’s shareholders at which Directors or securing are to be elected who satisfies the resignations of incumbent directors or both. At such timesrequirements set forth in Section 4.1(c), the Company will use its commercially reasonable best efforts to cause persons designated the election of such Shareholder Nominee as a Director of the Company by Purchaser including his or her name in any proxy materials prepared by or on behalf of the Company and recommending that the shareholders of the Company vote to constitute elect such Shareholder Nominee as a Director of the Company. The Company acknowledges and agrees that it will use, at a minimum, such efforts to the same percentage extent and degree as is on the board efforts the Company uses to nominate and recommend for election other Board nominees as Directors; provided, however, nothing in this Section 4.1(d) shall require the Company to adjourn or postpone any meeting of shareholders at which Directors are to be elected or take extraordinary solicitation or recommendation efforts if such actions are not similarly taken with regard to the other Board nominees for election to the Board, including that the Company will not be obligated to pay any costs associated with such extraordinary efforts (other than any costs the Company pays with respect to other Board nominees) with regard to the election of such Shareholder Nominee as a Director. (e) During the Effective Period the Principal Shareholders shall have the right, upon written notice delivered to the Company, to request that the Nominating and Governance Committee of the Board refrain from nominating the Shareholder Nominee for election as a Director at the next meeting of the shareholders of the Company at which the Directors in the class of Directors in which the Shareholder Nominee currently sits are to be elected. Upon the receipt of such notice, the Nominating and Governance Committee of the Board shall refrain from nominating such Shareholder Nominee for election as a Director at such meeting, and Principal Shareholders shall have the right to nominate a replacement Shareholder Nominee for election at such meeting, in accordance with and subject to the provisions of Section 4.1(h). (f) Any Shareholder Nominee elected by the shareholders of the Company or the Board shall execute and deliver, and Mx. Xxxx and/or the Principal Shareholders (as the case may be) shall obtain from such Shareholder Nominee, an irrevocable written resignation from the Board binding in accordance with Section 141(b) of the DGCL and the Bylaws, conditioned and effective immediately upon the Principal Shareholders and their respective Affiliates ceasing to Beneficially Own shares of Company Common Stock representing at least 9.9% of the Total Voting Power. (g) From and after the Closing Date, if at any time the Principal Shareholders and their respective Affiliates do not Beneficially Own shares of Company Common Stock representing at least 9.9% of the Total Voting Power, and the Shareholder Nominee shall not have otherwise resigned in accordance with Section 4.1(f), then Mx. Xxxx and the Principal Shareholders shall use commercially reasonable efforts to cause the Shareholder Nominee to resign from or vacate the Board. In the event of a Shareholder Nominee resignation pursuant to Section 4.1(f) or this Section 4.1(g), the resulting vacancy shall be filled by a Director recommended by the Nominating and Governance Committee of the Board in accordance with the Company’s director-nominee criteria and qualifications specified in its Nominating Committee Charter, the Certificate of Incorporation, the Bylaws, and the Company’s corporate governance policies and procedures. (h) During the Effective Period, upon the death, resignation, retirement or removal from office of any Shareholder Nominee, or the failure of the Nominating and Governance Committee of the Board to nominate any Shareholder Nominee for election as a Director at any meeting of shareholders of the Company at which Directors are to be elected (including pursuant to a request by the Principal Shareholders pursuant to Section 4.1(e)), then (i) each committee of the Board shall not reduce the number of DirectorsCompany directorships to eliminate the vacancy created thereby, (ii) each board of directors of each subsidiary of the Company Principal Shareholders shall have the right to nominate a replacement Shareholder Nominee (who must satisfy the requirements set forth in Section 4.1(c)), and (iii) each committee (A) if such vacancy was caused by the death, resignation, retirement or removal from office of each such board, in each case only Shareholder Nominee prior to the extent permitted expiration of his or her term as a Director, the Board shall take such actions necessary to promptly elect such replacement Shareholder Nominee as a Director to fill such vacancy or (B) if such vacancy was caused by law. Until Purchaser acquires a majority the failure of the outstanding Shares on Nominating and Governance Committee of the Board to nominate such Shareholder Nominee for election as a fully diluted basisDirector at any meeting of shareholders at which such Shareholder Nominee’s term as a Director is set to expire (including pursuant to a request by the Principal Shareholders pursuant to Section 4.1(e)), the Company shall will use its commercially reasonable best efforts to ensure that all cause the members election of such replacement Shareholder Nominee as a Director of the Company in accordance with Section 4.1(d). (i) Without limiting any of the other provisions of Section 4.1, during the Effective Period, the Principal Shareholders shall have the right to nominate a replacement Shareholder Nominee, for a Shareholder Nominee nominated and elected in accordance with this Section 4.1 at the expiration or termination of such Shareholder Nominee’s term. Each such replacement Shareholder Nominee being nominated must satisfy the requirements set forth in Section 4.1(c), and the Company will use its commercially reasonable efforts to cause the election of such replacement Shareholder Nominee as a Director of the Company in accordance with Section 4.1(d). (j) Without limiting any of the other provisions of Section 4.1, during the Effective Period, in the event any Shareholder Nominee is required to submit his or her resignation to the Chairman of the Board of Directors for consideration by the Nominating and such boards and committees as Governance Committee of the date hereof who are not employees Board, or any notice of the Company shall remain members of resignation previously submitted to the Board by such Shareholder Nominee becomes effective, in either case as a result of Directors and such boards and committees. (b) The Company's obligations failing to appoint designees to its Board