Common use of Nomination and Election of Directors Clause in Contracts

Nomination and Election of Directors. It is the Parties’ intent that, immediately following the 2015 Annual Meeting, the following individuals (or their replacement if any of them is unable or unwilling to serve as a director, resigns as a director or is removed as a director, all in accordance with this Agreement, to the extent applicable) will serve in the following classes of the Board: Class III (whose terms of office will expire at the Annual Meeting of Stockholders in 2016) Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx and Xxx Xxxxx Class I (whose terms of office will expire at the Annual Meeting of Stockholders in 2017) Xxxxx X. Xxxx, Xxxxxx X. Xxxxx and the Additional Starboard Nominee Class II (whose terms of office will expire at the Annual Meeting of Stockholders in 2018) Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx In furtherance of the foregoing, the Parties have agreed as follows: (i) Immediately after the execution of this Agreement, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to (1) set the size of the Board at ten (10) members, (2) appoint Xxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx (together, the “Current Starboard Nominees”) as directors of the Company and (3) subject to limitations set forth in Section 1(c), appoint at least one Current Starboard Nominee to each committee and subcommittee of the Board. Xxxxx X. Xxxx shall be appointed as a Class I director with a term expiring at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”), and Xxxxxx X. Xxxxxxxx (the “2015 Starboard Nominee”) shall be appointed as a Class II director with a term expiring at the 2015 Annual Meeting. After the appointment of the Current Starboard Nominees in accordance with this Section 1(a)(i) and prior to the appointment of the Additional Starboard Nominee in accordance with Section 1(a)(ii), the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than ten (10) directors or (ii) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board members serve, in each case without the prior written consent of Starboard. (ii) In addition to the Current Starboard Nominees, Starboard shall have the right to nominate an additional nominee to serve as a Class I director of the Company with a term expiring at the 2017 Annual Meeting (such director, the “Additional Starboard Nominee” and together with the Current Starboard Nominees, the “Starboard Nominees”) subject to the procedures set forth in this Section 1(a)(ii). Starboard shall submit two (2) nominees for the Additional Starboard Nominee which nominees shall each meet the Director Criteria (as defined below). Within five (5) business days after (i) each such nominee has submitted to the Company the documentation required by Section 1(d)(v) herein and (ii) representatives of the Company’s Board have conducted customary interview(s) of each such nominee, the Nominating and Corporate Governance Committee (the “Nominating Committee”) shall recommend one of such nominees (or, if the Nominating Committee so determines, one of the two persons proposed by Starboard prior to the date of this Agreement) as the Additional Starboard Nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in the prior sentence as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of the two nominees for the Additional Starboard Nominee. Within five (5) calendar days of such recommendation, the Board shall take all necessary actions to (1) set the size of the Board at eleven (11) members, (2) appoint the Additional Starboard Nominee as a Class I director with a term expiring at the 2017 Annual Meeting and (3) subject to limitations set forth in Section 1(c), appoint the Additional Starboard Nominee to any committee and subcommittee of the Board from which any of the Current Starboard Nominees resign. After the appointment of the Additional Starboard Nominee in accordance with this Section 1(a)(ii) and prior to the 2015 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than eleven (11) directors or (ii) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board members serve, in each case without the prior written consent of Starboard. (iii) Prior to the mailing of its definitive proxy statement for the 2015 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to nominate the 2015 Starboard Nominee for election to the Board at the 2015 Annual Meeting as a Class II director with a term expiring at the 2018 annual meeting of stockholders (the “2018 Annual Meeting”). The Board and all applicable committees and subcommittees of the Board shall also take all action necessary so that at the 2015 Annual Meeting, the Board shall also nominate (1)

Nomination and Election of Directors. It is the Parties’ intent that, immediately following the 2015 Annual Meeting, the following individuals (or their replacement if any The Board of them is unable or unwilling to serve as a director, resigns as a director or is removed as a director, all in accordance with this Agreement, to the extent applicable) will serve in the following classes Directors of the Board: Class III (whose terms of office Company will expire at the Annual Meeting of Stockholders in 2016) Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx be nominated and Xxx Xxxxx Class I (whose terms of office will expire at the Annual Meeting of Stockholders in 2017) Xxxxx X. Xxxx, Xxxxxx X. Xxxxx and the Additional Starboard Nominee Class II (whose terms of office will expire at the Annual Meeting of Stockholders in 2018) Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx In furtherance of the foregoing, the Parties have agreed elected as follows: (ia) Immediately after The members of the execution Executive Group and the TCI Group will hold all Shares held by them now or in the future subject to, and will vote their Shares in accordance with, the provisions of this Agreement, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to (1) set the size of the Board at ten (10) members, (2) appoint Xxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx (together, the “Current Starboard Nominees”) as directors of the Company and (3) subject to limitations set forth in Section 1(c), appoint at least one Current Starboard Nominee to each committee and subcommittee of the Board. Xxxxx X. Xxxx shall be appointed as a Class I director with a term expiring at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”), and Xxxxxx X. Xxxxxxxx (the “2015 Starboard Nominee”) shall be appointed as a Class II director with a term expiring at the 2015 Annual Meeting. After the appointment of the Current Starboard Nominees in accordance with this Section 1(a)(i) and prior to the appointment of the Additional Starboard Nominee in accordance with Section 1(a)(ii), the Board and all applicable committees and subcommittees of the Board shall not 4.2. (i) increase (x) if the size Board consists of five directors, two designees of the Board to more than ten Executive, (10y) directors or (ii) other than in accordance with Section 1(a)(iii), seek to change the classes on which if the Board members serveconsists of seven directors, in each case without three designees of the prior written consent Executive, and (z) if the Board consists of Starboard.nine directors, four designees of the Executive, and (ii) In addition The number of designees of the TCI Group equal to the Current Starboard Nominees, Starboard shall have number of directors remaining to be elected after giving effect to (i) above. The Company will furnish written notice to the right holders of Shares at least 20 days prior to nominate an additional nominee any meeting or proposed action by written consent in lieu of a meeting for the election of directors. The Executive and the TCI Group each will furnish written notice to serve as a Class I director the other no later than 10 days following receipt of the Company with Company's notice of any such meeting, or proposed action by written consent in lieu of a term expiring at meeting, of the 2017 Annual Meeting (such director, name of the “Additional Starboard Nominee” and together with the Current Starboard Nominees, the “Starboard Nominees”) subject to the procedures Nominees designated by them as set forth in this Section 1(a)(ii). Starboard shall submit two (2) nominees for the Additional Starboard Nominee which nominees shall each meet the Director Criteria (as defined below). Within five (5) business days after (i) each such nominee has submitted to the Company the documentation required by Section 1(d)(v) herein and (ii) representatives above. In the absence of such notice, the directors then serving on behalf of or previously nominated by the parties entitled to nominate will be deemed to be the Nominees of the Company’s respective person or group. (c) No party hereto shall vote to remove any member of the Board of Directors unless the designating party so votes, and if the designating party so votes then the non-designating parties shall likewise so vote. Any vacancy on the Board of Directors created by the resignation, removal, incapacity or death of any person designated under this Agreement shall be promptly filled by another person designated by the original designating party or his or its successors, or assigns. The parties hereto shall vote their respective Shares in accordance with such new designation, and any such vacancy shall not be filled in the absence of a new designation by the original designating party or parties. The Company will provide the Executive with prompt notice of any actions taken by written consent of the Board, provided that any failure to give such notice will not affect the validity of the action taken. (d) The Company covenants that it shall have conducted customary interview(sno committee of the Board of Directors without the consent of Executive. (e) of each such nominee, The TCI Group will not Transfer any Shares unless the Nominating and Corporate Governance Committee (the “Nominating Committee”) shall recommend one transferee of such nominees (or, if shares agrees in writing to become a party to this Agreement and to be bound by all the Nominating Committee so determines, one of the two persons proposed by Starboard prior to the date terms and conditions of this Agreement) as the Additional Starboard Nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in the prior sentence as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of the two nominees for the Additional Starboard Nominee. Within five (5) calendar days of such recommendation, the Board shall take all necessary actions to (1) set the size of the Board at eleven (11) members, (2) appoint the Additional Starboard Nominee as a Class I director with a term expiring at the 2017 Annual Meeting and (3) subject to limitations set forth in Section 1(c), appoint the Additional Starboard Nominee to any committee and subcommittee of the Board from which any of the Current Starboard Nominees resign. After the appointment of the Additional Starboard Nominee in accordance with this Section 1(a)(ii) and prior to the 2015 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than eleven (11) directors or (ii) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board members serve, in each case without the prior written consent of Starboard. (iii) Prior to the mailing of its definitive proxy statement for the 2015 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to nominate the 2015 Starboard Nominee for election to the Board at the 2015 Annual Meeting as a Class II director with a term expiring at the 2018 annual meeting of stockholders (the “2018 Annual Meeting”). The Board and all applicable committees and subcommittees of the Board shall also take all action necessary so that at the 2015 Annual Meeting, the Board shall also nominate (1)

