Common use of Determinations and Actions by the Board of Directors, etc Clause in Contracts

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof and, where specifically provided for herein, the concurrence of a majority of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of a majority of the Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of a majority of the Continuing Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Rights, as such, and all other parties parties, and (y) not subject the Board of Directors of (or the Company, or any of the directors on the Board of Directors of the Company, Continuing Directors) to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Rights Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Except as otherwise provided for herein, the Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company Board, or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the AgreementRights Agreement in accordance with Section 27 hereof). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent's own rights, duties, obligations or immunities under this Rights Agreement), the holders of the Rights Certificates and all other parties and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Company's Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, a Supermajority Vote and the approval of Independent Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, a Supermajority Vote and the approval of Directors of the Company Independent Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board (with, where specifically provided for herein, a Supermajority Vote and the approval of Directors of the Company Independent Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and (y) not subject the Board of or the Independent Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any ; provided, however, that from and after the first Stock Acquisition Date, all references in this Section 29 to the Board of Directors shall be deemed to refer to a majority of the rights or immunities of the Rights Agent under this Agreement, all Continuing Directors. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Rights Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Except as otherwise provided for herein, the Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company Board, or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the AgreementRights Agreement in accordance with Section 27 hereof). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Rights Agreement), the holders of the Rights Certificates and all other parties and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Company’s Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Company Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Company Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date hereof. Except as otherwise specifically provided herein, and subject to paragraph (b) of this Agreement) under Section 28, the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, limitation the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors or by a majority of the Company Continuing Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, Company or any member thereof to any liability to the holders of the directors on Rights. (b) Notwithstanding anything to the contrary contained in this Agreement, the concurrence of a majority of the Continuing Directors then in office shall be required to give effect to any action, calculation, interpretation or determination made by the Board of Directors of the Company in the administration of this Agreement and the exercise of the rights or powers granted to the Board of Directors of the Company, to any liability the Continuing Directors or to the holders of the Rights. Without limiting the foregoing, nothing contained herein Company pursuant to this Agreement and no effect shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect given to any Qualifying Offer such action, calculation, interpretation, determination or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of rights or powers unless at least two Continuing Directors of the Company acted are then in good faith and shall be fully protected and incur no liability in reliance thereonoffice.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (under the Exchange Act as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, Company to any liability to the holders of the Rights. Without limiting . (b) It is understood that the foregoing, nothing contained herein shall be construed to suggest or imply that Independent Directors Committee (as defined below) of the Board of Directors of the Company shall not review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be entitled to reject any Qualifying Offer or in the interests of the Company, its shareholders and any other tender offer or other acquisition proposalrelevant constituencies of the Company, at least every year, or sooner than that if any Person shall have made a proposal to recommend that holders the Company, or taken any such other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of Common Shares the members of the Independent Directors Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the Independent Directors Committee will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the rights should be redeemed. The Independent Directors Committee shall be comprised of the directors of the Company reject who are independent of the management of the Company and free from any Qualifying Offer relationship that, in the opinion of its Board of Directors, would interfere with the exercise of independent judgment as a member of the Independent Director Committee provided that any director who is an Affiliate of the Company or any other tender offer officer or other acquisition proposalemployee of the Company or its subsidiaries shall not qualify for membership in the Independent Director Committee; provided, or to take any other action (includinghowever, without limitation, that a director who was formerly an officer of the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer Company or any other tender offer of its subsidiaries may qualify for membership even though he or other acquisition proposal that she may be receiving pension or deferred compensation payments from the Company if, in the opinion of the Board of Directors Directors, such person will exercise independent judgment and will materially assist the function of the Independent Director Committee; provided, however, that a majority of the Independent Director Committee shall, at all times, consist of directors who were not formerly officers of the Company determines in good faith is necessary or appropriate in the exercise any of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonsubsidiaries.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of a majority of the members of the Board of Directors of the Company) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of a majority of the members of the Board of Directors of the Company) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of a majority of the members of the Board of Directors of the Company) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, Company to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Company’s Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence provisions of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) under the Exchange ActGeneral Rules. The Board of Directors of the Company Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of Board, or the Company or to the CompanyCorporation, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes purpose of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (xi) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights Right Certificates and all other parties and (yii) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoingRight Certificates. (b) For purposes of this Agreement, nothing contained herein shall any determination to be construed to suggest or imply that made by the Board of Directors of the Company shall not Corporation may be entitled by a duly constituted committee thereof if so authorized to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that act by the Board of Directors of pursuant to the Company determines Corporation's Regulations, and in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always such circumstances any reference to assume the Board of Directors of the Company acted in good faith and herein shall be fully protected and incur no liability in reliance thereondeemed to include a reference to such committee.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors or the Outside Directors) shall have the exclusive power power, authority and authority discretion to administer this Agreement and to exercise all rights and powers specifically granted to the such Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors or the Outside Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights or Rights, to amend the AgreementAgreement or to find or to announce publicly that any Person has become an Acquiring Person). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause clauses (yi) and (iii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith (with, where specifically provided for herein, the concurrence of the Continuing Directors or the Outside Directors), the Outside Directors or the Company (i) shall be within the discretion of the Board of Directors (xwith, where specifically provided for herein, the concurrence of the Continuing Directors or the Outside Directors), (ii) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties parties, and (yiii) shall not subject the Board of Directors of the Company, the Continuing Directors or any of the directors on the Board of Outside Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation Rights and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonRight Certificates.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i(a) (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement)Rights Agreement and a determination of whether there is an Acquiring Person. Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein The Rights Agent shall always be construed entitled to suggest or imply assume that the Company's Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon. (b) It is understood that the TIDE Committee (as defined below) of the Board of Directors shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interests of the Company, its shareholders and any other relevant constituencies of the Company, at least every three years, or sooner if any Person shall have made a proposal to the Company, or taken any other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the TIDE Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the TIDE Committee will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemed. The TIDE Committee shall be comprised of the members of the Nominating and Governance Committee of the Board, composed of Directors of the Company who are not officers, employees or Affiliates of the Company.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, a majority of the members of the Board of Directors then in office) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company (or, where specifically provided for herein, a majority of the members of the Board of Directors of the Company or to the Companythen in office), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board (or, where specifically provided for herein, by a majority of the members of the Board of Directors of the Company then in office) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board members of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the General Rules and Regulations under the Exchange Act as in effect on as of the date of this Agreement) under the Exchange Acthereof. The Board of Directors of the Company (and, where specifically provided for herein, the Disinterested Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of Board, or the Company or to (or, where specifically provided for herein, the CompanyDisinterested Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, where specifically provided for herein, by the Company Disinterested Directors) in good faith (provided that the decision to redeem the rights shall be in the sole discretion of the Board or where specifically provided for herein, by the Disinterested Directors), shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties parties, and (y) not subject the Board of or the Disinterested Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonCertificates.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the Voting Power or the number of shares of each class of Common Shares or of any other class of capital stock Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power Voting Power or such outstanding shares of Common Shares Voting Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and Agreement, (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any ) and (iii) calculate from time to time the Voting Power and the relative voting power of the rights or immunities Marathon Stock and the Steel Stock, in accordance with the Company's Restated Certificate of the Rights Agent under this Agreement, all Incorporation. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties Persons, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting Nothing contained in this Agreement shall be deemed to be in derogation of the foregoing, nothing contained herein obligation of the Board of Directors to exercise its fiduciary duty or shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposalOffer, or to recommend that holders of Common Shares shares of the Company Voting Stock reject any Qualifying Offer or any other tender offer or other acquisition proposalOffer, or to take any other action (including, without limitation, the commencementcommencing, prosecutionprosecuting, defense defending or settlement settling any litigation, recommending that stockholders tender into any other offer, taking any action permitted under any applicable state laws or proposing or engaging, at any time, in any acquisition, disposition or other transfer of any litigation and securities of the submission of additional Company, any merger or alternative offers consolidation involving the Company, any sale or other proposalstransfer of assets of the Company, any recapitalization, liquidation, dissolution or winding up of the Company, or any other business combination or other transaction) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith believes is necessary or appropriate in the exercise of its such fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonduty.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Company Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Company Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date of this Agreement) under hereof. Except as otherwise specifically provided herein, the Exchange Act. The Board of Directors of the Company (including, where so provided, a majority of the Independent Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (including, where so provided, a majority of the Company Independent Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (including, where so provided, a majority of the Company Independent Directors) in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, member thereof to any liability to the holders of the Rights. Without limiting Wherever in this Agreement a vote of a majority of the foregoingIndependent Directors is required, nothing contained herein there shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines present in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonoffice at least one Independent Director.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares Stock or of any other class of capital stock Special Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock or Special Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with with, as the Board of Directors deems to be applicable, the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange ActAct or the provisions of Section 382 of the Code, or any successor provision or replacement provision. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a including, without limitation, any determination contemplated by the definition of “Acquiring Person” or any determination as to whether particular Rights shall have become void and any determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, Company to any liability to any Person, including without limitation the Rights Agent and the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Company’s Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.” 7. Exhibit B to the Rights Agreement is hereby deemed amended in a manner consistent with this Amendment. 8. Capitalized terms used without other definition in this Amendment will be used as defined in the Rights Agreement. 9. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State, provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. 10. The Rights Agreement will not otherwise be supplemented or amended by virtue of this Amendment, but will remain in full force and effect. 11. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. 12. The undersigned officer of the Company, being duly authorized on behalf of the Company, hereby certifies in his or her capacity as an officer on behalf of the Company to the Rights Agent that (a) this Amendment is in compliance with the terms of Section 27 of the Rights Agreement, and (b) this Amendment does not change or increase the Rights Agent’s duties, liabilities or obligations. 13. By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the such Board of Directors of the Company or to the CompanyDirectors, or as may be necessary or advisable in the administration of this Agreement, including, without limitationbut not limited to, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company or the Company in good faith shall faith, (x) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties and (y) shall not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, Company to any liability to the holders of the RightsRights and Right Certificates. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein in this Agreement shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposaloffer, or to take any other action (including, without limitationbut not limited to, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith believes is necessary or appropriate in the exercise of its such fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonduty.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the such Board of Directors of the Company or to the CompanyDirectors, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company Corporation or the Corporation in good faith faith, shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights Right Certificates and all other parties and (y) shall not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Corporation to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein in this Agreement shall be construed to suggest or imply that the Board of Directors of the Company Corporation shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposaloffer, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith believes is necessary or appropriate in the exercise of its such fiduciary duties. The Rights Agent is entitled always to assume duty. (c) Notwithstanding any other provision of this Agreement, any resolution or other action by the Board of Directors regarding any termination, amendment or modification of this Agreement, or any acquisition, redemption or exchange of Rights, or any revocation, exception, exemption, waiver or other action that would in any way affect this Agreement or the Rights, shall require the affirmative vote of a majority of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonmembers of the Board of Directors, which must include at least two-thirds of the Independent Directors.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(l)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act; provided, however, that for all purposes of this Agreement any calculation of the number of shares of Common Stock outstanding at any particular time shall also include all shares of Common Stock issuable upon conversion of all shares of Convertible Preferred Stock outstanding at the applicable time. The Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights Rights, to declare that a Person is an Adverse Person or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject any member of the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, Continuing Director to any liability to the holders of the Rights. Without limiting Notwithstanding anything to the foregoingcontrary in this Agreement, nothing contained herein shall be construed to suggest or imply that from and after the Board election of Directors directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders at the first annual meeting of Common Shares stockholders of the Company reject any Qualifying Offer called after the time a Person becomes an Acquiring Person, all provisions of this Agreement that require the action or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors concurrence of the Company determines in good faith is necessary Continuing Directors shall no longer require the action or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors concurrence of the Company acted in good faith and Continuing Directors but instead shall be fully protected and incur no liability in reliance thereonrequire only the action of a majority of the Board.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock and/or Voting Securities outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock and/or Voting Securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement) under the Exchange Acthereof. The Board of Directors of the Company (or, where specified in a Section of this Agreement, those members of the Board of Directors other than certain members thereof specified in such Section) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (or, where specified in a Section of this Agreement, those members of the Board of Directors of the Company other than certain members thereof specified in such Section) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board (or, where specified in a Section of this Agreement, those members of the Board of Directors of the Company other than certain members thereof specified in such Section) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board (or, where specified in a Section of Directors this Agreement, those members of the Company, or any of the directors on the Board of Directors of the Company, other than certain members thereof specified in such Section) to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement) under the Exchange Acthereof. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the disinterested Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, the concurrence of the Company disinterested Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company disinterested Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and (y) not subject the Board of Directors of the Companyparties. Further, or any of the directors nothing contained in this Agreement shall be deemed to impose on the Board of Directors or the Company any obligation to approve a tender offer, merger, acquisition or other similar proposal by or from a Person even though the terms of such proposal may be fair to stockholders of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Outside Directors) shall have the exclusive power power, authority and authority discretion to administer this Agreement and to exercise all rights and powers specifically granted to the such Board of Directors (with, where specifically provided for herein, the concurrence of the Company Outside Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights or Rights, to amend the AgreementAgreement or to find or to announce publicly that any Person has become an Acquiring Person). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause clauses (yi) and (iii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith (with, where specifically provided for herein, the concurrence of the Outside Directors), the Outside Directors or the Company (i) shall be within the discretion of the Board of Directors (xwith, where specifically provided for herein, the concurrence of the Outside Directors), (ii) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties parties, and (yiii) shall not subject the Board of Directors of the Company, Company or any of the directors on the Board of Outside Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation Rights and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonRight Certificates.