of Directors shall be subject to Section 14(f) of obtain the Exchange Act and Rule 14f-1 promulgated thereunder. The requisite Company shall promptly take all actions required shareholder votes for election as Director pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3. Parent or Purchaser will supply to the Company and be solely responsible for any information with respect to either provision of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Certificate of Incorporation or ByBylaws or pursuant to any Applicable Law, in each case concerning non-Laws plurality voting in the election of Directors, and, if required pursuant to such Certificate of Incorporation or Bylaw provision or Applicable Law, the Nominating and Governance Committee of the CompanyBoard makes a recommendation to the Board concerning the acceptance or rejection of such resignation and the Board decides to accept such Shareholder Nominee’s resignation, any termination then (i) the Board shall not reduce the number of this Agreement by Company directorships to eliminate the Companyvacancy created thereby, any extension by (ii) the Principal Shareholders shall have the right to nominate a replacement Shareholder Nominee (who must satisfy the requirements set forth in Section 4.1(c)), and (iii) the Board shall take such actions necessary to elect such replacement Shareholder Nominee as a Director to fill such vacancy. (k) The Company of the time shall enter into indemnification agreements and maintain Directors and Officers liability insurance for the performance benefit of any of the obligations or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by each Shareholder Nominee elected to the Board of Directors with respect to this Agreementall periods during which such Shareholder Nominee is a Director, will require only on terms, conditions and amounts as is reasonably prudent and customary for directors and officers of Delaware corporations listed on the concurrence of a majority Nasdaq Global Market and the business in which the Company and its Subsidiaries are engaged, and on the same terms and conditions as such indemnification and insurance is provided to the other members of the directors of Board, and shall use commercially reasonable efforts to cause such indemnification and insurance to be maintained in full force and effect. The Company shall provide such Shareholder Nominee with all benefits (including all fees and entitlements) on substantially the Company then in office who same terms and conditions as are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization provided to other members of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Timeperforming similar roles.

Company Board Representation. Section 14(f). (ai) Promptly Subject to compliance with Applicable Law, upon the purchase by Purchaser of Shares pursuant to the Offer, Acceptance Date and from time to time thereafter, Purchaser Merger Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as shall give Purchaser Merger Sub representation on the Company Board of Directors equal to the product of (x) the total number of directors on such the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage ratio that the aggregate number of Shares shares of Company Common Stock beneficially owned collectively by Purchaser or Parent, Merger Sub and any affiliate of Purchaser their affiliates following such acceptance for purchase bears to the total number of Shares shares of Company Common Stock then outstanding, and the Company shall, at such timethe Acceptance Date and thereafter upon Parent’s request, promptly take all action actions reasonably necessary to cause Purchaser's Merger Sub’s designees to be so electedelected as directors of the Company on the Acceptance Date or as soon as reasonably practicable thereafter, including either including, at Parent’s election, by increasing the size of the Company Board of Directors or securing seeking and accepting the resignations of incumbent directors directors, or both. At such times, the Company will use its reasonable best efforts to shall cause persons designated by Purchaser Merger Sub to constitute the same percentage (rounded up, if necessary) as is on persons designated by Merger Sub constitute of the board Company Board of (i) each committee of the Board of DirectorsCompany Board, (ii) each the board of directors of each Company subsidiary of the Company and (iii) each committee of each such subsidiary board, in each case only to . Following the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basisAcceptance Date, the Company shall use its reasonable best efforts take all necessary action to ensure avail itself of exemptions afforded to “controlled companies” under NYSE MKT rules. The provisions of this Section 6.3(b) are in addition to, and shall not limit, any right that all Merger Sub, Parent or any affiliate of Merger Sub or Parent may have (with respect to the members election of the Board directors or otherwise) under Applicable Law as a holder or beneficial owner of Directors and such boards and committees as shares of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committeesCommon Stock. (bii) The Company's Company shall promptly take all actions required to fulfill its obligations to appoint designees to its Board of Directors shall be subject under this Section 6.3(b), including all such actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 , and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. Parent or Purchaser will Merger Sub shall supply to the Company Company, and be solely responsible for for, any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (ciii) Notwithstanding anything in this Agreement to the contrary, in the event that Merger Sub’s designees are elected or designated to the Company Board, then until the Effective Time, the Company and Parent shall use their reasonable best efforts to cause the Company Board to have at least two (2) directors who are directors on the date of this Agreement and who are independent directors for purposes of the continued listing requirements of the NYSE MKT Marketplace Rules (such directors, the “Independent Directors”), provided, that, if any Independent Director is unable to serve due to death or disability or any other reason, the remaining Independent Director shall be entitled to elect or designate another individual who serves as a director on the date of this Agreement (provided that no such individual is an employee of the Company or any of the Company subsidiaries) to fill the vacancy, and such director shall be deemed to be an Independent Director for purposes of this Agreement. If no Independent Director then remains, the other directors shall designate two (2) individuals, provided, that such individuals shall not be employees, officers, directors