Nomination and Election of Directors. It is During the Parties’ intent thatterm of this Voting ------------------------------------ Agreement, immediately following each of Xxxxxxxxxxxx and Billing agrees to vote all of the 2015 Annual Meetingshares of capital stock of the Company owned by him or it, the following individuals as applicable (whether such shares are voted at a meeting of stockholders or their replacement if any of them is unable or unwilling to serve as by written consent), in a director, resigns as a director or is removed as a director, all manner that will be in accordance with this Agreement, to the extent applicable) and will serve in effect and carry out the following classes of the Board: Class III (whose terms of office will expire at the Annual Meeting of Stockholders in 2016) Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx and Xxx Xxxxx Class I (whose terms of office will expire at the Annual Meeting of Stockholders in 2017) Xxxxx X. Xxxx, Xxxxxx X. Xxxxx and the Additional Starboard Nominee Class II (whose terms of office will expire at the Annual Meeting of Stockholders in 2018) Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx In furtherance of the foregoing, the Parties have agreed as followsprovisions: (ia) Immediately after For so long as Billing owns at least 10% of the execution issued and outstanding shares of this AgreementCommon Stock, two (2) of the members of the Board of Directors of the Company (the "Board") shall be individuals designated by Billing (the "Billing Directors") and all applicable committees and subcommittees three (3) members of the Board shall take all necessary actions be individuals designated by Xxxxxxxxxxxx (the "Xxxxxxxxxxxx Directors"). (b) In the event a Billing Director is unable to (1) set the size of serve on the Board at ten by reason of death, resignation, removal or otherwise, then a new director nominated by Billing shall be elected by the Board or by the stockholders. (10c) membersBilling shall have the sole right to cause the replacement or removal of a Billing Director by giving written notice to the Board. Upon receipt of such notice, (2) appoint Xxxxx X. Xxxx Billing, Xxxxxxxxxxxx and Xxxxxx X. Xxxxxxxx (together, the “Current Starboard Nominees”) as directors Partnership shall thereupon be obligated forthwith to vote all shares of capital stock of the Company owned by it or him to remove the Billing Director sought to be replaced and to elect a successor director designated by Billing. (3d) subject In the event a Xxxxxxxxxxxx Director is unable to limitations set forth in Section 1(c)serve on the Board by reason of death, appoint at least one Current Starboard Nominee resignation, removal or otherwise, then a new director nominated by Xxxxxxxxxxxx shall be elected by the Board or by the stockholders. (e) Xxxxxxxxxxxx shall have the sole right to each committee and subcommittee cause the replacement or removal of a Xxxxxxxxxxxx Director by giving written notice to the Board. Xxxxx X. Xxxx Upon receipt of such notice, Billing, Xxxxxxxxxxxx and the Partnership shall thereupon be appointed as a Class I director with a term expiring at the 2017 annual meeting obligated forthwith to vote all shares of stockholders (the “2017 Annual Meeting”), and Xxxxxx X. Xxxxxxxx (the “2015 Starboard Nominee”) shall be appointed as a Class II director with a term expiring at the 2015 Annual Meeting. After the appointment of the Current Starboard Nominees in accordance with this Section 1(a)(i) and prior to the appointment of the Additional Starboard Nominee in accordance with Section 1(a)(ii), the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than ten (10) directors or (ii) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board members serve, in each case without the prior written consent of Starboard. (ii) In addition to the Current Starboard Nominees, Starboard shall have the right to nominate an additional nominee to serve as a Class I director capital stock of the Company with owned by it or him to remove the Xxxxxxxxxxxx Director sought to be replaced and to elect a term expiring at the 2017 Annual Meeting (such director, the “Additional Starboard Nominee” and together with the Current Starboard Nominees, the “Starboard Nominees”) subject to the procedures set forth in this Section 1(a)(ii). Starboard shall submit two (2) nominees for the Additional Starboard Nominee which nominees shall each meet the Director Criteria (as defined below). Within five (5) business days after (i) each such nominee has submitted to the Company the documentation required successor director designated by Section 1(d)(v) herein and (ii) representatives of the Company’s Board have conducted customary interview(s) of each such nominee, the Nominating and Corporate Governance Committee (the “Nominating Committee”) shall recommend one of such nominees (or, if the Nominating Committee so determines, one of the two persons proposed by Starboard prior to the date of this Agreement) as the Additional Starboard Nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in the prior sentence as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of the two nominees for the Additional Starboard Nominee. Within five (5) calendar days of such recommendation, the Board shall take all necessary actions to (1) set the size of the Board at eleven (11) members, (2) appoint the Additional Starboard Nominee as a Class I director with a term expiring at the 2017 Annual Meeting and (3) subject to limitations set forth in Section 1(c), appoint the Additional Starboard Nominee to any committee and subcommittee of the Board from which any of the Current Starboard Nominees resign. After the appointment of the Additional Starboard Nominee in accordance with this Section 1(a)(ii) and prior to the 2015 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than eleven (11) directors or (ii) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board members serve, in each case without the prior written consent of StarboardXxxxxxxxxxxx. (iii) Prior to the mailing of its definitive proxy statement for the 2015 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to nominate the 2015 Starboard Nominee for election to the Board at the 2015 Annual Meeting as a Class II director with a term expiring at the 2018 annual meeting of stockholders (the “2018 Annual Meeting”). The Board and all applicable committees and subcommittees of the Board shall also take all action necessary so that at the 2015 Annual Meeting, the Board shall also nominate (1)

Nomination and Election of Directors. It (i) The Board shall take all necessary actions to nominate the Stadium Capital Designees and Xxxxx X. Xxxxxxx as Class A Directors at the 2015 Annual Meeting. If either of the Stadium Capital Designees is unable or unwilling to stand for election at the Parties’ intent that2015 Annual Meeting, immediately following a replacement nominee shall be chosen using the procedure outlined in Section 1(c) of this Agreement, and such replacement nominee shall be deemed a “Stadium Capital Designee” for the purposes of this Agreement. If Xx. Xxxxxxx is unable or unwilling to stand for election at the 2015 Annual Meeting, the following individuals Board will choose a replacement nominee, provided that such nominee must qualify as “independent” from the Company pursuant to the standards of the Nasdaq Stock Market (“Nasdaq”). The Stadium Capital Designees and Xx. Xxxxxxx (or their his replacement if any of them is unable or unwilling nominee) are collectively referred to serve as a director, resigns as a director or is removed as a director, all in accordance with this Agreement, to the extent applicable) will serve in the following classes of the Board: Class III (whose terms of office will expire at the Annual Meeting of Stockholders in 2016) Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx and Xxx Xxxxx Class I (whose terms of office will expire at the Annual Meeting of Stockholders in 2017) Xxxxx X. Xxxx, Xxxxxx X. Xxxxx and the Additional Starboard Nominee Class II (whose terms of office will expire at the Annual Meeting of Stockholders in 2018) Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx In furtherance of the foregoing, the Parties have agreed as follows:“2015 Slate.” (iii) Immediately after the execution Except as provided in Section 1(a)(i) of this Agreement, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to (1) set not nominate any persons other than the size of the Board at ten (10) members, (2) appoint Xxxxx X. Xxxx Stadium Capital Designees and Xxxxxx X. Xxxxxxxx (together, the “Current Starboard Nominees”) Xx. Xxxxxxx as Class A directors of the Company and (3) subject to limitations set forth in Section 1(c), appoint at least one Current Starboard Nominee to each committee and subcommittee of the Board. Xxxxx X. Xxxx shall be appointed as a Class I director with a term expiring at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”), and Xxxxxx X. Xxxxxxxx (the “2015 Starboard Nominee”) shall be appointed as a Class II director with a term expiring for election at the 2015 Annual Meeting. Except as provided in Section 1(a)(i) of this Agreement, the Company will recommend that the Company’s stockholders vote for the election of Stadium Capital Designees and Xx. Xxxxxxx, and will not make any other recommendation for any other candidate for election as director for the 2015 Annual Meeting. (iii) The Company shall use its commercially reasonable efforts to hold the 2015 Annual Meeting no later than June 12, 2015. (iv) As soon as practicable following the 2015 Annual Meeting, the Board and all committees and subcommittees of the Board shall take all actions necessary and proper to (i) expand the Board to eight (8) persons and (ii) appoint Xx. Xxxxxx X. Galvin to fill this vacancy as a new Class A Director. If for any reason Xx. Xxxxxx is unable or unwilling to serve on the Board, as soon as practicable as it is known that Xx. Xxxxxx is unable or unwilling to serve on the Board, the Nominating Committee will work with the search firm Xxxxxxx Xxxxxx to identify a pool of three (3) additional candidates who are qualified to serve as an eighth (8th) director (the “Additional Director”) based on