Determinations and Actions by the Board of Directors, etc. For ---------------------------------------------------------- all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(l)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act; provided, however, that for all purposes ----------------- of this Agreement any calculation of the number of shares of Common Stock outstanding at any particular time shall also include all shares of Common Stock issuable upon conversion of all shares of Convertible Preferred Stock outstanding at the applicable time. The Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights Rights, to declare that a Person is an Adverse Person or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject any member of the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, Continuing Director to any liability to the holders of the Rights. Without limiting Notwithstanding anything to the foregoingcontrary in this Agreement, nothing contained herein shall be construed to suggest or imply that from and after the Board election of Directors directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders at the first annual meeting of Common Shares stockholders of the Company reject any Qualifying Offer called after the time a Person becomes an Acquiring Person, all provisions of this Agreement that require the action or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors concurrence of the Company determines in good faith is necessary Continuing Directors shall no longer require the action or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors concurrence of the Company acted in good faith and Continuing Directors but instead shall be fully protected and incur no liability in reliance thereonrequire only the action of a majority of the Board.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i(a) (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement)Rights Agreement and a determination of whether there is an Acquiring Person. Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting . (b) It is understood that the foregoing, nothing contained herein shall be construed to suggest or imply that TIDE Committee of the Board of Directors shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interests of the Company shall not be entitled to reject any Qualifying Offer or Company, its shareholders and any other tender offer or other acquisition proposalrelevant constituencies of the Company, at least every three years, or sooner if any Person shall have made a proposal to recommend that holders of Common Shares the Company, or taken any other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or members of the TIDE Committee shall deem such review and evaluation appropriate after giving due regard to take any other action (including, without limitationall relevant circumstances. Following each such review, the commencement, prosecution, defense or settlement of any litigation and TIDE Committee will communicate its conclusions to the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the full Board of Directors, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemed. The TIDE Committee shall be comprised of the Directors of the Company determines in good faith is necessary who are not officers, employees or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors Affiliates of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonCompany.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d-3 (d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of a majority of the Continuing Directors and only if the Continuing Directors constitute a majority of the number of directors then in office), shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of a majority of the Company Continuing Directors and only if the Continuing Directors constitute a majority of the number of directors then in office), in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares Stock or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or and immunities of the Rights Agent under this AgreementAgent, all such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the CompanyBoard, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the RightsRights or shareholders. The Rights Agent is entitled always to assume that the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board to exercise its fiduciary duties. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall is not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposaloffer, or to take any other action (including, without limitation, including the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith believes is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date hereof. Except as otherwise specifically provided herein, and subject to paragraph (b) of this Agreement) under Section 29, the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors or by a majority of the Company Continuing Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, Company or any member thereof to any liability to the holders of the directors on Rights. (b) Notwithstanding anything to the contrary contained in this Agreement, the concurrence of a majority of the Continuing Directors then in office shall be required to give effect to any action, calculation, interpretation or determination made by the Board of Directors of the Company in the administration of this Agreement and the exercise of the rights or powers granted to the Board of Directors of the Company, to any liability the Continuing Directors or to the holders of the Rights. Without limiting the foregoing, nothing contained herein Company pursuant to this Agreement and no effect shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect given to any Qualifying Offer such action, calculation, interpretation, determination or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of rights or powers unless at least two Continuing Directors of the Company acted are then in good faith and shall be fully protected and incur no liability in reliance thereonoffice.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors (with, where specifically provided for herein, the concurrence of the Company Independent Directors) or the Independent Directors, as the case may be, shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Independent Directors) the Independent Directors, as the case may be, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or Rights, to declare that a Person is an Adverse Person, to amend the AgreementAgreement or to limit the Substitute Consideration or Spread payable). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Independent Directors) or the Independent Directors, as the case may be, in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of or the Independent Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i(a) (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company Corporation shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the CompanyCorporation, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the AgreementRights Agreement and a determination of whether there is an Acquiring Person). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting . (b) It is understood that the foregoing, nothing contained herein shall be construed to suggest or imply that Independent Directors Committee (as defined below) of the Board of Directors shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interests of the Company shall not be entitled to reject any Qualifying Offer or Corporation, its shareholders and any other tender offer or other acquisition proposalrelevant constituencies of the Corporation, at least every three years, or sooner if any Person shall have made a proposal to recommend that holders of Common Shares the Corporation, or taken any other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or members of the Independent Directors Committee shall deem such review and evaluation appropriate after giving due regard to take any other action (including, without limitationall relevant circumstances. Following each such review, the commencement, prosecution, defense or settlement of any litigation and Independent Directors Committee will communicate its conclusions to the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the full Board of Directors, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemed. The Independent Directors Committee shall be comprised of the Directors of the Company determines in good faith is necessary Corporation who are not officers, employees or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors Affiliates of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonCorporation.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d3(d)(1)(i) (of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement) under the Exchange Acthereof. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights Rights, to declare that a Person is an Adverse Person or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing. (b) For purposes of this Agreement, nothing contained herein shall any determination to be construed to suggest or imply that made by the Board of Directors of the Company shall not may be entitled made by a duly constituted committee thereof if so authorized to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that act by the Board of Directors of pursuant to the Company determines Company's Bylaws, and in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always such circumstances any reference to assume the Board of Directors of the Company acted in good faith and herein shall be fully protected and incur no liability in reliance thereondeemed to include a reference to such committee.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Company Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Company Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date hereof. Except as otherwise specifically provided herein, and subject to paragraph (b) of this Agreement) under Section 28, the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors or by a majority of the Company Continuing Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, Company or any member thereof to any liability to the holders of the directors on Rights. (b) Notwithstanding anything to the contrary contained in this Agreement, the concurrence of a majority of the Continuing Directors then in office shall be required to give effect to any action, calculation, interpretation or determination made by the Board of Directors of the Company in the administration of this Agreement and the exercise of the rights or powers granted to the Board of Directors of the Company, to any liability the Continuing Directors or to the holders of the Rights. Without limiting the foregoing, nothing contained herein Company pursuant to this Agreement and no effect shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect given to any Qualifying Offer such action, calculation, interpretation, determination or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of rights or powers unless at least two Continuing Directors of the Company acted are then in good faith and shall be fully protected and incur no liability in reliance thereonoffice.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i(a) (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations and calculations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein The Rights Agent shall always be construed entitled to suggest or imply assume that the Company's Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon. (b) A committee of the Board of Directors of the Company comprised entirely of Directors of the Company who are not officers, employees or Affiliates of the Company (the "Rights Plan Committee") shall review and evaluate this Agreement in order to consider whether the maintenance of this Agreement continues to be in the interests of the Company, its stockholders and any other relevant constituencies of the Company, at least every other year, or sooner if a majority of the members of the Rights Plan Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the Rights Plan Committee will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Agreement should be modified or the Rights should be redeemed.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i(a) (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company Corporation shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the CompanyCorporation, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the AgreementRights Agreement and a determination of whether there is an Acquiring Person). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. (b) Nothing contained in this Rights Agreement shall be deemed to be a derogation or abrogation of the obligation of the Board of Directors to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposaloffer, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposaloffer, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith believes is necessary or appropriate in the exercise of its such fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonduty.

Determinations and Actions by the Board of Directors, etc. For --------------------------------------------------------- all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(l)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights Rights, to declare that a Person is an Adverse Person or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject any member of the Board of Directors or any Continuing Director of the Company, or any of the directors on the Board of Directors of the Company, Company to any liability to the holders of the Rights. Without limiting Notwithstanding anything to the foregoingcontrary in this Agreement, nothing contained herein shall be construed to suggest or imply that from and after the Board election of Directors directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders at the first annual meeting of Common Shares stockholders of the Company reject any Qualifying Offer called after the time a Person becomes an Acquiring Person, all provisions of this Agreement that require the action or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors concurrence of the Company determines in good faith is necessary Continuing Directors shall no longer require the action or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors concurrence of the Company acted in good faith and Continuing Directors but instead shall be fully protected and incur no liability in reliance thereonrequire only the action of a majority of the Board.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i(a) (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. (b) It is understood that the TIDE Committee (as described below) of the Board of Directors shall review and evaluate this Agreement in order to consider whether the maintenance of this Agreement continues to be in the interests of the Company, its shareholders and any other relevant constituencies of the Company, at least every three years, or sooner if any Person shall have made a proposal to the Company, or taken any other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the TIDE Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Without limiting Following each such review, the foregoingTIDE Committee will communicate its conclusions to the full Board of Directors, nothing contained herein including any recommendation in light thereof as to whether this Agreement should be modified or the Rights should be redeemed. The TIDE Committee shall be construed to suggest or imply that appointed by the Board of Directors of the Company and shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board comprised of Directors of the Company determines in good faith is necessary who are not officers, employees or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors Affiliates of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonCompany.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the such Board of Directors of the Company or to the CompanyDirectors, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company Corporation or the Corporation in good faith faith, shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights Right Certificates and all other parties and parties. (yb) not subject Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, Corporation to any liability to the holders of the Rightsexercise its fiduciary duty. Without limiting the foregoing, nothing contained herein in this Agreement shall be construed to suggest or imply that the Board of Directors of the Company Corporation shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposaloffer, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith believes is necessary or appropriate in the exercise of its such fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonduty.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Capital Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Capital Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors or the Outside Directors) shall have the exclusive power power, authority and authority discretion to administer this Agreement and to exercise all rights and powers specifically granted to the such Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors or to the CompanyOutside Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights or Rights, to amend the AgreementAgreement or to find or to announce publicly that any Person has become an Acquiring Person). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause clauses (yi) and (iii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith (with, where specifically provided for herein, the concurrence of the Continuing Directors or the Outside Directors), the Outside Directors or the Company (i) shall be within the discretion of the Board of Directors or the Outside Directors, (xii) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties parties, and (yiii) shall not subject the Board of Directors of the Company, the Continuing Directors or any of the directors on the Board of Outside Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation Rights and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonRight Certificates.