or affiliates of the Company, Parent or Merger Sub (or, in the event that there shall be less than two (2) directors available to fill the vacancies as a result of such individuals’ deaths, disabilities or refusals to serve, such smaller number of individuals who are directors on the date of this Agreement) to fill the vacancies and such directors shall be deemed Independent Directors for purposes of this Agreement. Following the election or appointment of Purchaser's designees pursuant to this Section 6.3 Acceptance Date and prior to the Effective Time, any amendment, Time or waiver of any term or condition, of this Agreement or the Certificate of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, the approval of a majority of the Independent Directors shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any amendment or termination of this Agreement on behalf of the Company, any extension by the Company of the time for the performance of any of the obligations of Parent or other acts Merger Sub under this Agreement, any waiver of Purchaser or waiver or assertion of compliance with any of the agreements of Parent or Merger Sub or conditions contained herein for the benefit of the Company any amendment of the Certificate of Incorporation or Bylaws of the Company's rights hereunder, any action that would prevent or materially delay the consummation of the Merger, and any other consent or action by the Board of Directors determination with respect to this Agreement, will require only the concurrence of a majority of the directors any action to be taken or not taken by or on behalf of the Company then in office who are neither designated by Purchaser nor are employees or the Company Board relating to this Agreement or the Transactions if such action would materially and adversely affect, or would reasonably be expected to materially and adversely affect, the holders of shares of the Company’s Common Stock (other than Parent or Purchaser). The Independent Directors shall have the authority to retain counsel (which may include current counsel to the Company) at the expense of the Company for the purpose of fulfilling their obligations hereunder, and shall have the authority, after the Acceptance Date, to institute any action on behalf of the Company to enforce the performance of this Agreement in accordance with its terms (the "Disinterested Directors") and such concurrence authorization for such an action shall constitute the authorization of the Company Board of Directors of the Company and no other action by on the part of the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time authorize such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Timeaction).

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, Offer and from time to time thereafter, Purchaser the Board shall be entitled to designate up consist of two directors designated by the Board prior to such number purchase of directorsShares, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of three directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned designated by Purchaser (who may be employees of Parent or any affiliate of Purchaser bears to the total number of Shares then outstandingan Affiliate) and four independent directors, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees and new independent directors, if any, to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser and new independent directors, if any, to constitute the same percentage as is on persons designated by Purchaser and new independent directors, if any, shall constitute of the board Board of (i) each committee of the Board of DirectorsBoard, (ii) each board of directors of each subsidiary of the Company domestic Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Notwithstanding the foregoing, until the earlier of (i) the time Purchaser acquires a majority two-thirds of the voting power of the then-outstanding Shares on a fully 27 diluted basisbasis and (ii) the Effective Time, the Company shall use its reasonable best efforts not take any action to ensure that all the members induce any member of the Board of Directors and such boards and committees Board, as of the date hereof hereof, who are not employees of the Company shall remain members of to resign from the Board of Directors and such boards and committeesBoard. (b) The Company's obligations to appoint designees to its Board of Directors To the extent applicable, the Company shall be subject promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order thereunder to fulfill its obligations under this Section 6.3 6.03, and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3such obligations. To the extent applicable, Parent or Purchaser will shall supply to the Company Company, and be solely responsible for for, any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of Purchaser pursuant to this Section 6.3 and 6.03, prior to the Effective Time, any amendment, or waiver of any term or condition, amendment of this Agreement or the Certificate certificate of Incorporation incorporation or Byby-Laws laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser Parent or Purchaser, or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will shall require only the concurrence of a majority of the directors of the Company then in office who are neither were designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly Immediately upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser (including Shares as to which any such person has the right to vote or direct the voting) bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing by securing the size resignations of incumbent directors. Purchaser shall determine for the approval of the Board of Directors the classes into which such directors are placed, so long as such placement does not violate or securing conflict with the resignations Company's Certificate of incumbent directors Incorporation or bothBy-laws or the NYBCL and the Company shall cause Purchaser's designees to be so placed. At such times, the The Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority law and the rules of the outstanding Shares on a fully diluted basis, NYSE to the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committeesextent applicable. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 14f- 1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders shareholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.3. Parent or Purchaser will supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Certificate of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors with respect to this Agreement, will require only the concurrence of a majority of the directors of the Company then in office who are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.under