the job specification provided by the Nominating Committee. The Company and the Stadium Capital Group will agree upon one candidate from such pool to serve as the Additional Director within ten (10) days after being provided with the list of candidates. Once the Company and the Stadium Capital Group agree upon a candidate from such pool, the Nominating Committee will recommend the Additional Director and the Board will approve the appointment to the Board of the Additional Director as soon as reasonably practicable. This process will be repeated as necessary until an Additional Director has been appointed. The Additional Director shall be independent of each of the Company, the Stadium Capital Group, the Stadium Capital Affiliates (as defined below), Xx. Xxxxxxxxxx and Engaged Capital, shall qualify as an “independent” director pursuant to the standards of Nasdaq, and shall agree to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including without limitation the Company’s Code of Business Conduct and Ethics and Xxxxxxx Xxxxxxx Policy, and to preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees to the extent not disclosed publicly by the Company. (v) After the 2015 Annual Meeting and following the appointment of the Current Starboard Nominees in accordance with this Section 1(a)(ieighth (8th) and prior to director, during the appointment of the Additional Starboard Nominee in accordance with Section 1(a)(iiStandstill Period (as defined below), the Board and all applicable committees and subcommittees of the Board shall not (ia) seek to increase the size of the Board to more than ten eight (10) directors 8) members or (iib) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board board members serve, in each case serve without the prior written consent of Starboard. the Stadium Capital Group; provided, however, that the Board may recruit potential directors or director nominees, announce retirements or departures of directors and replace retired or departed directors (ii) In addition to the Current Starboard Nominees, Starboard shall have the right to nominate an additional nominee to serve as a Class I director of the Company with a term expiring at the 2017 Annual Meeting (such director, the “Additional Starboard Nominee” and together with the Current Starboard Nominees, the “Starboard NomineesReplacement Director”) subject to the procedures set forth in this Section 1(a)(ii). Starboard shall submit two (2) nominees for the Additional Starboard Nominee which nominees shall each meet the Director Criteria (as defined below). Within five (5) business days after (i) each such nominee has submitted to the Company the documentation required by Section 1(d)(v) herein and (ii) representatives of the Company’s Board have conducted customary interview(s) of each such nominee, the Nominating and Corporate Governance Committee (the “Nominating Committee”) shall recommend one of such nominees (or, if the Nominating Committee so determines, one of the two persons proposed by Starboard prior to the date of this Agreement) as the Additional Starboard Nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in the prior sentence as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of the two nominees for the Additional Starboard Nominee. Within five (5) calendar days of such recommendation, the Board shall take all necessary actions to (1) set the size of the Board at eleven (11) members, (2) appoint the Additional Starboard Nominee as a Class I director with a term expiring at the 2017 Annual Meeting and (3) subject to limitations set forth in Section 1(c), appoint the Additional Starboard Nominee to any committee and subcommittee of the Board from which any of the Current Starboard Nominees resign. After the appointment of the Additional Starboard Nominee in accordance with this Section 1(a)(ii) and prior to the 2015 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than eleven (11) directors or (ii) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board members serve, in each case without the prior written consent of Starboard. the Stadium Capital Group so long as (iiii) Prior the Board is not increased to more than eight (8) members during the Standstill Period and (ii) any Replacement Director is appointed to the mailing of its definitive proxy statement for the 2015 Annual Meeting, the Board and all applicable committees and subcommittees same class of the Board as the departing director whom he or she replaces. The Company also agrees that any Replacement Director appointed pursuant to this Section shall take (A) meet all necessary actions director independence and other standards of Nasdaq and the Securities and Exchange Commission (the “SEC”) and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder and (B) be qualified to nominate serve as a director under the 2015 Starboard Nominee for election Delaware General Corporation Law (the “DGCL”) (clauses (A) and (B), the “Independence Conditions”). Each Replacement Director will promptly advise the Nominating Committee if he or she ceases to satisfy any of the Independence Conditions. If the Board is expanded beyond eight (8) members following the Standstill Period but prior to the Board at the 2015 Annual Meeting as a Class II director with a term expiring at the 2018 Company’s 2016 annual meeting of stockholders (the “2018 2016 Annual Meeting”), any director appointed to fill such additional seat(s) on the Board shall have a term expiring at the 2016 Annual Meeting. (vi) Each Stadium Capital Designee agrees that, at all times while serving as a member of the Board, he will satisfy the Independence Conditions set forth above. The Each Stadium Capital Designee will promptly advise the Nominating Committee if he ceases to satisfy any of the Independence Conditions. (vii) Consistent with its fiduciary duties, the Board may take such actions as it deems necessary and appropriate to ensure that all directors of the Company comply with, all policies, procedures, processes, codes, rules, standards and guidelines applicable committees to all Board members, including without limitation the Company’s Code of Business Conduct and subcommittees Ethics and Xxxxxxx Xxxxxxx Policy, as well as the confidentiality of the Company’s business and information, including discussions or matters considered in meetings of the Board shall also take all action necessary so that at or Board committees to the 2015 Annual Meeting, extent not disclosed publicly by the Board shall also nominate (1)Company.

Nomination and Election of Directors. It is the Parties’ intent that, immediately following the 2015 Annual Meeting, the following individuals (or their replacement if any of them is unable or unwilling to serve as a director, resigns as a director or is removed as a director, all in accordance with this Agreement, to the extent applicable) will serve in the following classes of the Board: Class III (whose terms of office will expire at the Annual Meeting of Stockholders in 2016) Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx and Xxx Xxxxx Class I (whose terms of office will expire at the Annual Meeting of Stockholders in 2017) Xxxxx X. Xxxx, Xxxxxx X. Xxxxx and the Additional Starboard Nominee Class II (whose terms of office will expire at the Annual Meeting of Stockholders in 2018) Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx In furtherance of the foregoing, the Parties have agreed as follows: (i) Immediately after the execution of this Agreement, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to (1) set the size of the Board at ten fourteen (1014) members, (2) appoint Xx. Xxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx (together, the “Current Starboard NomineesXxxxxxxxxxx Nominee”) as directors a director of the Company Company, which appointment will be effective immediately, and (3) appoint Mr. Mainz as a director of the Company (the “Additional Independent Director” and, together with Xxxxxxxxxxx Nominee, the “New Nominees”), which appointment will not be effective until January 1, 2016 and which appointment will be subject to limitations set forth in Section 1(cMr. Mainz’ irrevocable prior resignation from the board of directors, and all committees thereof, of that certain company previously disclosed to the Company. Prior to the mailing of its definitive proxy statement for the Company’s 2016 annual meeting of shareholders (the “2016 Annual Meeting”), appoint at least one Current Starboard the Board and all applicable committees of the Board shall nominate (i) the Xxxxxxxxxxx Nominee to each committee and subcommittee of stand for election at the Board. Xxxxx X. Xxxx shall be appointed Company’s 2016 Annual Meeting as a Class I director with a term expiring at the Company’s 2017 annual meeting of stockholders shareholders (the “2017 Annual Meeting”), ) and Xxxxxx X. Xxxxxxxx (ii) the “2015 Starboard Nominee”) shall be appointed Additional Independent Director to stand for election at the 2016 Annual Meeting as a Class II director with a term expiring at the 2015 Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”). The Company will recommend and solicit proxies for the election of the Xxxxxxxxxxx Nominee (or a Xxxxxxxxxxx Replacement Director (as defined below), if applicable) and the Additional Independent Nominee (or an Independent Replacement Director (as defined below), if applicable), at the 2016 Annual Meeting in the same manner as for the other nominees nominated by the Board at the 2016 Annual Meeting. After the appointment of the Current Starboard New Nominees in accordance with this Section 1(a)(i1(a) and prior to before the appointment reduction of the Additional Starboard Nominee Board in accordance with Section 1(a)(ii1(a)(iii), the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than ten fourteen (1014) directors or (ii) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board members serve, in each case without the prior written consent of Starboardthe Group. (i) The Xxxxxxxxxxx Nominee (or any Xxxxxxxxxxx Replacement Director, if applicable) agrees that, at all times while serving as a member of the Board, he or she (x) qualifies as “independent” pursuant to the Securities and Exchange Commission (“SEC”) and NASDAQ listing standards and (y) qualifies to serve as a director under the Washington Business Corporation Act. The Xxxxxxxxxxx Nominee (or any Xxxxxxxxxxx Replacement Director, if applicable) will promptly advise the Corporate Governance Committee in writing if he or she ceases to satisfy any of the conditions identified in the previous sentence. (ii) In addition The Additional Independent Nominee (or any Independent Replacement Director, if applicable) agrees that, at all times while serving as a member of the Board, he or she (x) qualifies as “independent” pursuant to the Current Starboard NomineesSEC and NASDAQ listing standards, Starboard shall have the right to nominate an additional nominee (y) qualifies to serve as a Class I director of under the Company with a term expiring at the 2017 