Determinations and Actions by the Board of Directors, etc. For ----------------------------------------------------------- all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors board (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (yi) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors board (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith shall faith, shall: (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and parties, and (yii) not subject the Board of board or the Continuing Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each any class or series of Common Shares or of any other class of capital stock Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Voting Stock of which any Person is the Beneficial OwnerOwner (or the particular percentage of Voting Power if such shares of Voting Stock represented by shares of Voting Stock Beneficially Owned by such Person), shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date of this Agreement) under hereof. Except as otherwise specifically provided herein, the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, Company or any of the directors on the Board of Directors of the Company, member thereof to any liability to the holders of the Rights. (b) It is understood that the TIDE Committee (as described below) of the Board of Directors shall review and evaluate this Agreement in order to consider whether the maintenance of this Agreement continues to be in the best interests of the Company, its stockholders and other relevant constituencies of the Company at least annually, or sooner than that if any Person shall have made a proposal to the Company or its stockholders, or taken any other action that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the TIDE Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Without limiting Following each such review, the foregoingTIDE Committee shall communicate its conclusions to the full Board of Directors, nothing contained herein including any recommendation in light thereof as to whether this Agreement should be modified or the Rights should be redeemed. The TIDE Committee shall be construed comprised of members of the Board of Directors who are not officers, employees or Affiliates of the Company and shall be the Nominating and Governance Committee of the Board of Directors (or any successor committee) as long as the members of such committee meet such requirements. (c) The TIDE Committee and the Board of Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the power to suggest set their own agenda and to retain at the expense of the Company their choice of legal counsel, investment bankers and other advisors. The TIDE Committee and the Board of Directors, when considering whether this Agreement should be modified or imply the Rights should be redeemed, shall have the authority to review all information of the Company and to consider any and all factors they deem relevant to an evaluation of whether this Agreement should be modified or the Rights should be redeemed. (d) In the event the Company, not earlier than ninety (90) Business Days nor later than one hundred twenty (120) Business Days following the commencement of a Qualified Offer, which has not been terminated prior thereto and which continues to be a Qualified Offer, receives a written notice complying with the terms of this Section 29(d) (the “Special Meeting Notice”) that is properly executed by the holders of record (or their duly authorized proxy) of ten percent (10%) of the shares of Common Stock then outstanding directing the Board of Directors of the Company to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”) a resolution authorizing the redemption of all, but not less than all, of the then outstanding Rights at the Redemption Price (the “Redemption Resolution”), then the Board of Directors of the Company shall not take such actions as are necessary or desirable to cause the Redemption Resolution to be entitled submitted to reject any Qualifying Offer or any other tender offer or other acquisition proposala vote of stockholders, or by including a proposal relating to recommend that holders adoption of Common Shares the Redemption Resolution in the proxy materials of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitationfor the Special Meeting. For purposes of a Special Meeting Notice, the commencementrecord date for determining eligible holders of record shall be the ninetieth (90th) Business Day following the commencement of a Qualified Offer. Any Special Meeting Notice must be delivered to the Secretary of the Company at the principal executive offices of the Company and must set forth as to the stockholders of record executing the request (x) the name and address of such stockholders, prosecutionas they appear on the Company’s books and records, defense or settlement (y) the class and number of any litigation shares of Common Stock which are owned of record by each of such stockholders, and (z) in the submission case of additional or alternative offers or other proposals) with respect Common Stock that is owned beneficially by another Person, an executed certification by the holder of record that such holder has executed such Special Meeting Notice only after obtaining instructions to any Qualifying Offer or any other tender offer or other acquisition proposal that do so from such beneficial owner. Subject to the requirements of applicable law, the Board of Directors of the Company may take a position in favor of or opposed to the adoption of the Redemption Resolution, or no position with respect to the Redemption Resolution, as it determines in good faith is necessary or to be appropriate in the exercise of its fiduciary duties. The Rights Agent In the event that no Person has become an Acquiring Person prior to the redemption date referred to in this Section, and the Qualified Offer continues to be a Qualified Offer and either (i) the Special Meeting is entitled always not held on or prior to assume the ninetieth (90th) Business Day following receipt of the Special Meeting Notice, or (ii) if, at the Special Meeting, the holders of a majority of the shares of Common Stock outstanding as of the record date for the Special Meeting selected by the Board of Directors of the Company acted shall vote in good faith and favor of the Redemption Resolution, then all of the Rights shall be fully protected deemed redeemed by such failure to hold the Special Meeting or as a result of such stockholder action, as the case may be, at the Redemption Price, or the Board of Directors shall take such other action as would prevent the existence of the Rights from interfering with the consummation of the Qualified Offer, effective either (i) as of the Close of Business on the 90th Business Day following receipt of the Special Meeting Notice if a Special Meeting is not held on or prior to such date or (ii) as of the date on which the results of the vote on the Redemption Resolution at the Special Meeting are certified as official by the appointed inspectors of election for the Special Meeting, as the case may be. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights pursuant to Section 23 or the effectiveness of such redemption pursuant to Section 29(d) (or, if the resolution of the Board of Directors electing to redeem the Rights pursuant to Section 23(d) states that the redemption will not be effective until the occurrence of a specified future time or event, upon the occurrence of such future time or event), without any further action and incur no liability without any notice, the right to exercise the Rights will terminate and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price in reliance thereoncash or securities, as determined by the Board of Directors; provided, however, that such resolution of the Board of Directors of the Company pursuant to Section 23 may be revoked, rescinded or otherwise modified at any time prior to the time and date of effectiveness set forth in such resolution, in which event the right to exercise will not terminate at the time and date originally set for such termination by the Board of Directors of the Company. Promptly after the Rights are redeemed, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice in accordance with Section 26.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights 36 40 and powers specifically granted to the such Board of Directors of the Company or to the CompanyDirectors, or as may be necessary or advisable in the administration of this Agreement, including, without limitationbut not limited to, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company or the Company in good faith shall faith, (x) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties and (y) shall not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, Company to any liability to the holders of the RightsRights and Right Certificates. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein in this Agreement shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposaloffer, or to take any other action (including, without limitationbut not limited to, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith believes is necessary or appropriate in the exercise of its such fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonduty.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock securities outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to supplement or amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject any member of the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting . (b) It is understood that the foregoing, nothing contained herein shall be construed to suggest or imply that TIDE Committee (as described below) of the Board of Directors shall review and evaluate this Agreement in order to consider whether the maintenance of this Agreement continues to be in the best interest of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposaland its shareholders, at least every three years, or sooner if (i) any Person shall have made a proposal to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take taken any other action that, if effective, could cause such Person to become a Acquiring Person hereunder, and (including, without limitationii) if a majority of the members of the TIDE Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the commencementTIDE Committee will communicate its conclusion to the full Board of Directors, prosecution, defense including any recommendation in light thereof as to whether this Agreement should be modified or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that right should be redeemed. The TIDE Committee shall be appointed by the Board of Directors to fulfill the foregoing duties and shall be comprised of the Company determines in good faith is necessary or appropriate in the exercise members of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors who are Independent Directors. The Board of Directors may designate an existing committee of the Board of Directors to serve as the TIDE Committee provided that members of such committee satisfy the foregoing requirements. The TIDE Committee and the Board of Directors, when considering whether this Agreement should be modified or the rights should be redeemed, shall have the power to set their own agenda and to retain at the expense of the Company acted their choice of legal counsel, investment bankers and other advisors. The TIDE Committee and the Board of Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the authority to review all information in good faith the Company and shall to consider any and all factors they deem relevant to an evaluation of whether this Agreement should be fully protected and incur no liability in reliance thereonmodified or the rights should be redeemed.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of a majority of the members of the Board of Directors of the Company) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of a majority of the members of the Board of Directors of the Company) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of a majority of the members of the Board of Directors of the Company) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights AgentAgent (except with respect to the rights, obligations and immunities of the Rights Agent hereunder), the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, Company to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Company’s Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each any class or series of Common Shares or of any other class of capital stock Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Voting Stock of which any Person is the Beneficial OwnerOwner (or the particular percentage of Voting Power if such shares of Voting Stock represented by shares of Voting Stock Beneficially Owned by such Person), shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date of this Agreement) under hereof. Except as otherwise specifically provided herein, the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, Company or any of the directors on the Board of Directors of the Company, member thereof to any liability to the holders of the Rights. Without limiting It is understood that the foregoingRights Committee (as described below) of the Board of Directors shall review and evaluate this Agreement in order to consider whether the maintenance of this Agreement continues to be in the best interests of the Company, nothing contained herein its stockholders and other relevant constituencies of the Company at least annually, or sooner than that if any Person shall have made a proposal to the Company or its stockholders, or taken any other action that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the Rights Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the Rights Committee shall communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Agreement should be modified or the Rights should be redeemed. The Rights Committee shall be construed comprised of members of the Board of Directors who are not officers, employees or Affiliates of the Company. The Rights Committee and the Board of Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the power to suggest set their own agenda and to retain at the expense of the Company their choice of legal counsel, investment bankers and other advisors. The Rights Committee and the Board of Directors, when considering whether this Agreement should be modified or imply that the Rights should be redeemed, shall have the authority to review all information of the Company and to consider any and all factors they deem relevant to an evaluation of whether this Agreement should be modified or the Rights should be redeemed. Immediately upon the action of the Board of Directors of the Company shall electing to redeem the Rights pursuant to Section 23 or the effectiveness of such redemption pursuant to Section 29(d) (or, if the resolution of the Board of Directors electing to redeem the Rights pursuant to Section 23(d) states that the redemption will not be entitled to reject any Qualifying Offer effective until the occurrence of a specified future time or any other tender offer event, upon the occurrence of such future time or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (includingevent), without limitationany further action and without any notice, the commencementright to exercise the Rights will terminate and each Right, prosecutionwhether or not previously exercised, defense will thereafter represent only the right to receive the Redemption Price in cash or settlement securities, as determined by the Board of any litigation and the submission Directors; provided, however, that such resolution of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines pursuant to Section 23 may be revoked, rescinded or otherwise modified at any time prior to the time and date of effectiveness set forth in good faith is necessary or appropriate such resolution, in which event the right to exercise of its fiduciary duties. The Rights Agent is entitled always to assume will not terminate at the time and date originally set for such termination by the Board of Directors of the Company. Promptly after the Rights are redeemed, the Company acted shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice in good faith and shall be fully protected and incur no liability in reliance thereonaccordance with Section 26.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Company Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Company Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date of this Agreement) under hereof. Except as otherwise specifically provided herein, the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination whether to redeem or not redeem the Rights rights or to amend this Agreement and whether any proposed amendment adversely affects the Agreement). Without limiting any interest of the rights or immunities holders of the Rights Agent under this Agreement, all Certificates. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, member thereof to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that . (b) An independent committee of the Board of Directors (the “Committee”) (as described below) shall review and evaluate this Agreement in order to consider whether the maintenance of this Agreement continues to be in the best interests of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposaland its stockholders, following the fifth anniversary of the date hereof, or to recommend that holders of Common Shares sooner if a majority of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or members of the Committee shall deem such review and evaluation appropriate after giving due regard to take any other action (including, without limitationall relevant circumstances. Following each such review, the commencementCommittee will communicate its conclusions to the full Board of Directors, prosecution, defense including any recommendation in light thereof as to whether this Agreement should be modified or settlement the Rights should be redeemed. (c) The members of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that Committee shall be appointed by the Board of Directors and comprised of the Company determines in good faith is necessary or appropriate in the exercise members of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors who are not officers, employees or Affiliates of the Company. The Committee shall have the power to set its own agenda and to retain, at the expense of the Company, independent legal, accounting or other professional consultants selected by the Committee, for any matters relating to the purpose of the Committee. The Company shall cause its employees to make themselves available to cooperate with the Committee for any matters related to its purpose. The Committee shall have the authority to review all information of the Company acted in good faith and shall be fully protected to consider any and incur no liability in reliance thereonall factors they deem relevant to an evaluation of whether to maintain or modify the Agreement or redeem the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Ownerowner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement) under the Exchange Acthereof. The Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Rights, as such, and all other parties parties, and (y) not subject the Board of or the Continuing Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting The Board (with the foregoing, nothing contained herein concurrence of a majority of the Continuing Directors) shall be construed authorized to suggest or imply that appoint a Committee and delegate to it the authority to exercise the power and authority of the Board of Directors and of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Continuing Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonunder this Agreement.