Annual Meeting Washington Business Corporation Act and (such director, the “Additional Starboard Nominee” and together z) has no prior or current relationship with the Current Starboard NomineesGroup, its principals or any of its Affiliates (other than contact incident to becoming the “Starboard Nominees”) subject to the procedures set forth in this Section 1(a)(iiAdditional Independent Nominee). Starboard shall submit two The Additional Independent Nominee (2or any Independent Replacement Director, if applicable) nominees for will promptly advise the Additional Starboard Nominee which nominees shall each meet the Director Criteria (as defined below). Within five (5) business days after (i) each such nominee has submitted to the Company the documentation required by Section 1(d)(v) herein and (ii) representatives of the Company’s Board have conducted customary interview(s) of each such nominee, the Nominating and Corporate Governance Committee (the “Nominating Committee”) shall recommend one of such nominees (or, in writing if the Nominating Committee so determines, one he or she ceases to satisfy any of the two persons proposed by Starboard prior to the date of this Agreement) as the Additional Starboard Nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated conditions identified in the prior sentence as promptly as practicable, but in any case, assuming reasonable availability previous sentence. (iii) The Board and all applicable committees of the nominees, within ten (10) business days, after Starboard’s submission of the two nominees for the Additional Starboard Nominee. Within five (5) calendar days of such recommendation, the Board shall take all necessary actions to (1a) set decrease the size of the Board at eleven to thirteen (1113) members, (2) appoint members immediately following the Additional Starboard Nominee as a Class I director with a term expiring at the 2017 2016 Annual Meeting and (3b) subject to limitations set forth in Section 1(c), appoint decrease the Additional Starboard Nominee to any committee and subcommittee size of the Board from which any of to twelve (12) members immediately following the Current Starboard Nominees resign2017 Annual Meeting. After the appointment of the Additional Starboard Nominee reduction in accordance with this Section 1(a)(ii1(a)(iii) and prior to until the 2015 2017 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than eleven thirteen (1113) directors or (ii) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board members serve, in each case without the prior written consent of Starboard. the Group. After the 2017 Annual Meeting and throughout the Standstill Period (iii) Prior to the mailing of its definitive proxy statement for the 2015 Annual Meetingas defined below), the Board and all applicable committees and subcommittees of the Board shall take all not (i) increase the size of the Board to more than twelve (12) directors or (ii) seek to change the classes on which the Board members serve, in each case without the prior written consent of the Group. (iv) During the Standstill Period, if either of the New Nominees (or Xxxxxxxxxxx Replacement Director or Independent Replacement Director) is unable or unwilling to serve as a director or resigns as a director prior to the 2017 Annual Meeting (or the 2018 Annual Meeting, if the Standstill Period is extended in accordance with Section 2(a)) (in the case of the Xxxxxxxxxxx Nominee) and the 2018 Annual Meeting (in the case of the Additional Independent Nominee), and (a) so long as the Group continuously holds in the aggregate at least the lesser of five percent (5.0%) of the Company’s then outstanding Common Stock and 1,894,887 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “Minimum Ownership Threshold”), the Group shall have the ability to recommend a substitute person(s) in accordance with this Section 1(a)(iv) (any such replacement nominee for the Xxxxxxxxxxx Nominee shall be referred to as the “Xxxxxxxxxxx Replacement Director” and any such replacement nominee for the Additional Independent Nominee shall be referred to as the “Independent Replacement Director”) and (b) if at any time, the Group holds less than the Minimum Ownership Threshold, then so long as the Group continuously holds in the aggregate at least the lesser of four percent (4.0%) of the Company’s then outstanding Common Stock and 1,515,909 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “Alternative Minimum Ownership Threshold”), the Group shall have the ability to recommend an Independent Replacement Director in accordance with this Section 1(a)(iv) as a substitute for the Additional Independent Nominee. Any Xxxxxxxxxxx Replacement Director or Independent Replacement Director recommended by the Group must (w) qualify as “independent” pursuant to the SEC and NASDAQ listing standards, (x) qualify to serve as a director under the Washington Business Corporation Act, (y) possess the skills, experience, knowledge, personal attributes, business and personal background essential and necessary actions to nominate serve effectively on the 2015 Starboard Nominee for election Board and to contribute to the overall success of the Company, in each case as reasonably determined by the Corporate Governance Committee and, solely with regard to an Independent Replacement Director, (z) have no prior or current relationship with the Group, its principals or any of its Affiliates (other than contact incident to becoming the Independent Replacement Director). The Corporate Governance Committee shall make its determination and recommendation regarding whether such person so qualifies within five (5) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(b)(v) herein, (ii) representatives of the Company’s Board have conducted customary interview(s) of such nominee and (iii) the Corporate Governance Committee has completed its diligence process with regard to such nominee to its reasonable satisfaction. The Company shall use its reasonable best efforts to conduct any interview(s) and diligence contemplated in this section as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within twenty (20) business days after the Group’s submission of such nominee and such nominee’s submission of the documentation requested by Section 1(b)(v) herein. In the event the Corporate Governance Committee does not accept a substitute person recommended by the Group as the Xxxxxxxxxxx Replacement Director or Independent Replacement Director, as applicable, the Group shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Corporate Governance Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Xxxxxxxxxxx Replacement Director nominee or Independent Replacement Director nominee, as applicable, by the Corporate Governance Committee, the Board shall vote on the appointment of such Xxxxxxxxxxx Replacement Director or Independent Replacement Director, as applicable, to the Board no later than five (5) business days after the Corporate Governance Committee’s recommendation of such Xxxxxxxxxxx Replacement Director or Independent Replacement Director, as applicable; provided, however, that if the Board does not elect such Xxxxxxxxxxx Replacement Director or Independent Replacement Director, as applicable, to the Board, the Parties shall continue to follow the procedures of this Section 1(a)(iv) until a Xxxxxxxxxxx Replacement Director or Independent Replacement Director, as applicable, is elected to the Board. If a Xxxxxxxxxxx Replacement Director is identified and approved by the Board in accordance with this Section 1(a)(iv) prior to the mailing of the Company’s definitive proxy statement for the 2016 Annual Meeting, such Xxxxxxxxxxx Replacement Director shall stand for election at the 2015 2016 Annual Meeting as a Class I director with a term expiring at the 2017 Annual Meeting. If an Independent Replacement Director is identified and approved by the Board in accordance with this Section 1(a)(iv) prior to the mailing of the Company’s definitive proxy statement for the 2016 Annual Meeting, such Independent Replacement Director shall stand for election at the 2016 Annual Meeting as a Class II director with a term expiring at the 2018 annual meeting Annual Meeting. If an Independent Replacement Director is identified and approved by the Board in accordance with this Section 1(a)(iv) after the 2016 Annual Meeting but prior to the mailing of stockholders (the “Company’s definitive proxy statement for the 2017 Annual Meeting, such Independent Replacement Director shall stand for election at the 2017 Annual Meeting as a Class II director with a term expiring at the 2018 Annual Meeting”). The Upon a Xxxxxxxxxxx Replacement Director’s or an Independent Replacement Director’s appointment to the Board, the Board and all applicable committees and subcommittees of the Board shall also take all action necessary so actions to promptly appoint such Xxxxxxxxxxx Replacement Director or Independent Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s cessation of service. If at any time the Group’s aggregate beneficial ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of the Group pursuant to this Section 1(a)(iv) to participate in the recommendation of a Xxxxxxxxxxx Replacement Director to fill the vacancy caused by any such resignation of the Xxxxxxxxxxx Nominee or any Xxxxxxxxxxx Replacement Director shall automatically terminate. If at any time the Group’s aggregate beneficial ownership of Common Stock decreases to less than the Alternative Minimum Ownership Threshold, the right of the Group pursuant to this Section 1(a)(iv) to participate in the recommendation of an Independent Replacement Director to fill the vacancy caused by any such resignation of the Additional Independent Nominee or any Independent Replacement Director shall automatically terminate. Notwithstanding the foregoing, in the event that at the 2015 Group fails to comply with its obligations in Section 1(b)(iii) prior to the 2016 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the New Nominees or any Xxxxxxxxxxx Replacement Director or Independent Replacement Director for election to the Board at the 2016 Annual Meeting. (v) Promptly after their appointment to the Board pursuant to Section 1(a) in the first instance, and thereafter as necessary, and subject to the NASDAQ rules and applicable laws, the Board and all applicable committees of the Board shall also nominate take all actions necessary to appoint the Xxxxxxxxxxx Nominee as a member of the Audit/Finance Committee of the Board and the Additional Independent Nominee as a member of the Compensation Committee of the Board and such New Nominees shall serve on such committees during the Standstill Period unless otherwise agreed by the Board and such New Nominee. (1)vi) During the Standstill Period, the Board and all applicable committees of the Board shall not create any executive committee of the Board, or delegate to any existing or new committee of the Board, responsibilities substantially similar to those of an executive committee.

Nomination and Election of Directors. It (i) The Board shall take all necessary actions to nominate the Stadium Capital Designees and Dxxxx X. Xxxxxxx as Class A Directors at the 2015 Annual Meeting. If either of the Stadium Capital Designees is unable or unwilling to stand for election at the Parties’ intent that2015 Annual Meeting, immediately following a replacement nominee shall be chosen using the procedure outlined in Section 1(c) of this Agreement, and such replacement nominee shall be deemed a “Stadium Capital Designee” for the purposes of this Agreement. If Mx. Xxxxxxx is unable or unwilling to stand for election at the 2015 Annual Meeting, the following individuals Board will choose a replacement nominee, provided that such nominee must qualify as “independent” from the Company pursuant to the standards of the Nasdaq Stock Market (“Nasdaq”). The Stadium Capital Designees and Mx. Xxxxxxx (or their his replacement if any of them is unable or unwilling nominee) are collectively referred to serve as a director, resigns as a director or is removed as a director, all in accordance with this Agreement, to the extent applicable) will serve in the following classes of the Board: Class III (whose terms of office will expire at the Annual Meeting of Stockholders in 2016) Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx and Xxx Xxxxx Class I (whose terms of office will expire at the Annual Meeting of Stockholders in 2017) Xxxxx X. Xxxx, Xxxxxx X. Xxxxx and the Additional Starboard Nominee Class II (whose terms of office will expire at the Annual Meeting of Stockholders in 2018) Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx In furtherance of the foregoing, the Parties have agreed as follows:“2015 Slate.” (iii) Immediately after the execution Except as provided in Section 1(a)(i) of this Agreement, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to (1) set not nominate any persons other than the size of the Board at ten (10) members, (2) appoint Xxxxx X. Xxxx Stadium Capital Designees and Xxxxxx X. Xxxxxxxx (together, the “Current Starboard Nominees”) Mx. Xxxxxxx as Class A directors of the Company and (3) subject to limitations set forth in Section 1(c), appoint at least one Current Starboard Nominee to each committee and subcommittee of the Board. Xxxxx X. Xxxx shall be appointed as a Class I director with a term expiring at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”), and Xxxxxx X. Xxxxxxxx (the “2015 Starboard Nominee”) shall be appointed as a Class II director with a term expiring for election at the 2015 Annual Meeting. Except as provided in Section 1(a)(i) of this Agreement, the Company will recommend that the Company’s stockholders vote for the election of Stadium Capital Designees and Mx. Xxxxxxx, and will not make any other recommendation for any other candidate for election as director for the 2015 Annual Meeting. (iii) The Company shall use its commercially reasonable efforts to hold the 2015 Annual Meeting no later than June 12, 2015. (iv) As soon as practicable following the 2015 Annual Meeting, the Board and all committees and subcommittees of the Board shall take all actions necessary and proper to (i) expand the Board to eight (8) persons and (ii) appoint Mx. Xxxxxx X. Galvin to fill this vacancy as a new Class A Director. If for any reason Mx. Xxxxxx is unable or unwilling to serve on the Board, as soon as practicable as it is known that Mx. Xxxxxx is unable or unwilling to serve on the Board, the Nominating Committee will work with the search firm Sxxxxxx Xxxxxx to identify a pool of three (3) additional candidates who are qualified to serve as an eighth (8th) director (the “Additional Director”) based on the job specification provided by the Nominating Committee. The Company and the Stadium Capital Group will agree upon one candidate from such pool to serve as the Additional Director within ten (10) days after being provided with the list of candidates. Once the Company and the Stadium Capital Group agree upon a candidate from such pool, the Nominating Committee will recommend the Additional Director and the Board will approve the appointment to the Board of the Additional Director as soon as reasonably practicable. This process will be repeated as necessary until an Additional Director has been appointed. The Additional Director shall be independent of each of the Company, the Stadium Capital Group, the Stadium Capital Affiliates (as defined below), Mx. Xxxxxxxxxx and Engaged Capital, shall qualify as an “independent” director pursuant to the standards of Nasdaq, and shall agree to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including without limitation the Company’s Code of Business Conduct and Ethics and Ixxxxxx Xxxxxxx Policy, and to preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees to the extent not disclosed publicly by the Company. (v) After the 2015 Annual Meeting and following the appointment of the Current Starboard Nominees in accordance with this Section 1(a)(ieighth (8th) and prior to director, during the appointment of the Additional Starboard Nominee in accordance with Section 1(a)(iiStandstill Period (as defined below), the Board and all applicable committees and subcommittees of the Board shall not (ia) seek to increase the size of the Board to more than ten eight (10) directors 8) members or (iib) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board board members serve, in each case serve without the prior written consent of Starboard. the Stadium Capital Group; provided, however, that the Board may recruit potential directors or director nominees, announce retirements or departures of directors and replace retired or departed directors (ii) In addition to the Current Starboard Nominees, Starboard shall have the right to nominate an additional nominee to serve as a Class I director of the Company with a term expiring at the 2017 Annual Meeting (such director, the “Additional Starboard Nominee” and together with the Current Starboard Nominees, the “Starboard NomineesReplacement Director”) subject to the procedures set forth in this Section 1(a)(ii). Starboard shall submit two (2) nominees for the Additional Starboard Nominee which nominees shall each meet the Director Criteria (as defined below). Within five (5) business days after (i) each such nominee has submitted to the Company the documentation required by Section 1(d)(v) herein and (ii) representatives of the Company’s Board have conducted customary interview(s) of each such nominee, the Nominating and Corporate Governance Committee (the “Nominating Committee”) shall recommend one of such nominees (or, if the Nominating Committee so determines, one of the two persons proposed by Starboard prior to the date of this Agreement) as the Additional Starboard Nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in the prior sentence as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of the two nominees for the Additional Starboard Nominee. Within five (5) calendar days of such recommendation, the Board shall take all necessary actions to (1) set the size of the Board at eleven (11) members, (2) appoint the Additional Starboard Nominee as a Class I director with a term expiring at the 2017 Annual Meeting and (3) subject to limitations set forth in Section 1(c), appoint the Additional Starboard Nominee to any committee and subcommittee of the Board from which any of the Current Starboard Nominees resign. After the appointment of the Additional Starboard Nominee in accordance with this Section 1(a)(ii) and prior to the 2015 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than eleven (11) directors or (ii) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board members serve, in each case without the prior written consent of Starboard. the Stadium Capital Group so long as (iiii) Prior the Board is not increased to more than eight (8) members during the Standstill Period and (ii) any Replacement Director is appointed to the mailing of its definitive proxy statement for the 2015 Annual Meeting, the Board and all applicable committees and subcommittees same class of the Board as the departing director whom he or she replaces. The Company also agrees that any Replacement Director appointed pursuant to this Section shall take (A) meet all necessary actions director independence and other standards of Nasdaq and the Securities and Exchange Commission (the “SEC”) and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder and (B) be qualified to nominate serve as a director under the 2015 Starboard Nominee for election Delaware General Corporation Law (the “DGCL”) (clauses (A) and (B), the “Independence Conditions”). Each Replacement Director will promptly advise the Nominating Committee if he or she ceases to satisfy any of the Independence Conditions. If the Board is expanded beyond eight (8) members following the Standstill Period but prior to the Board at the 2015 Annual Meeting as a Class II director with a term expiring at the 2018 Company’s 2016 annual meeting of stockholders (the “2018 2016 Annual Meeting”), any director appointed to fill such additional seat(s) on the Board shall have a term expiring at the 2016 Annual Meeting. (vi) Each Stadium Capital Designee agrees that, at all times while serving as a member of the Board, he will satisfy the Independence Conditions set forth above. The Each Stadium Capital Designee will promptly advise the Nominating Committee if he ceases to satisfy any of the Independence Conditions. (vii) Consistent with its fiduciary duties, the Board may take such actions as it deems necessary and appropriate to ensure that all directors of the Company comply with, all policies, procedures, processes, codes, rules, standards and guidelines applicable committees to all Board members, including without limitation the Company’s Code of Business Conduct and subcommittees Ethics and Ixxxxxx Xxxxxxx Policy, as well as the confidentiality of the Company’s business and information, including discussions or matters considered in meetings of the Board shall also take all action necessary so that at or Board committees to the 2015 Annual Meeting, extent not disclosed publicly by the Board shall also nominate (1)Company.

Nomination and Election of Directors. It is the Parties’ intent that, immediately following the 2015 Annual Meeting, the following individuals (or their replacement if any of them is unable or unwilling to serve as a director, resigns as a director or is removed as a director, all in accordance with this Agreement, to the extent applicable) will serve in the following classes of the Board: Class III (whose terms of office will expire at the Annual Meeting of Stockholders in 2016) Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx and Xxx Xxxxx Class I (whose terms of office will expire at the Annual Meeting of Stockholders in 2017) Xxxxx X. Xxxx, Xxxxxx X. Xxxxx and the Additional Starboard Nominee Class II (whose terms of office will expire at the Annual Meeting of Stockholders in 2018) Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx In furtherance of the foregoing, the Parties have agreed as follows: (i) Immediately after upon the execution of this Agreement, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to to: (1) set the size of the Board at ten eight (10) 8) members, ; (2) appoint Xx. Xxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx (together, the “Current Starboard NomineesInitial Independent Director”) as directors a director of the Company and (3) subject to limitations set forth in Section 1(c), appoint at least one Current Starboard Nominee to each committee and subcommittee as a member of the Board. Xxxxx X. Xxxx shall be appointed as a Class I director class of directors with a term expiring at the Company’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”), which appointment will be effective immediately; and Xxxxxx X. Xxxxxxxx (3) (x) appoint two (2) additional directors to be submitted in good faith by the Engaged Group by July 1, 2016 and reviewed, approved and appointed by the Board in accordance with the procedures set forth in Section 1(a)(ii) (each, an “Additional Independent Director” and, together with the Initial Independent Director, the “New Nominees”) as of August 1, 2016 (provided, however, that the 2016 annual meeting of stockholders (the “2015 Starboard Nominee2016 Annual Meeting”) shall be appointed as a Class II held on or prior to July 29, 2016, and such appointments shall take place on the first day of the next month following such annual meeting), one such director being in the class of directors with a term expiring at the 2015 Company’s 2018 annual meeting of stockholders (the “2018 Annual Meeting”) and the other such director being in the class of directors with a term expiring at the Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”), and (y) increase the Board to up to nine (9) members as necessary to accommodate such appointments at such applicable time. After the appointment of the Current Starboard Nominees Initial Independent Director in accordance with this Section 1(a)(i1(a) and prior to before the appointment reduction of the Additional Starboard Nominee Board in accordance with Section 1(a)(ii)the next sentence, the Board and all applicable committees