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Company Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Company Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date of this Agreement) under hereof. Except as otherwise specifically provided herein, the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination whether to redeem or not redeem the Rights rights or to amend this Agreement and whether any proposed amendment adversely affects the Agreement). Without limiting any interest of the rights or immunities holders of the Rights Agent under this Agreement, all Certificates. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, member thereof to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Company’s Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the such Board of Directors of the Company or to the CompanyDirectors, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company or the Company in good faith shall faith, (x) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties and (y) shall not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, Company to any liability to the holders of the RightsRights and Right Certificates. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein in this Agreement shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposaloffer, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith believes is necessary or appropriate in the exercise of its such fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonduty.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i(a) (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement)Rights Agreement and a determination of whether there is an Acquiring Person. Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting . (b) It is understood that the foregoing, nothing contained herein shall be construed to suggest or imply that TIDE Committee (as defined below) of the Board of Directors shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interests of the Company shall not be entitled to reject any Qualifying Offer or Company, its shareholders and any other tender offer or other acquisition proposalrelevant constituencies of the Company, at least every three years, or sooner if any Person shall have made a proposal to recommend that holders of Common Shares the Company, or taken any other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or members of the TIDE Committee shall deem such review and evaluation appropriate after giving due regard to take any other action (including, without limitationall relevant circumstances. Following each such review, the commencement, prosecution, defense or settlement of any litigation and TIDE Committee will communicate its conclusions to the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the full Board of Directors, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemed. The TIDE Committee shall be comprised of the Directors of the Company determines in good faith is necessary who are not officers, employees or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors Affiliates of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonCompany.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of Directors, or the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. (b) It is understood that the TIDE Committee (as described below) of the Board of Directors shall review and evaluate this Agreement in order to consider whether the maintenance of this Agreement continues to be in the interests of the Company, its shareholders and any other relevant constituencies of the Company, at least every three years, or sooner if any Person shall have made a proposal to the Company, or taken any other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the TIDE Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Without limiting Following each such review, the foregoingTIDE Committee will communicate its conclusions to the full Board of Directors, nothing contained herein including any recommendation in light thereof as to whether this Agreement should be modified or the Rights should be redeemed. The TIDE Committee shall be construed to suggest or imply that appointed by the Board of Directors of the Company and shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders comprised of Common Shares members of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors who are not officers of the Company determines in good faith is necessary or appropriate in the exercise of any of its fiduciary duties. The Rights Agent is entitled always to assume the Board Subsidiaries who are not representatives, nominees, Affiliates or Associates of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonan Acquiring Person.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d3(d)(1)(i) (of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement) under the Exchange Acthereof. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing. (b) For purposes of this Agreement, nothing contained herein shall any determination to be construed to suggest or imply that made by the Board of Directors of the Company shall not may be entitled made by a duly constituted committee thereof if so authorized to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that act by the Board of Directors of pursuant to the Company determines Company's Bylaws, and in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always such circumstances any reference to assume the Board of Directors of the Company acted in good faith and herein shall be fully protected and incur no liability in reliance thereondeemed to include a reference to such committee.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Continuing or disinterested Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing or disinterested Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing or disinterested Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of or the Continuing or disinterested Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoingFurther, nothing contained herein in this Agreement shall be construed deemed to suggest or imply that impose on the Board of Directors or the Company any obligation to approve a tender offer, merger, acquisition or other similar proposal by or from a Person even though the terms of such proposal may be fair to stockholders of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonCompany.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Company Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Company Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date of this Agreement) under hereof. Except as otherwise specifically provided herein, the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination whether to redeem or not redeem the Rights rights or to amend this Agreement and whether any proposed amendment adversely affects the Agreementinterest of the holders of Rights Certificates). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties Persons, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, member thereof to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein The Rights Agent shall always be construed entitled to suggest or imply assume that the Company’s Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and shall incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this AgreementRights Plan, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (where specifically provided for herein, by the requisite vote and/or with the approval of Independent Directors (where a Majority Director Vote is required)) shall have the exclusive power and authority to administer this Agreement Rights Plan and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, the approval of Independent Directors of the Company (where a Majority Director Vote is required)) or to the Company, or as may be necessary or advisable in the administration of this AgreementRights Plan, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Rights Plan and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement Rights Plan (including a determination to redeem or not redeem the Rights, to exchange the Rights or to amend the Agreementor supplement this Rights Plan). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board (with, where specifically provided for herein, the approval of Independent Directors of the Company (where a Majority Director Vote is required)) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and (y) not subject the Board of or the Independent Directors of the Company, or any of the directors on the Board of Directors of the Company, (if applicable) to any liability to the holders of the Rights. Without limiting The Board may at any time and from time to time (and upon the foregoingoccurrence of a Triggering Event shall forthwith) establish and set aside one or more funds (in such amount or amounts as the Board shall deem necessary or desirable), nothing contained herein shall be construed whether in trust, escrow or other segregated accounts (regardless of whether any such fund is combined for administrative purposes with any other fund or funds established by the Company, for the purpose of assuring that adequate resources are available to suggest or imply that the Board of Directors of (or Independent Directors, as the Company shall not be entitled case may be), to reject any Qualifying Offer or any other tender offer or other acquisition proposalenable them to carry out their prescribed functions, and to maintain their authority and powers, under this Agreement, or to recommend that holders of Common Shares fulfill their fiduciary obligations to the shareholders of the Company reject any Qualifying Offer Company. Without limiting the generality of the statement of purposes contained in the next preceding sentence, the fund or any other tender offer or other acquisition proposalfunds so established shall, on demand of a majority of the Independent Directors, be made available to the Independent Directors for the purposes of (i) seeking affirmatively to establish, or to take any other action (defend, the validity of this Agreement, including, without limitation, this Section 28, and (ii) seeking affirmatively to establish, or to defend, the commencement, prosecution, defense or settlement validity and/or propriety of any litigation action taken (or omitted to be taken) by the Independent Directors pursuant to this Agreement, the Articles of Incorporation or the Bylaws or applicable provisions of the Florida Business Corporation Act. The establishment by the Board, and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that utilization by the Board of Directors (or Independent Directors, as the case may be), of any fund or funds established pursuant to this paragraph shall be separate and apart from, and shall not detract from, diminish or otherwise affect adversely, any rights or protections afforded, conferred or given to the Company's Directors (including the Independent Directors) pursuant to the Articles of Incorporation or Bylaws of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonCompany.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(l)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Outside Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the such Board of Directors (with, where specifically provided for herein, the concurrence of the Company or to the CompanyOutside Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the Outside Directors), the Outside Directors or the Company in good faith shall faith, (x) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties and (y) shall not subject the Board of Directors of the Company, Company or any of the directors on the Board of Outside Directors of the Company, to any liability to the holders of the RightsRights and Right Certificates. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein in this Agreement shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposaloffer, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith believes is necessary or appropriate in the exercise of its such fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonduty.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(l)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. 14. Section 30 of the Rights Agreement is amended by adding the following as the last sentence of Section 30: Without limiting the foregoing, nothing contained herein if any provision requiring a specific group of Directors of the Company to act is held to by any court of competent jurisdiction or other authority to be invalid, void or unenforceable, such determination shall then be construed to suggest or imply that made by the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation in accordance with applicable law and the submission Company's Certificate of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary dutiesIncorporation and By-laws. 15. The Form of Rights Agent Certificate attached to the Rights Agreement as Exhibit B is entitled always hereby amended by deleting such Exhibit in its entirety and inserting in replacement thereof Exhibit B attached hereto. 16. The Summary of Rights to assume Purchase Preferred Stock attached to the Board of Directors of the Company acted Rights Agreement as Exhibit C is hereby amended by deleting such Exhibit in good faith its entirety and shall be fully protected and incur no liability inserting in reliance thereonreplacement thereof Exhibit C attached hereto.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (under the Exchange Act as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company (or, after any Person has become an Acquiring Person, a majority of the continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the Agreement). Without limiting ; provided, that any redemption of Rights shall also be subject to any additional approval procedures required by the certificate of incorporation or by-laws of the rights or immunities of the Rights Agent under this Agreement, all Company. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, after any Person has become an Acquiring Person, by the Company Continuing Directors) in good faith shall (x) be final, conclusive and binding on the CompanyCompany (subject to any additional redemption approval procedures referred to in the proviso to the immediately preceding sentence), the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, Company or any of the directors on the Board of Continuing Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. (1) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing. (2) For purposes of this Agreement, nothing contained herein shall any determination to be construed to suggest or imply that made by the Board of Directors of the Company shall not may be entitled made by a duly constituted committee thereof if so authorized to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that act by the Board of Directors of pursuant to the Company determines Company's Bylaws, and in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always such circumstances any reference to assume the Board of Directors of the Company acted in good faith and herein shall be fully protected and incur no liability in reliance thereondeemed to include a reference to such committee.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares Stock or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company Corporation shall have the exclusive power and authority to administer this Agreement and to exercise all the rights and powers specifically granted to the Board of Directors of the Company or to the CompanyCorporation, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreementthis Agreement and any determination as to whether actions of any Person shall be such as to cause such Person to beneficially own shares held by another Person). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company Corporation in good faith faith, shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, Corporation to any liability to the holders of the Rights. Without limiting Notwithstanding anything herein to the foregoingcontrary, nothing contained herein in no event shall be construed to suggest or imply that a determination of the Board of Directors that may adversely affect the rights of the Company shall not Rights Agent under this Agreement be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares binding upon the Rights Agent without the express written consent of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposalRights Agent, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonsole discretion.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i(a) (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company Corporation shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the CompanyCorporation, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the AgreementRights Agreement and a determination of whether there is an Acquiring Person). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the CompanyCorporation, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. (b) Nothing contained in this Rights Agreement shall be deemed to be a derogation or abrogation of the obligation of the Board of Directors to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposaloffer, or to recommend that holders of shares of Common Shares of the Company Stock reject any Qualifying Offer or any other tender offer or other acquisition proposaloffer, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith believes is necessary or appropriate in the exercise of its such fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonduty.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Company Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Company Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date hereof. Except as otherwise specifically provided herein, and subject to paragraph (b) of this Agreement) under Section 28, the Exchange Act. The 43 40 Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, Company or any member thereof to any liability to the holders of the directors on Rights. (b) Notwithstanding anything to the contrary contained in this Agreement, the concurrence of either (1) 75% of the Company's Board of Directors or (2) a majority of the Company's Board of Directors and a majority of the Continuing Directors then in office, shall be required to give effect to any action, calculation, interpretation or determination made by the Board of Directors of the Company in the administration of this Agreement and the exercise of the rights or powers granted to the Board of Directors of the Company, to any liability the Continuing Directors or to the holders of the Rights. Without limiting the foregoing, nothing contained herein Company pursuant to this Agreement and no effect shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect given to any Qualifying Offer such action, calculation, interpretation, determination or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of rights or powers unless at least two Continuing Directors of the Company acted are then in good faith and shall be fully protected and incur no liability in reliance thereonoffice.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each any class or series of Common Shares or of any other class of capital stock Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Voting Stock of which any Person is the Beneficial OwnerOwner (or the particular percentage of Voting Power if such shares of Voting Stock represented by shares of Voting Stock Beneficially Owned by such Person), shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date of this Agreement) under hereof. Except as otherwise specifically provided herein, the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, Company or any of the directors on the Board of Directors of the Company, member thereof to any liability to the holders of the Rights. Without limiting . (b) It is understood that the foregoing, nothing contained herein shall be construed to suggest or imply that TIDE Committee (as described below) of the Board of Directors shall review and evaluate this Agreement in order to consider whether the maintenance of this Agreement continues to be in the best interests of the Company, its stockholders and other relevant constituencies of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposalat least annually, or sooner than that if any Person shall have made a proposal to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposalits stockholders, or to take taken any other action (includingthat, without limitationif effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the TIDE Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the commencementTIDE Committee shall communicate its conclusions to the full Board of Directors, prosecution, defense including any recommendation in light thereof as to whether this Agreement should be modified or settlement the Rights should be redeemed. The TIDE Committee shall be comprised of any litigation and the submission members of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors who are not officers, employees or Affiliates of the Company determines in good faith and shall be the Nominating and Governance Committee of the Board of Directors (or any successor committee) as long as the members of such committee meet such requirements. (c) The TIDE Committee and the Board of Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the power to set their own agenda and to retain at the expense of the Company their choice of legal counsel, investment bankers and other advisors. The TIDE Committee and the Board of Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the authority to review all information of the Company and to consider any and all factors they deem relevant to an evaluation of whether this Agreement should be modified or the Rights should be redeemed. (d) In the event the Company, not earlier than ninety (90) Business Days nor later than one hundred twenty (120) Business Days following the commencement of a Qualified Offer, which has not been terminated prior thereto and which continues to be a Qualified Offer, receives a written notice complying with the terms of this Section 29(d) (the “Special Meeting Notice”) that is properly executed by the holders of record (or their duly authorized proxy) of ten percent (10%) of the shares of Common Stock then outstanding directing the Board of Directors to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”) a resolution authorizing the redemption of all, but not less than all, of the then outstanding Rights at the Redemption Price (the “Redemption Resolution”), then the Board of Directors shall take such actions as are necessary or desirable to cause the Redemption Resolution to be submitted to a vote of stockholders, by including a proposal relating to adoption of the Redemption Resolution in the proxy materials of the Company for the Special Meeting. For purposes of a Special Meeting Notice, the record date for determining eligible holders of record shall be the ninetieth (90th) Business Day following the commencement of a Qualified Offer. Any Special Meeting Notice must be delivered to the Secretary of the Company at the principal executive offices of the Company and must set forth as to the stockholders of record executing the request (x) the name and address of such stockholders, as they appear on the Company’s books and records, (y) the class and number of shares of Common Stock which are owned of record by each of such stockholders, and (z) in the case of Common Stock that is owned beneficially by another Person, an executed certification by the holder of record that such holder has executed such Special Meeting Notice only after obtaining instructions to do so from such beneficial owner. Subject to the requirements of applicable law, the Board of Directors may take a position in favor of or opposed to the adoption of the Redemption Resolution, or no position with respect to the Redemption Resolution, as it determines to be appropriate in the exercise of its fiduciary duties. The Rights Agent In the event that no Person has become an Acquiring Person prior to the redemption date referred to in this Section, and the Qualified Offer continues to be a Qualified Offer and either (i) the Special Meeting is entitled always not held on or prior to assume the ninetieth (90th) Business Day following receipt of the Special Meeting Notice, or (ii) if, at the Special Meeting, the holders of a majority of the shares of Common Stock outstanding as of the record date for the Special Meeting selected by the Board of Directors shall vote in favor of the Company acted in good faith and Redemption Resolution, then all of the Rights shall be fully protected deemed redeemed by such failure to hold the Special Meeting or as a result of such stockholder action, as the case may be, at the Redemption Price, or the Board of Directors shall take such other action as would prevent the existence of the Rights from interfering with the consummation of the Qualified Offer, effective either (i) as of the Close of Business on the 90th Business Day following receipt of the Special Meeting Notice if a Special Meeting is not held on or prior to such date or (ii) as of the date on which the results of the vote on the Redemption Resolution at the Special Meeting are certified as official by the appointed inspectors of election for the Special Meeting, as the case may be. Immediately upon the action of the Board of Directors electing to redeem the Rights pursuant to Section 23 or the effectiveness of such redemption pursuant to Section 29(d) (or, if the resolution of the Board of Directors electing to redeem the Rights pursuant to Section 23 states that the redemption will not be effective until the occurrence of a specified future time or event, upon the occurrence of such future time or event), without any further action and incur no liability without any notice, the right to exercise the Rights will terminate and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price in reliance thereoncash or securities, as determined by the Board of Directors; provided, however, that such resolution of the Board of Directors pursuant to Section 23 may be revoked, rescinded or otherwise modified at any time prior to the time and date of effectiveness set forth in such resolution, in which event the right to exercise will not terminate at the time and date originally set for such termination by the Board of Directors. Promptly after the Rights are redeemed, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice in accordance with Section 26.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each any class or series of Common Shares or of any other class of capital stock Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Voting Stock of which any Person is the Beneficial OwnerOwner (or the particular percentage of Voting Power if such shares of Voting Stock represented by shares of Voting Stock Beneficially Owned by such Person), shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date of this Agreement) under hereof. Except as otherwise specifically provided herein, the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, Company or any of the directors on the Board of Directors of the Company, member thereof to any liability to the holders of the Rights. Without limiting . (b) It is understood that the foregoing, nothing contained herein shall be construed to suggest or imply that TIDE Committee (as described below) of the Board of Directors shall review and evaluate this Agreement in order to consider whether the maintenance of this Agreement continues to be in the best interests of the Company, its stockholders and other relevant constituencies of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposalat least once every three years, or sooner than that if any Person shall have made a proposal to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposalits stockholders, or to take taken any other action (includingthat, without limitationif effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the TIDE Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the commencementTIDE Committee shall communicate its conclusions to the full Board of Directors, prosecution, defense including any recommendation in light thereof as to whether this Agreement should be modified or settlement the Rights should be redeemed. The TIDE Committee shall be comprised of any litigation and the submission members of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors who are not officers, employees or Affiliates of the Company determines in good faith is necessary or appropriate in and shall be the exercise Nominating, Governance and Review Committee of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors (or any successor committee) as long as the members of such committee meet such requirements. (c) The TIDE Committee and the Board of Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the power to set their own agenda and to retain at the expense of the Company acted in good faith their choice of legal counsel, investment bankers and other advisors. The TIDE Committee and the Board of Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the authority to review all information of the Company and to consider any and all factors they deem relevant to an evaluation of whether this Agreement should be fully protected and incur no liability in reliance thereonmodified or the Rights should be redeemed.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors and the Independent Directors), the Continuing Directors or the Independent Directors, as the case may be, shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors and the Independent Directors), the Continuing Directors or the Independent Directors, as the case may be, shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, the concurrence of the Continuing Directors and the Independent Directors), the Continuing Directors and the Independent Directors, as the case may be, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or Rights, to declare that a Person is an Adverse Person, to amend the AgreementAgreement or to limit the Substitute Consideration or Spread payable). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors and the Independent Directors), the Continuing Directors or the Independent Directors, as the case may be, in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Board, the Continuing Directors of or the Company, or any of the directors on the Board of Independent Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the General Rules and Regulations under the Exchange Act as in effect on as of the date of this Agreement) under the Exchange Acthereof. The Board of Directors of the Company (and, where specifically provided for herein, the Disinterested Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of Board, or the Company or to (or, where specifically provided for herein, the CompanyDisinterested Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, where specifically provided for herein, by the Company Disinterested Directors) in good faith (provided that the decision to redeem the rights shall be in the sole discretion of the Board or where specifically provided for herein, by the Disinterested Directors), shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights -39- Certificates and all other parties parties, and (y) not subject the Board of or the Disinterested Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonCertificates.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Rights Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock securities outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares or other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the General Rules and Regulations under the Exchange Act as in effect on as of the date of this Agreement) under the Exchange Acthereof. The Board of Directors of the Company (and, where specifically provided for herein, the Disinterested Directors) shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors of Board, or the Company or to (or, where specifically provided for herein, the CompanyDisinterested Directors), or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Rights Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, where specifically provided for herein, by the Company Disinterested Directors) in good faith (provided that the decision to redeem the rights shall be in the sole discretion of the Board or where specifically provided for herein, by the Disinterested Directors), shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties parties, and (y) not subject the Board of or the Disinterested Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the Company, holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer Rights Certificates or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonparty.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (ia) interpret the provisions of this Agreement Agreement, and (iib) make all determinations and calculations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company Continuing Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the CompanyBoard, or any of the directors on the Board of or the Continuing Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein The Rights Agent shall always be construed entitled to suggest or imply assume that the Company's Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing. (b) For purposes of this Agreement, nothing contained herein shall any determination to be construed to suggest or imply that made by the Board of Directors of the Company shall not may be entitled made by a duly constituted committee thereof if so authorized to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that act by the Board of Directors of pursuant to the Company determines Company's Bylaws, and in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always such circumstances any reference to assume the Board of Directors of the Company acted in good faith and herein shall be fully protected and incur no liability in reliance thereondeemed to include a reference to such committee.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the such Board of Directors of the Company or to the CompanyDirectors, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed 38 42 necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company or the Company in good faith shall faith, (x) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties and (y) shall not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, Company to any liability to the holders of the RightsRights and Right Certificates. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein in this Agreement shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposaloffer, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith believes is necessary or appropriate in the exercise of its such fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonduty.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. (b) The TIDE Committee (as defined below) of the Company’s Board of Directors shall review and evaluate this Agreement in order to consider whether the maintenance of this Agreement continues to be in the interests of the Company and its stockholders. Without limiting The TIDE Committee shall conduct such review and evaluation periodically when, as and in such manner as the foregoingTIDE Committee deems appropriate, nothing contained herein after giving due regard to all relevant circumstances; provided, however, that the TIDE Committee shall take such action at least once every three years. Following each such review, the TIDE Committee will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Agreement should be modified or the Rights should be redeemed. The “TIDE Committee” shall be construed to suggest or imply that a committee comprised of members of the Nominating and Corporate Governance Committee of the Board of Directors who are not, and have never been, officers, employees or Affiliates of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposalof its subsidiaries, or to recommend that holders of Common Shares and who are selected by the Nominating and Corporate Governance Committee of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposalBoard of Directors, or to take any other action (including, without limitation, and may be the commencement, prosecution, defense or settlement full Nominating and Corporate Governance Committee of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors so long as all of its members are not, and have never been, officers, employees or Affiliates of the Company determines in good faith is necessary or any of its subsidiaries. The TIDE Committee shall have the power to set its own agenda and to retain such legal counsel, financial advisors and other advisors as the TIDE Committee deems appropriate in order to assist the exercise of committee in carrying out its fiduciary dutiesforegoing responsibilities under this Agreement. The Rights Agent is entitled always TIDE Committee shall have the authority to assume the Board of Directors review all information of the Company acted in good faith and shall be fully protected to consider any and incur no liability in reliance thereonall factors they deem relevant to an evaluation of whether to maintain or modify the Agreement or redeem the Rights.