and subcommittees of the Board shall not (iA) increase the size of the Board to more than ten eight (10) 8) directors or (iiB) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board members serve, in each case without the prior written consent of Starboard. (ii) In addition to the Current Starboard Nominees, Starboard shall have the right to nominate an additional nominee to serve as a Class I director unanimous approval of the Company with a term expiring at the 2017 Annual Meeting (such director, the “Additional Starboard Nominee” and together Board. In connection with the Current Starboard Nominees, the “Starboard Nominees”) subject to the procedures set forth in this Section 1(a)(ii). Starboard shall submit two (2) nominees for the Additional Starboard Nominee which nominees shall each meet the Director Criteria (as defined below). Within five (5) business days after (i) each such nominee has submitted to the Company the documentation required by Section 1(d)(v) herein and (ii) representatives of the Company’s Board have conducted customary interview(s) of each such nominee, the Nominating and Corporate Governance Committee (the “Nominating Committee”) shall recommend one of such nominees (or, if the Nominating Committee so determines, one of the two persons proposed by Starboard prior to the date of this Agreement) as the Additional Starboard Nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in the prior sentence as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of the two nominees for the Additional Starboard Nominee. Within five (5) calendar days of such recommendation, the Board shall take all necessary actions to (1) set the size of the Board at eleven (11) members, (2) appoint the Additional Starboard Nominee as a Class I director with a term expiring at the 2017 Annual Meeting and (3) subject to limitations set forth in Section 1(c), appoint the Additional Starboard Nominee to any committee and subcommittee of the Board from which any of the Current Starboard Nominees resign. After the appointment of the Additional Starboard Nominee in accordance with this Section 1(a)(ii) and prior to the 2015 2016 Annual Meeting, the Board and all applicable committees of the Board shall take all necessary actions to decrease the size of the Board to seven (7) members as may be allowed for under applicable law. After the reduction of the Board size in accordance with the preceding sentence and subcommittees until the appointment of the Additional Independent Directors, the Board and all applicable committees of the Board shall not (iA) increase the size of the Board to more than eleven seven (117) directors or (iiB) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board members serve, in each case without the prior written consent unanimous approval of Starboard. (iii) Prior to the mailing Board. After the appointment of its definitive proxy statement for the 2015 Annual MeetingAdditional Independent Directors in accordance with this Section 1(a), the Board and all applicable committees and subcommittees of the Board shall take not (A) increase the size of the Board to more than nine (9) directors or (B) seek to change the classes on which the Board members serve, in each case without the unanimous approval of the Board. In no event shall the Engaged Group be required to put forth candidates for appointment as Additional Independent Directors, provided that if the Engaged Group has not attempted to put forth such candidates for appointment prior to July 1, 2016, then all necessary actions rights of the Engaged Group and responsibilities of the Company relating to nominate appointment of Additional Independent Directors shall terminate. (i) The Initial Independent Director (or any Engaged Replacement Director (as defined below), if applicable) agrees that, at all times while serving as a member of the 2015 Starboard Nominee for election Board, he or she shall (A) qualify as “independent” pursuant to the Board at the 2015 Annual Meeting Securities and Exchange Commission (“SEC”) rules and regulations and NASDAQ listing standards and (B) qualify to serve as a Class II director under the Delaware General Corporation Law. The Initial Independent Director (or any Engaged Replacement Director, if applicable) will promptly advise the Nominating and Governance Committee in writing if he or she ceases to satisfy any of the conditions identified in the previous sentence. (ii) The Engaged Group shall recommend candidates to fill the seats of the Additional Independent Directors to the Company promptly after the execution of this Agreement in order that procedures outlined herein can be appropriately and timely followed. Each such candidate for Additional Independent Director shall (A) qualify as “independent” pursuant to SEC rules and regulations and NASDAQ listing standards, (B) qualify to serve as a director under the Delaware General Corporation Law, (C) possess the skills, experience, knowledge, personal attributes, business and personal background essential and necessary to serve effectively on the Board and contribute to the overall success of the Company, in each case as reasonably determined by the Nominating and Governance Committee, and (D) have no prior or current relationship with a term expiring at the 2018 annual meeting Engaged Group, its principals or any of stockholders its Affiliates (as defined below) that has not been previously disclosed to the Company and that could reasonably be deemed to be required to be disclosed pursuant to Item 404 under Regulation S-K of the Exchange Act (as defined below) if the Engaged Group were the “2018 Annual Meetingregistrant” for purposes of such rule and the candidate were a director or executive officer of such registrant (a “Qualified Director”). The Nominating and Governance Committee shall make its determination and recommendation regarding whether each candidate recommended by the Engaged Group so qualifies within ten (10) business days after: (1) such candidate has submitted to the Company the documentation required by Section 1(b)(vi) herein; (2) representatives of the Company’s Board have conducted customary interview(s) of such candidate; and (3) the Nominating and Governance Committee has completed its diligence process with regard to such candidate to its reasonable satisfaction. The Company shall use its reasonable best efforts to conduct any interview(s) and diligence contemplated in this section as promptly as practicable, but in any case, assuming reasonable availability of the candidate, within twenty (20) business days after the Engaged Group’s submission of such candidate and such candidate’s submission of the documentation requested by Section 1(b)(vi) herein. In the event the Nominating and Governance Committee does not accept a person recommended by the Engaged Group as an Additional Independent Director (given that the Nominating and Governance Committee cannot unreasonably withhold its consent, provided that it is understood that any failure to accept such person by the committee due to such person’s prior or current relationship with the Engaged Group, its principals or any of its Affiliates shall be deemed reasonable), the Engaged Group shall have the right to recommend additional person(s) whose appointment shall be subject to the Nominating and Governance Committee recommending such person as an Additional Independent Director, in accordance with the procedures described above. Upon the recommendation of an Additional Independent Director candidate by the Nominating and Governance Committee, the Board shall review, approve and vote on the appointment of such person to the Board no later than five (5) business days after the Nominating and Governance Committee’s recommendation of such person, as applicable, and if approved by the Board, appointment would be effective as of August 1, 2016 (or, if such appointment is made after August 1, 2016, effective consistent with the first sentence of Section 1(a)); provided, however, that if the Board does not approve and appoint such Additional Independent Director, as applicable, to the Board, the Parties shall continue to follow the procedures of this Section 1(a)(ii) until an Additional Independent Director is approved and appointed to the Board. Each Additional Independent Director will promptly advise the Nominating and Governance Committee in writing if he or she ceases to satisfy any of the conditions identified in clause (A) and clause (B) of the second sentence of this Section 1(a)(ii). (iii) During the Standstill Period (as defined below), if any of the New Nominees (or an Engaged Replacement Director (as defined below)) is unable or unwilling to serve as a director or resigns as a director and so long as the Engaged Group continuously beneficially holds in the aggregate at least 4.99% of the Company’s then outstanding Common Stock (the “Minimum Ownership Threshold”), the Engaged Group shall have the ability to recommend a substitute person(s) for any such New Nominee(s) in accordance with this Section 1(a)(iii) (any such replacement nominee shall be referred to as the “Engaged Replacement Director”). Each candidate for Engaged Replacement Director recommended by the Engaged Group must (A) qualify as “independent” pursuant to the SEC rules and regulations and NASDAQ listing standards, (B) qualify to serve as a director under the Delaware General Corporation Law, (C) possess the skills, experience, knowledge, personal attributes, business and personal background essential and necessary to serve effectively on the Board and contribute to the overall success of the Company, in each case as reasonably determined by the Nominating and Governance Committee and (D) have no prior or current relationship with the Engaged Group, its principals or any of its Affiliates that has not been previously disclosed to the Company and that could reasonably be deemed to disqualify such director from being a Qualified Director. The Nominating and Governance Committee shall make its determination and recommendation regarding whether such candidate so qualifies within ten (10) business days after: (1) such candidate has submitted to the Company the documentation required by Section 1(b)(vi) herein; (2) representatives of the Company’s Board have conducted customary interview(s) of such candidate; and (3) the Nominating and Governance Committee has completed its diligence process with regard to such candidate to its reasonable satisfaction. The Company shall use its reasonable best efforts to conduct any interview(s) and diligence contemplated in this section as promptly as practicable, but in any case, assuming reasonable availability of the candidate, within twenty (20) business days after the Engaged Group’s submission of such person and such person’s submission of the documentation required by Section 1(b)(vi) herein. In the event the Nominating and Governance Committee does not accept a substitute person recommended by the Engaged Group as the Engaged Replacement Director (given that the Nominating and Governance Committee cannot unreasonably withhold its consent, provided that it is understood that any failure to accept such person by the committee due to such person’s prior or current relationship with the Engaged Group, its principals or any of its Affiliates shall be deemed reasonable), the Engaged Group shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating and Governance Committee recommending such person in accordance with the procedures described above. Upon the recommendation of an Engaged Replacement Director candidate by the Nominating and Governance Committee, the Board shall review, approve and vote on the appointment of such Engaged Replacement Director to the Board no later than five (5) business days after the Nominating and Governance Committee’s recommendation of such Engaged Replacement Director; provided, however, that if the Board does not approve and appoint such Engaged Replacement Director to the Board, the Parties shall continue to follow the procedures of this Section 1(a)(iii) until an Engaged Replacement Director is approved and appointed to the Board. For the avoidance of doubt, if at any time the Engaged Group’s aggregate ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of the Engaged Group pursuant to this Section 1(a)(iii) to participate in the recommendation of an Engaged Replacement Director candidate to fill the vacancy caused by any such resignation (or unwillingness or inability to serve) of an Engaged Replacement Director, shall automatically terminate. (iv) During the Standstill Period, the Board and all applicable committees and subcommittees of the Board shall also take all action necessary so that at not create any executive committee of the 2015 Annual MeetingBoard, or delegate to any existing or new committee of the Board, responsibilities substantially similar to those of an executive committee. During the Standstill Period, if the Board or a committee of the Board creates a committee tasked with exploring or evaluating strategic and financial alternatives to maximize stockholder value, the Board Initial Independent Director or his Engaged Replacement Director, if applicable, shall also nominate (1)be appointed as a member of such committee.