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares of the Company or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding Common Shares or other shares of Common Shares Voting Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on the date of this Agreement) under the Exchange ActAct Regulations. The Except as otherwise specifically provided herein, the Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties Persons. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights pursuant to Section 23 (or, if the resolution of the Board of Directors electing to redeem the Rights pursuant to Section 23 states that the redemption will not be effective until the occurrence of a specified future time or event, upon the occurrence of such future time or event), without any further action and (y) without any notice, the right to exercise the Rights will terminate and each Right, whether or not subject previously exercised, will thereafter represent only the right to receive the Redemption Price in cash or securities, as determined by the Board of Directors; provided, however, that such resolution of the Board of Directors of the Company pursuant to Section 23 may be revoked, rescinded or otherwise modified at any time prior to the time and date of effectiveness set forth in such resolution, in which event the right to exercise will not terminate at the time and date originally set for such termination by the Board of Directors of the Company. Promptly after the Rights are redeemed, or any the Company shall give notice of such redemption to the directors on the Board of Directors of the Company, to any liability to Rights Agent and the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) then outstanding Rights by mailing such notice in accordance with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonSection 26.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each any class or series of Common Shares or of any other class of capital stock Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Voting Stock of which any Person is the Beneficial OwnerOwner (or the particular percentage of Voting Power if such shares of Voting Stock represented by shares of Voting Stock Beneficially Owned by such Person), shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date of this Agreement) under hereof. Except as otherwise specifically provided herein, the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, Company or any of the directors on the Board of Directors of the Company, member thereof to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the . (b) The Board of Directors Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the power to set its own agenda and to retain at the expense of the Company its choice of legal counsel, investment bankers and other advisors. The Board of Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall not be entitled have the authority to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares review all information of the Company reject and to consider any Qualifying Offer and all factors they deem relevant to an evaluation of whether this Agreement should be modified or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall should be fully protected and incur no liability in reliance thereonredeemed.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Company Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Company Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date of this Agreement) under hereof. Except as otherwise specifically provided herein, the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement Agreement, and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination whether to redeem or not redeem the Rights rights or to amend this Agreement and whether any proposed amendment adversely affects the Agreementinterest of the holders of Rights Certificates). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, member thereof to any liability to the holders of the Rights. Without limiting . (b) The Three-Year Independent Director Evaluation Committee (the foregoing, nothing contained herein shall be construed to suggest or imply that “TIDE Committee”) (as described below) of the Board of Directors shall review and evaluate this Agreement in order to consider whether the maintenance of this Agreement continues to be in the best interests of the Company shall not and its stockholders, at least once every three years. Following each such review, the TIDE Committee will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Agreement should be entitled to reject any Qualifying Offer modified or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares the Rights should be redeemed. (c) The members of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that TIDE Committee shall be appointed by the Board of Directors and comprised of the Company determines in good faith is necessary or appropriate in the exercise members of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors who are not officers, employees or Affiliates of the Company. The TIDE Committee shall have the power to set its own agenda and to retain, at the expense of the Company, independent legal, accounting or other professional consultants selected by the TIDE Committee, for any matters relating to the purpose of the TIDE Committee. The Company shall cause its employees to make themselves available to cooperate with the TIDE Committee for any matters related to its purpose. The TIDE Committee shall have the authority to review all information of the Company acted in good faith and shall be fully protected to consider any and incur no liability in reliance thereonall factors they deem relevant to an evaluation of whether to maintain or modify the Agreement or redeem the Rights.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement) under the Exchange Acthereof. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights Rights, to declare that a Person is an Adverse Person, or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing. (b) For purposes of this Agreement, nothing contained herein shall any determination to be construed to suggest or imply that made by the Board of Directors of the Company shall not may be entitled made by a duly constituted committee thereof if so authorized to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that act by the Board of Directors of pursuant to the Company determines Company's Bylaws, and in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always such circumstances any reference to assume the Board of Directors of the Company acted in good faith and herein shall be fully protected and incur no liability in reliance thereondeemed to include a reference to such committee.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence provisions of Rule 13d-3(d)(1)(i) (of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement) under the Exchange Acthereof. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Rights, as such, and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoingThe fact that any determination or failure to make a determination hereunder may provide or fail to provide benefits to shareholders, nothing contained herein shall be construed to suggest holders of Rights or imply that to members of the Board of Directors of the Company shall not in itself be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders deemed an absence of Common Shares good faith on the part of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement Board of any litigation and the submission Directors. No member of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary shall be personally liable for any act or appropriate omission in the exercise making or not making of its fiduciary dutiesany determination under this Agreement. The Rights Agent is entitled always Board shall be authorized to assume appoint a Committee and delegate to it the authority to exercise the power and authority of the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonunder this Agreement.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Company Securities outstanding at any particular time, including for purposes of determining the particular percentage amount of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Person’s Beneficial OwnerOwnership, shall be made in accordance with with, as the Board of Directors deems to be applicable, the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange ActAct or the provisions of Section 382 of the Code and the Treasury Regulations promulgated thereunder. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, including the right and power to (ia) interpret the provisions of this Agreement and (iib) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or exchange or not to redeem or exchange the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Company Securities or the Rights.” 8. Without limiting Exhibit C of the foregoing, nothing contained herein shall be construed Agreement (Summary of Terms) is hereby amended such that (A) in paragraphs (1) and (2) of footnote 2 (i) references to suggest 15% are changed to “5%” and (ii) references to “Company’s Common Stock” or imply that “Company’s Stock” are changed to “Company Securities”; and (B) the Board first paragraph under the heading “Flip-In” is hereby amended and replaced in its entirety as follows: “If any person or group of Directors affiliated or associated persons (an “Acquiring Person”) becomes the beneficial owner of 5% or more of the Company shall not be entitled to reject any Qualifying Offer Securities outstanding as of the opening of business on the Amendment Date (other than as a result of repurchases of stock by the Company or any other tender offer or other acquisition proposal, or to recommend that certain inadvertent actions and excluding certain holders of Common Shares more than 5% of the Company reject Securities as of the opening of business on the Amendment Date who do not acquire any Qualifying Offer or additional Company Securities after that date that would cause such holders to exceed their percentage ownership of Company Securities as of the opening of business on the Amendment Date), then, after the Distribution Date, each Right (other than Rights beneficially owned by the Acquiring Person and certain affiliated persons) will entitle the holder to purchase, for the Purchase Price, a number of shares of the Common Stock having a market value of twice the Purchase Price.” 9. A new Exhibit D (Divestiture Guidelines) shall be added to the Agreement in the form attached hereto. 10. The terms and provisions of this Amendment shall terminate and be of no further force and effect on the earlier of (i) the date immediately following the date of the Company’s 2009 annual meeting of stockholders and (ii) August 31, 2009. 11. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts to be made and performed entirely within such State. 12. This Amendment may be executed in any other tender offer or other acquisition proposalnumber of counterparts and each of such counterparts shall for all purposes be deemed an original, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and all such counterparts shall together constitute one and the submission of additional same instrument. 13. Except as expressly set forth herein, this Amendment shall not by implication or alternative offers otherwise alter, modify, amend or other proposals) with respect to in any Qualifying Offer or way affect any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary terms, conditions, obligations, covenants or appropriate agreements contained in the exercise Agreement, all of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted which are ratified and affirmed in good faith all respects and shall be fully protected continue in full force and incur no liability effect. 14. Capitalized terms used herein but not defined shall have the meanings given to them in reliance thereonthe Agreement.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Rights Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including without limitation for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the General Rules and Regulations under the Exchange Act as in effect on the date hereof as modified by the definitions of this Agreement) under the Exchange ActBeneficial Owner and Beneficial Ownership herein. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Rights Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreementthis Rights Agreement as provided in Section 27 above). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Rights, as such, and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein The Rights Agent shall be construed entitled to suggest or imply rely, and fully protected in such reliance, on the assumption that the Board of Directors of the Company shall not be entitled to reject has acted in good faith in connection with any Qualifying Offer determination or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that by the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonhereunder.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of a majority of the members of the Board of Directors of the Company) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of a majority of the members of the Board of Directors of the Company) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or and immunities of the Rights Agent under this AgreementAgent, all such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of a majority of the members of the Board of Directors of the Company) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, Company to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Company’s Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this AgreementRights Plan, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement Rights Plan and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this AgreementRights Plan, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Rights Plan and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement Rights Plan (including a determination to redeem or not redeem the Rights, to exchange the Rights or to amend the Agreementor supplement this Rights Plan). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting The Board may at any time and from time to time (and upon the foregoingoccurrence of a Triggering Event shall forthwith) establish and set aside one or more funds (in such amount or amounts as the Board shall deem necessary or desirable), nothing contained herein shall be construed whether in trust, escrow or other segregated accounts (regardless of whether any such fund is combined for administrative purposes with any other fund or funds established by the Company, for the purpose of assuring that adequate resources are available to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposalenable them to carry out their prescribed functions, and to maintain their authority and powers, under this Agreement, or to recommend that holders of Common Shares fulfill their fiduciary obligations to the shareholders of the Company reject any Qualifying Offer Company. Without limiting the generality of the statement of purposes contained in the next preceding sentence, the fund or any other tender offer or other acquisition proposalfunds so established shall, on demand of a majority of the Directors, be made available to the Board for the purposes of (i) seeking affirmatively to establish, or to take any other action (defend, the validity of this Agreement, including, without limitation, this Section 28, and (ii) seeking affirmatively to establish, or to defend, the commencement, prosecution, defense or settlement validity and/or propriety of any litigation action taken (or omitted to be taken) by the Board pursuant to this Agreement, the Certificate of Incorporation or the Bylaws or applicable provisions of the Delaware General Corporation Law. The establishment by the Board, and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that utilization by the Board of Directors, of any fund or funds established pursuant to this paragraph shall be separate and apart from, and shall not detract from, diminish or otherwise affect adversely, any rights or protections afforded, conferred or given to the Company's Directors pursuant to the Certificate of Incorporation of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonBylaws.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock the Company outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of the Company of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act; provided, however, that the number of Common Shares of the Company outstanding at any particular time will include the aggregate number of Common Shares of the Company issuable upon exchange of all Exchangeable Shares and issuable upon conversion of all Common Voting Equivalents outstanding at that particular time. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company Board, or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting .” The undersigned officer of the foregoingCompany, nothing contained herein shall be construed to suggest or imply that the Board of Directors being an appropriate officer of the Company shall not be entitled and authorized to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares do so by resolution of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement board of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors directors of the Company determines in good faith is necessary or appropriate in Company, hereby certifies to the exercise of its fiduciary duties. The Rights Agent that this Amendment is entitled always to assume in compliance with the Board terms of Directors Section 27 of the Company acted Agreement. This Amendment may be executed in good faith and any number of counterparts, each of which shall be fully protected deemed an original, and incur no liability in reliance thereonall of which together shall constitute one instrument.