Nomination and Election of Directors. It is the Parties’ intent that, immediately following the 2015 Annual Meeting, the following individuals (or their replacement if any of them is unable or unwilling to serve as a director, resigns as a director or is removed as a director, all in accordance with this Agreement, to the extent applicable) will serve in the following classes of the Board: Class III (whose terms of office will expire at the Annual Meeting of Stockholders in 2016) Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx and Xxx Xxxxx Class I (whose terms of office will expire at the Annual Meeting of Stockholders in 2017) Xxxxx X. Xxxx, Xxxxxx X. Xxxxx and the Additional Starboard Nominee Class II (whose terms of office will expire at the Annual Meeting of Stockholders in 2018) Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx In furtherance of the foregoing, the Parties have agreed as follows: (i) Immediately after the execution of this Agreement, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to (1) set the size of the Board at ten eight (10) members, 8) members and (2) appoint Xxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx Bexxxxxx Xxxxxxxxxx (together, the “Current Starboard NomineesPrivet Nominee”) as a director of the Company. The Privet Nominee shall be nominated to stand for election at the Company’s 2016 annual meeting of stockholders (the “2016 Annual Meeting”) as a Class III director with a term expiring at the 2018 annual meeting of stockholders (the “2018 Annual Meeting”). After the appointment of the Privet Nominee in accordance with this Section 1(a) and before the appointment of the Additional Independent Nominee (as defined below) in accordance with Section 1(a)(i), the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than eight (8) directors or (ii) seek to change the classes on which the Board members serve, in each case without the prior written consent of Privet. (i) So long as Privet’s aggregate beneficial ownership of Common Stock is in excess of the Minimum Ownership Threshold (as defined below), commencing on the earliest of (1) March 1, 2016 and (2) the date upon which the Company publicly announces that the Board has terminated that certain strategic review process announced on August 24, 2015, the Company and (3) subject Privet will mutually and promptly seek to limitations set forth in Section 1(c), appoint at least one Current Starboard Nominee identify a new director who qualifies as “independent” pursuant to each committee the Securities and subcommittee of the Board. Xxxxx X. Xxxx shall be appointed Exchange Commission and NASDAQ listing standards to serve as a Class I II director with a term expiring at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”)) or expiring at the annual meeting of stockholders in 2020, and Xxxxxx X. Xxxxxxxx as applicable (such director, the “2015 Starboard Additional Independent Nominee” and together with the Privet Nominee, the “New Nominees”) ). The search process for the Additional Independent Nominee shall be appointed conducted by the Nominating and Governance Committee, which shall give due consideration to any candidate suggested by Privet. After the Nominating and Governance Committee and Privet jointly recommend an Additional Independent Nominee to the Board, the Board shall vote on the appointment of such Additional Independent Nominee to the Board. In connection with any such appointment to the Board, the Board shall take all necessary actions to (1) set the size of the Board at nine (9) members and (2) appoint, as soon as practicable, the Additional Independent Nominee (who, upon election at an annual meeting of stockholders, will be a Class II director with a term expiring at the 2015 2017 Annual MeetingMeeting or expiring at the annual meeting of stockholders in 2020, as applicable). After the appointment of the Current Starboard Nominees Additional Independent Nominee in accordance with this Section 1(a)(i) and prior to until the appointment size of the Additional Starboard Nominee Board is set at eight (8) members in accordance with Section 1(a)(ii), the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than ten nine (109) directors or (ii) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board members serve, in each case without the prior written consent of StarboardPrivet. (ii) In addition to the Current Starboard Nominees, Starboard shall have the right to nominate an additional nominee to serve as a Class I director of the Company with a term expiring at Not later than the 2017 Annual Meeting (such director, the “Additional Starboard Nominee” and together with the Current Starboard Nominees, the “Starboard Nominees”) subject to the procedures set forth in this Section 1(a)(ii). Starboard shall submit two (2) nominees for the Additional Starboard Nominee which nominees shall each meet the Director Criteria (as defined below). Within five (5) business days after (i) each such nominee has submitted to the Company the documentation required by Section 1(d)(v) herein and (ii) representatives of the Company’s Board have conducted customary interview(s) of each such nominee, the Nominating and Corporate Governance Committee (the “Nominating Committee”) shall recommend one of such nominees (or, if the Nominating Committee so determines, one of the two persons proposed by Starboard prior to the date of this Agreement) as the Additional Starboard Nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in the prior sentence as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of the two nominees for the Additional Starboard Nominee. Within five (5) calendar days of such recommendation, the Board shall take all necessary actions to (1) set the size of the Board at eleven (11) members, (2) appoint the Additional Starboard Nominee as a Class I director with a term expiring at the 2017 Annual Meeting and (3) subject to limitations set forth in Section 1(c), appoint the Additional Starboard Nominee to any committee and subcommittee of the Board from which any of the Current Starboard Nominees resign. After the appointment of the Additional Starboard Nominee in accordance with this Section 1(a)(ii) and prior to the 2015 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall not (i) increase take all necessary actions to set the size of the Board at eight (8) members (subject to more than eleven (11) directors further increase or (ii) other than in accordance with Section 1(a)(iiidecrease by the Board after the 2017 Annual Meeting), seek provided, that in doing so, none of the New Nominees (or any Replacement Privet Director, if applicable) shall be required to change the classes on which the Board members serve, in each case without the prior written consent of Starboardresign as a director. (iii) Prior to the mailing of its definitive proxy statement for the 2015 2016 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to nominate the 2015 Starboard Privet Nominee for election to the Board at the 2015 2016 Annual Meeting as a Class III director with a term expiring at the 2018 Annual Meeting. If the Additional Independent Nominee is identified and approved by the Board in accordance with Section 1(a)(i) prior to the mailing of the Company’s definitive proxy statement for the 2016 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to nominate the Additional Independent Nominee for election to the Board at the 2016 Annual Meeting as a Class II director with a term expiring at the 2018 annual meeting 2017 Annual Meeting. The Company will recommend, support and solicit proxies for the election of stockholders the Privet Nominee (or a Privet Replacement Director (as defined below), if applicable), and the Additional Independent Nominee, if applicable, at the 2016 Annual Meeting in the same manner as for the other nominees nominated by the Board at the 2016 Annual Meeting. (iv) If the Privet Nominee (or any Privet Replacement Director) is unable or unwilling to serve as a director, resigns as a director or is removed as a director prior to the 2017 Annual Meeting, and at such time Privet beneficially owns in the aggregate at least the lesser of five percent (5.0%) of the Company’s then outstanding Common Stock and 641,835 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “Minimum Ownership Threshold”), Privet shall have the ability to recommend a substitute person(s) in accordance with this Section 1(a)(iv) (any such replacement nominee shall be referred to as the “Privet Replacement Director”). Any Privet Replacement Director recommended by Privet must qualify as “independent” pursuant to the Securities and Exchange Commission and NASDAQ listing standards. The Nominating and Governance Committee shall make its determination and recommendation regarding whether such person so qualifies as independent within five (5) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(b)(v) herein and (ii) representatives of the Company’s Board have conducted customary interview(s) of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in this section as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within twenty (20) business days, after Privet’s submission of such nominee. In the event the Nominating and Governance Committee does not accept a substitute person recommended by Privet as the Privet Replacement Director as a result of such person not so qualifying as independent, Privet shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating and Governance Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Privet Replacement Director nominee by the Nominating and Governance Committee, the Board shall vote on the appointment of such Privet Replacement Director to the Board no later than five (5) business days after the Nominating and Governance Committee recommendation of such Privet Replacement Director; provided, however, that if the Board does not elect such Privet Replacement Director to the Board as a result of such person not meeting the independence standards described above, the Parties shall continue to follow the procedures of this Section 1(a)(iv) until a Privet Replacement Director is elected to the Board. Any Privet Replacement Director designated pursuant to this Section 1(a)(iv) replacing the Privet Nominee prior to the 2016 Annual Meeting shall stand for election at the 2016 Annual Meeting as a Class III director with a term expiring at the 2018 Annual Meeting”). The Board and all applicable committees and subcommittees If at any time Privet’s aggregate beneficial ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of Privet pursuant to this Section 1(a)(iv) to participate in the recommendation of a Privet Replacement Director to fill the vacancy caused by any such resignation of the Board Privet Nominee or any Privet Replacement Director shall also take all action necessary so automatically terminate. Notwithstanding the foregoing, in the event that at Privet fails to comply with its obligations in Section 1(b)(iii) prior to the 2015 2016 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Privet Nominee or any Privet Replacement Director for election to the Board at the 2016 Annual Meeting. (v) During the Standstill Period (as defined below), the Company shall also nominate not amend its By-Laws (1)as defined below) in any manner relating to the nomination, election, or qualification of the members of the Board, or implement any other restriction with respect thereto, without the prior written consent of Privet.