Determinations and Actions by the Board of Directors, etc. For ---------------------------------------------------------- all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act, except in such instances where a calculation is to be made on a "fully diluted basis," in which case the total number of shares outstanding shall include shares subject to any outstanding options, warrants or other securities convertible into or exchangeable for Common Stock (other than the Rights). The Subject to the last sentence of this Section 29, the Board of Directors of the Company (with, where specifically provided for herein, the concurrence of those directors who are not certain Persons or nominees, representatives, Affiliates or Associates of certain Persons) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, the concurrence of Directors those directors who are not certain Persons or nominees, representatives, Affiliates or Associates of the Company certain Persons) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board (with, where specifically provided for herein, the concurrence of Directors of the Company such directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoingExcept as otherwise provided by law, nothing contained herein shall be construed to suggest or imply that the Board of Directors may designate a committee of not less than 3 directors to exercise its power and authority to administer this Agreement (subject in all cases, where required under this Agreement, to the Company shall concurrence of those directors who are not be entitled to reject any Qualifying Offer nominees, representatives, Affiliates or any other tender offer or other acquisition proposal, or to recommend that holders Associates of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereoncertain Persons).

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not to redeem the Rights pursuant to Section 23 hereof or to supplement or amend the AgreementAgreement and whether any proposed supplement or amendment adversely affects the interests of the holders of Right Certificates and comports with the requirements of Section 28 hereof or to find or to announce publicly that any Person has become an Acquiring Person). Without limiting any For all purposes of the rights or immunities of the Rights Agent under this Agreement, all any calculation of the number of shares of Common Stock or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, including for purposes purpose of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, Company or any of the directors on the Board of Directors of the Company, director to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to (i) interpret the provisions of this Agreement and (iib) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination with respect to redeem the redemption or not redeem exchange of the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (yii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall (xi) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties Persons, and (yii) not subject the Board of Directors of the Company, Company or any of the directors on the Board of Directors of the Company, member thereof to any liability to the holders of the Rights. Without limiting The Rights Agent is entitled always to assume the foregoing, nothing Company’s Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon. Nothing contained herein in this Agreement shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Qualified Offer or any other tender offer or other acquisition proposal, or to recommend that the holders of Common Shares of the Company reject any Qualifying Qualified Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Qualified Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith believes is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Rights Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Except as otherwise provided for herein, the Board of Directors of the Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company Board, or to the Company, or as may be necessary or advisable in the administration of this Rights Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the Rights or to amend the AgreementRights Agreement in accordance with Section 27 hereof). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent (except with respect to any dispute concerning the Rights Agent’s own rights, duties, obligations or immunities under this Rights Agreement), the holders of the Rights Certificates and all other parties and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Company’s Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power power, authority and authority discretion to administer this Agreement and to exercise all rights and powers specifically granted to the such Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights or Rights, to amend the AgreementAgreement or to find or to announce publicly that any Person has become an Acquiring Person). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause clauses (yi) and (iii) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith or the Company (i) shall be within the discretion of the Board of Directors, (xii) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties parties, and (yiii) shall not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, Company to any liability to the holders of the RightsRights and Right Certificates. Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled (subject to reject the last sentence of Section 27) to oppose any Qualifying Qualified Offer or any other tender or exchange offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Qualified Offer or any other tender or exchange offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Qualified Offer or any other tender or exchange offer or other acquisition proposal that the Board of Directors of the Company determines in good faith believes is necessary or appropriate in the exercise of its such fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonduty.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company Directors, except as otherwise specifically provided for herein, shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, limitation the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith shall faith, (x) shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Stock) and all other parties parties, and (y) shall not subject the Board of Directors of the Company, or any member of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting Any provision in this Agreement to the foregoingcontrary notwithstanding, nothing contained herein shall be construed to suggest or imply that for a period of one-hundred eighty (180) days from and after the date hereof, and for a period of one- hundred eighty (180) days from and after the time at which any Person becomes an Acquiring Person, the Board of Directors of the Company shall not be entitled empowered to reject take or approve any Qualifying Offer action or exercise any other tender offer rights or other acquisition proposalpowers hereunder, or to recommend that holders of Common Shares of including without limitation causing the Company reject any Qualifying Offer to redeem Rights, unless at the time such action is approved or any other tender offer taken or other acquisition proposal, such rights or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that powers are exercised by the Board of Directors a majority of the Company determines in good faith is necessary or appropriate in the exercise members of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors are Continuing Directors and the action or exercise is approved by a majority of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonsuch Continuing Directors.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, the Board of Directors acting by a specified majority or supermajority of the Board of Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company (or, where specifically provided for herein, the Board of Directors acting by a specified majority or supermajority of the Company or to the CompanyBoard of Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board (or, where specifically provided for herein, by the Board of Directors acting by a specified majority or supermajority of the Company Boar of Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares Stock or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and Agreement, (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement)) and (iii) accelerate the Final Termination Date in accordance with Section 7(a) hereof. Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing Notwithstanding anything contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitationcontrary, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume that the Company’s Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this AgreementRights Plan, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (where specifically provided for herein, by the requisite vote and/or with the approval of Independent Directors (where a Majority Director Vote is required)) shall have the exclusive power and authority to administer this Agreement Rights Plan and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, the approval of Independent Directors of the Company (where a Majority Director Vote is required)) or to the Company, or as may be necessary or advisable in the administration of this AgreementRights Plan, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Rights Plan and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement Rights Plan (including a determination to redeem or not redeem the Rights, to exchange the Rights or to amend the Agreementor supplement this Rights Plan). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board (with, where specifically provided for herein, the approval of Independent Directors of the Company (where a Majority Director Vote is required)) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and (y) not subject the Board of or the Independent Directors of the Company, or any of the directors on the Board of Directors of the Company, (if applicable) to any liability to the holders of the Rights. Without limiting The Board may at any time and from time to time (and upon the foregoingoccurrence of a Triggering Event shall forthwith) establish and set aside one or more funds (in such amount or amounts as the Board shall deem necessary or desirable), nothing contained herein shall be construed whether in trust, escrow or other segregated accounts (regardless of whether any such fund is combined for administrative purposes with any other fund or funds established by the Company, for the purpose of assuring that adequate resources are available to suggest or imply that the Board of Directors of (or Independent Directors, as the Company shall not be entitled case may be), to reject any Qualifying Offer or any other tender offer or other acquisition proposalenable them to carry out their prescribed functions, and to maintain their authority and powers, under this Agreement, or to recommend that holders of Common Shares fulfill their fiduciary obligations to the shareholders of the Company reject any Qualifying Offer Company. Without limiting the generality of the statement of purposes contained in the next preceding sentence, the fund or any other tender offer funds so established shall, on demand of a majority of the Board or other acquisition proposalIndependent Directors, be made available to the Board (including Independent Directors) for the purposes of (i) seeking affirmatively to establish, or to take any other action (defend, the validity of this Agreement, including, without limitation, this Section 28, and (ii) seeking affirmatively to establish, or to defend, the commencement, prosecution, defense or settlement validity and/or propriety of any litigation action taken (or omitted to be taken) by the Board (including Independent Directors) pursuant to this Agreement, the Certificate of Incorporation or the Bylaws or applicable provisions of the Delaware General Corporation Law. The establishment by the Board, and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that utilization by the Board of Directors (or Independent Directors, as the case may be), of any fund or funds established pursuant to this paragraph shall be separate and apart from, and shall not detract from, diminish or otherwise affect adversely, any rights or protections afforded, conferred or given to the Company's Directors (including the Independent Directors) pursuant to the Certificate of Incorporation or Bylaws of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonCompany.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, but not limited to, a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculationscalcula--_, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing. (b) For purposes of this Agreement, nothing contained herein shall any determination to be construed to suggest or imply that made by the Board of Directors of the Company shall not may be entitled made by a duly constituted committee thereof if so authorized to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that act by the Board of Directors of pursuant to the Company determines Company's Bylaws, and in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always such circumstances any reference to assume the Board of Directors of the Company acted in good faith and herein shall be fully protected and incur no liability in reliance thereondeemed to include a reference to such committee.

Determinations and Actions by the Board of Directors, etc. For all purposes of this AgreementRights Plan, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (where specifically provided for herein, by the requisite vote and/or with the approval of Independent Directors (where a Majority Director Vote is required)) shall have the exclusive power and authority to administer this Agreement Rights Plan and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, the approval of Independent Directors of the Company (where a Majority Director Vote is required)) or to the Company, or as may be necessary or advisable in the administration of this AgreementRights Plan, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Rights Plan and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement Rights Plan (including a determination to redeem or not redeem the Rights, to exchange the Rights or to amend the Agreementor supplement this Rights Plan). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board (with, where specifically provided for herein, the approval of Independent Directors of the Company (where a Majority Director Vote is required)) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and (y) not subject the Board of or the Independent Directors of the Company, or any of the directors on the Board of Directors of the Company, (if applicable) to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (or, where specifically provided for herein, the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of Board, or the Company or to (or, where specifically provided for herein, the CompanyContinuing Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of (or, where specifically provided for herein, the Company Continuing Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties Persons and (y) not subject the Board of or the Continuing Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled to always to assume that the Company's Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each any class or series of Common Shares or of any other class of capital stock Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Voting Stock of which any Person is the Beneficial OwnerOwner (or the particular percentage of Voting Power if such shares of Voting Stock represented by shares of Voting Stock Beneficially Owned by such Person), shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date of this Agreement) under hereof. Except as otherwise specifically provided herein, the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, Company or any of the directors on the Board of Directors of the Company, member thereof to any liability to the holders of the Rights. Without limiting . (b) It is understood that the foregoing, nothing contained herein shall be construed to suggest or imply that TIDE Committee (as described below) of the Board of Directors shall review and evaluate this Agreement in order to consider whether the maintenance of this Agreement continues to be in the best interests of the Company, its stockholders and other relevant constituencies of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposalat least once every three years, or sooner than that if any Person shall have made a proposal to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposalits stockholders, or to take taken any other action (includingthat, without limitationif effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the TIDE Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the commencementTIDE Committee shall communicate its conclusions to the full Board of Directors, prosecution, defense including any recommendation in light thereof as to whether this Agreement should be modified or settlement the Rights should be redeemed. The TIDE Committee shall be comprised of any litigation and the submission members of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors who are not officers, employees or Affiliates of the Company determines in good faith is necessary or appropriate in and shall be the exercise Corporate Governance Committee of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors (or any successor committee) as long as the members of such committee meet such requirements. (c) The TIDE Committee and the Board of Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the power to set their own agenda and to retain at the expense of the Company acted in good faith their choice of legal counsel, investment bankers and other advisors. The TIDE Committee and the Board of Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the authority to review all information of the Company and to consider any and all factors they deem relevant to an evaluation of whether this Agreement should be fully protected and incur no liability in reliance thereonmodified or the Rights should be redeemed.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement) under the Exchange Acthereof. The Board of Directors of the Company (with, where specifically provided for herein, the concurrence of the disinterested Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors (with, where specifically provided for herein, the concurrence of the Company disinterested Directors) or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, including without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors (with, where specifically provided for herein, the concurrence of the Company disinterested Directors) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of or the Company, or any of the directors on the Board of disinterested Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoingFurther, nothing contained herein in this Agreement shall be construed deemed to suggest or imply that impose on the Board of Directors or the Company any obligation to approve a tender offer, merger, acquisition or other similar proposal by or from a Person even though the terms of such proposal may be fair to stockholders of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonCompany.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(l)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Board of Directors or the Continuing Directors, as the case may be (with, where specifically provided for herein, the concurrence of the Company Continuing Directors or Outside Directors, as the case may be), shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Continuing Directors, as the case may be (with, where specifically provided for herein, the concurrence of the Company Continuing Directors or Outside Directors, as the case may be), or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights Rights, to declare that a Person is an Adverse Person or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations de terminations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors or the Continuing Directors, as the case may be (with, where specifically provided for herein, the concurrence of the Company Continuing Directors or Outside Directors, as the case may be), in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of or the Continuing Directors of the Company, or any of the directors on the Board of Outside Directors of the Company, to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (as in effect on the date of this Agreement) under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of or the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including including, without limitation, a determination to redeem or not redeem the Rights or to amend the Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, whether a Person is an Acquiring Person and whether any proposed amendment adversely affects the interests of the holders of Right Certificates). For all purposes of this Agreement, any calculation of the number of Common Shares or other securities outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) under the Exchange Act as in effect on the date of this Agreement. All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Right Certificates and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the RightsRight Certificates. Without limiting the foregoing, nothing contained herein The Rights Agent shall always be construed entitled to suggest or imply assume that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(l)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act. The Except as otherwise explicitly provided in this Agreement, the Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Company's Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreementthis Agreement and a determination of whether there is an Acquiring Person). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, or any of the directors on the Board of Directors of the Company, to any liability to the holders of the Rights. The Rights Agent shall always be entitled to assume that the Company's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon. (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company Stock reject any Qualifying Offer or any other tender offer or other acquisition proposaloffer, or to take any other action (including, without limitation, including the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith believes is necessary or appropriate in the exercise of its such fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereonduty.

Determinations and Actions by the Board of Directors, etc. (a) For all purposes of this Agreement, any calculation of the number of shares of each any class or series of Common Shares or of any other class of capital stock Voting Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Voting Stock of which any Person is the Beneficial OwnerOwner (or the particular percentage of Voting Power if such shares of Voting Stock represented by shares of Voting Stock Beneficially Owned by such Person), shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) (of the Exchange Act Regulations as in effect on the date of this Agreement) under hereof. Except as otherwise specifically provided herein, the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) to interpret the provisions of this Agreement and (ii) to make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the this Agreement). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company, Company or any of the directors on the Board of Directors of the Company, member thereof to any liability to the holders of the Rights. (b) It is understood that the TIDE Committee (as described below) of the Board of Directors shall review and evaluate this Agreement in order to consider whether the maintenance of this Agreement continues to be in the best interests of the Company, its stockholders and other relevant constituencies of the Company at least annually, or sooner than that if any Person shall have made a proposal to the Company or its stockholders, or taken any other action that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the TIDE Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Without limiting Following each such review, the foregoingTIDE Committee shall communicate its conclusions to the full Board of Directors, nothing contained herein including any recommendation in light thereof as to whether this Agreement should be modified or the Rights should be redeemed. The TIDE Committee shall be construed comprised of members of the Board of Directors who are not officers, employees or Affiliates of the Company and shall be the Corporate Governance Committee of the Board of Directors (or any successor committee) as long as the members of such committee meet such requirements. (c) The TIDE Committee and the Board of Directors, when considering whether this Agreement should be modified or the Rights should be redeemed, shall have the power to suggest set their own agenda and to retain at the expense of the Company their choice of legal counsel, investment bankers and other advisors. The TIDE Committee and the Board of Directors, when considering whether this Agreement should be modified or imply the Rights should be redeemed, shall have the authority to review all information of the Company and to consider any and all factors they deem relevant to an evaluation of whether this Agreement should be modified or the Rights should be redeemed. (d) In the event the Company, not earlier than 90 Business Days nor later than 120 Business Days following the commencement of a Qualified Offer, which has not been terminated prior thereto and which continues to be a Qualified Offer, receives a written notice complying with the terms of this Section 29(d) (the “Special Meeting Notice”) that is properly executed by the holders of record (or their duly authorized proxy) of ten percent (10%) of the shares of Common Stock then outstanding directing the Board of Directors of the Company to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”) a resolution authorizing the redemption of all, but not less than all, of the then outstanding Rights at the Redemption Price (the “Redemption Resolution”), then the Board of Directors of the Company shall not take such actions as are necessary or desirable to cause the Redemption Resolution to be entitled submitted to reject any Qualifying Offer or any other tender offer or other acquisition proposala vote of stockholders, or by including a proposal relating to recommend that holders adoption of Common Shares the Redemption Resolution in the proxy materials of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitationfor the Special Meeting. For purposes of a Special Meeting Notice, the commencementrecord date for determining eligible holders of record shall be the 90th Business Day following the commencement of a Qualified Offer. Any Special Meeting Notice must be delivered to the Secretary of the Company at the principal executive offices of the Company and must set forth as to the stockholders of record executing the request (x) the name and address of such stockholders, prosecutionas they appear on the Company’s books and records, defense or settlement (y) the class and number of any litigation shares of Common Stock which are owned of record by each of such stockholders, and (z) in the submission case of additional or alternative offers or other proposals) with respect Common Stock that is owned beneficially by another Person, an executed certification by the holder of record that such holder has executed such Special Meeting Notice only after obtaining instructions to any Qualifying Offer or any other tender offer or other acquisition proposal that do so from such beneficial owner. Subject to the requirements of applicable law, the Board of Directors of the Company may take a position in favor of or opposed to the adoption of the Redemption Resolution, or no position with respect to the Redemption Resolution, as it determines in good faith is necessary or to be appropriate in the exercise of its fiduciary duties. The Rights Agent In the event that no Person has become an Acquiring Person prior to the redemption date referred to in this Section, and the Qualified Offer continues to be a Qualified Offer and either (i) the Special Meeting is entitled always not held on or prior to assume the 90th Business Day following receipt of the Special Meeting Notice, or (ii) if, at the Special Meeting, the holders of a majority of the shares of Common Stock outstanding as of the record date for the Special Meeting selected by the Board of Directors of the Company acted shall vote in good faith and favor of the Redemption Resolution, then all of the Rights shall be fully protected deemed redeemed by such failure to hold the Special Meeting or as a result of such stockholder action, as the case may be, at the Redemption Price, or the Board of Directors shall take such other action as would prevent the existence of the Rights from interfering with the consummation of the Qualified Offer, effective either (i) as of the Close of Business on the 90th Business Day following receipt of the Special Meeting Notice if a Special Meeting is not held on or prior to such date or (ii) as of the date on which the results of the vote on the Redemption Resolution at the Special Meeting are certified as official by the appointed inspectors of election for the Special Meeting, as the case may be. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights pursuant to Section 23 or the effectiveness of such redemption pursuant to Section 29(d) (or, if the resolution of the Board of Directors electing to redeem the Rights pursuant to Section 23(d) states that the redemption will not be effective until the occurrence of a specified future time or event, upon the occurrence of such future time or event), without any further action and incur no liability without any notice, the right to exercise the Rights will terminate and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price in reliance thereoncash or securities, as determined by the Board of Directors; provided, however, that such resolution of the Board of Directors of the Company pursuant to Section 23 may be revoked, rescinded or otherwise modified at any time prior to the time and date of effectiveness set forth in such resolution, in which event the right to exercise will not terminate at the time and date originally set for such termination by the Board of Directors of the Company. Promptly after the Rights are redeemed, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice in accordance with Section 26.

Determinations and Actions by the Board of Directors, etc. For all purposes of this AgreementPlan, any calculation of the number of shares of each class of Common Shares or of any other class of capital stock Stock outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding voting power or such outstanding shares of Common Shares Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i13d-3(d)(l)(i) (as in effect on of the date of this Agreement) General Rules and Regulations under the Exchange Act, subject in all events to the provisions of Section l(e) hereof including specifically, the last proviso thereof. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof shall have the exclusive power and authority to administer this Agreement Plan and to exercise all rights and powers specifically granted to the Board of Directors of the Company (or, as set forth herein, certain specified members thereof) or to the Company, or as may be necessary or advisable in the administration of this AgreementPlan, including, without limitation, the right and power to (i) interpret the provisions of this Agreement Plan, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement Plan (including but not limited to a determination to redeem or not redeem the Rights or Rights, to consent to a transaction in which a Person becomes an Acquiring Person, to amend the AgreementPlan or to remit the Substitute Consideration or Spread payable). Without limiting any of the rights or immunities of the Rights Agent under this Agreement, all All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that which are done or made by the Board of Directors of the Company (or, as set forth herein, certain specified members thereof) in good faith faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors of the Company(or, or any of the directors on the Board of Directors of the Companyas set forth herein, certain specified members thereof) to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors of the Company shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of Common Shares of the Company reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board of Directors of the Company determines in good faith is necessary or appropriate in the exercise of its fiduciary duties. The Rights Agent is entitled always to assume the Board of Directors of the Company acted in good faith and shall be fully protected and incur no liability in reliance thereon.