Nomination and Election of Directors. It is the Parties’ intent that, immediately following the 2015 Annual Meeting, the following individuals (or their replacement if any of them is unable or unwilling to serve as a director, resigns as a director or is removed as a director, all in accordance with this Agreement, to the extent applicable) will serve in the following classes of the Board: Class III (whose terms of office will expire at the Annual Meeting of Stockholders in 2016) Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx and Xxx Xxxxx Class I (whose terms of office will expire at the Annual Meeting of Stockholders in 2017) Xxxxx X. Xxxx, Xxxxxx X. Xxxxx and the Additional Starboard Nominee Class II (whose terms of office will expire at the Annual Meeting of Stockholders in 2018) Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx In furtherance of the foregoing, the Parties have agreed as follows: (i) Immediately after the execution of this Agreement, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to (1) set the size of the Board at ten eight (10) members, 8) members and (2) appoint Xxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx Xxxxxxxxxx (together, the “Current Starboard NomineesPrivet Nominee”) as a director of the Company. The Privet Nominee shall be nominated to stand for election at the Company’s 2016 annual meeting of stockholders (the “2016 Annual Meeting”) as a Class III director with a term expiring at the 2018 annual meeting of stockholders (the “2018 Annual Meeting”). After the appointment of the Privet Nominee in accordance with this Section 1(a) and before the appointment of the Additional Independent Nominee (as defined below) in accordance with Section 1(a)(i), the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than eight (8) directors or (ii) seek to change the classes on which the Board members serve, in each case without the prior written consent of Privet. (i) So long as Privet’s aggregate beneficial ownership of Common Stock is in excess of the Minimum Ownership Threshold (as defined below), commencing on the earliest of (1) March 1, 2016 and (2) the date upon which the Company publicly announces that the Board has terminated that certain strategic review process announced on August 24, 2015, the Company and (3) subject Privet will mutually and promptly seek to limitations set forth in Section 1(c), appoint at least one Current Starboard Nominee identify a new director who qualifies as “independent” pursuant to each committee the Securities and subcommittee of the Board. Xxxxx X. Xxxx shall be appointed Exchange Commission and NASDAQ listing standards to serve as a Class I II director with a term expiring at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”)) or expiring at the annual meeting of stockholders in 2020, and Xxxxxx X. Xxxxxxxx as applicable (such director, the “2015 Starboard Additional Independent Nominee” and together with the Privet Nominee, the “New Nominees”) ). The search process for the Additional Independent Nominee shall be appointed conducted by the Nominating and Governance Committee, which shall give due consideration to any candidate suggested by Privet. After the Nominating and Governance Committee and Privet jointly recommend an Additional Independent Nominee to the Board, the Board shall vote on the appointment of such Additional Independent Nominee to the Board. In connection with any such appointment to the Board, the Board shall take all necessary actions to (1) set the size of the Board at nine (9) members and (2) appoint, as soon as practicable, the Additional Independent Nominee (who, upon election at an annual meeting of stockholders, will be a Class II director with a term expiring at the 2015 2017 Annual MeetingMeeting or expiring at the annual meeting of stockholders in 2020, as applicable). After the appointment of the Current Starboard Nominees Additional Independent Nominee in accordance with this Section 1(a)(i) and prior to until the appointment size of the Additional Starboard Nominee Board is set at eight (8) members in accordance with Section 1(a)(ii), the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than ten nine (109) directors or (ii) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board members serve, in each case without the prior written consent of StarboardPrivet. (ii) In addition to the Current Starboard Nominees, Starboard shall have the right to nominate an additional nominee to serve as a Class I director of the Company with a term expiring at Not later than the 2017 Annual Meeting (such director, the “Additional Starboard Nominee” and together with the Current Starboard Nominees, the “Starboard Nominees”) subject to the procedures set forth in this Section 1(a)(ii). Starboard shall submit two (2) nominees for the Additional Starboard Nominee which nominees shall each meet the Director Criteria (as defined below). Within five (5) business days after (i) each such nominee has submitted to the Company the documentation required by Section 1(d)(v) herein and (ii) representatives of the Company’s Board have conducted customary interview(s) of each such nominee, the Nominating and Corporate Governance Committee (the “Nominating Committee”) shall recommend one of such nominees (or, if the Nominating Committee so determines, one of the two persons proposed by Starboard prior to the date of this Agreement) as the Additional Starboard Nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in the prior sentence as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of the two nominees for the Additional Starboard Nominee. Within five (5) calendar days of such recommendation, the Board shall take all necessary actions to (1) set the size of the Board at eleven (11) members, (2) appoint the Additional Starboard Nominee as a Class I director with a term expiring at the 2017 Annual Meeting and (3) subject to limitations set forth in Section 1(c), appoint the Additional Starboard Nominee to any committee and subcommittee of the Board from which any of the Current Starboard Nominees resign. After the appointment of the Additional Starboard Nominee in accordance with this Section 1(a)(ii) and prior to the 2015 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall not (i) increase take all necessary actions to set the size of the Board at eight (8) members (subject to more than eleven (11) directors further increase or (ii) other than in accordance with Section 1(a)(iiidecrease by the Board after the 2017 Annual Meeting), seek provided, that in doing so, none of the New Nominees (or any Replacement Privet Director, if applicable) shall be required to change the classes on which the Board members serve, in each case without the prior written consent of Starboardresign as a director. (iii) Prior to the mailing of its definitive proxy statement for the 2015 2016 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to nominate the 2015 Starboard Privet Nominee for election to the Board at the 2015 2016 Annual Meeting as a Class III director with a term expiring at the 2018 Annual Meeting. If the Additional Independent Nominee is identified and approved by the Board in accordance with Section 1(a)(i) prior to the mailing of the Company’s definitive proxy statement for the 2016 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to nominate the Additional Independent Nominee for election to the Board at the 2016 Annual Meeting as a Class II director with a term expiring at the 2018 annual meeting 2017 Annual Meeting. The Company will recommend, support and solicit proxies for the election of stockholders the Privet Nominee (or a Privet Replacement Director (as defined below), if applicable), and the Additional Independent Nominee, if applicable, at the 2016 Annual Meeting in the same manner as for the other nominees nominated by the Board at the 2016 Annual Meeting. (iv) If the Privet Nominee (or any Privet Replacement Director) is unable or unwilling to serve as a director, resigns as a director or is removed as a director prior to the 2017 Annual Meeting, and at such time Privet beneficially owns in the aggregate at least the lesser of five percent (5.0%) of the Company’s then outstanding Common Stock and 641,835 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “Minimum Ownership Threshold”), Privet shall have the ability to recommend a substitute person(s) in accordance with this Section 1(a)(iv) (any such replacement nominee shall be referred to as the “Privet Replacement Director”). Any Privet Replacement Director recommended by Privet must qualify as “independent” pursuant to the Securities and Exchange Commission and NASDAQ listing standards. The Nominating and Governance Committee shall make its determination and recommendation regarding whether such person so qualifies as independent within five (5) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(b)(v) herein and (ii) representatives of the Company’s Board have conducted customary interview(s) of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in this section as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within twenty (20) business days, after Privet’s submission of such nominee. In the event the Nominating and Governance Committee does not accept a substitute person recommended by Privet as the Privet Replacement Director as a result of such person not so qualifying as independent, Privet shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating and Governance Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Privet Replacement Director nominee by the Nominating and Governance Committee, the Board shall vote on the appointment of such Privet Replacement Director to the Board no later than five (5) business days after the Nominating and Governance Committee recommendation of such Privet Replacement Director; provided, however, that if the Board does not elect such Privet Replacement Director to the Board as a result of such person not meeting the independence standards described above, the Parties shall continue to follow the procedures of this Section 1(a)(iv) until a Privet Replacement Director is elected to the Board. Any Privet Replacement Director designated pursuant to this Section 1(a)(iv) replacing the Privet Nominee prior to the 2016 Annual Meeting shall stand for election at the 2016 Annual Meeting as a Class III director with a term expiring at the 2018 Annual Meeting”). The Board and all applicable committees and subcommittees If at any time Privet’s aggregate beneficial ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of Privet pursuant to this Section 1(a)(iv) to participate in the recommendation of a Privet Replacement Director to fill the vacancy caused by any such resignation of the Board Privet Nominee or any Privet Replacement Director shall also take all action necessary so automatically terminate. Notwithstanding the foregoing, in the event that at Privet fails to comply with its obligations in Section 1(b)(iii) prior to the 2015 2016 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Privet Nominee or any Privet Replacement Director for election to the Board at the 2016 Annual Meeting. (v) During the Standstill Period (as defined below), the Company shall also nominate not amend its By-Laws (1)as defined below) in any manner relating to the nomination, election, or qualification of the members of the Board, or implement any other restriction with respect thereto, without the prior written consent of Privet.

Nomination and Election of Directors. It is the Parties’ intent that, immediately following the 2015 Annual Meeting, the following individuals (At each annual or their replacement if any special meeting of them is unable or unwilling to serve as a director, resigns as a director or is removed as a director, all in accordance with this Agreement, to the extent applicable) will serve in the following classes stockholders of the Board: Class III Company at which directors are to be elected (whose terms of office will expire at the Annual Meeting of Stockholders in 2016) Xxxxxxx X. Xxxxxeach such annual or special meeting, Xxxxxxx X. Xxxxxx and Xxx Xxxxx Class I (whose terms of office will expire at the Annual Meeting of Stockholders in 2017) Xxxxx X. Xxxx, Xxxxxx X. Xxxxx and the Additional Starboard Nominee Class II (whose terms of office will expire at the Annual Meeting of Stockholders in 2018) Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx In furtherance of the foregoing, the Parties have agreed as follows:an “Election Meeting”):1 (i) Immediately after The Chief Executive Officer of the execution Company shall be nominated for election as a Director, and each Investor shall take all Necessary Action to elect the Chief Executive Officer of the Company as a Director; 1 Note to Draft: Company bylaws to provide that Directors are to be elected by a majority of the then-outstanding Common Shares, for a term expiring at the following annual meeting of stockholders. (ii) The Xxxxxxx Investor shall be entitled to nominate for election as Director(s) (i) two nominees, if the Xxxxxxx Investor’s Investor Percentage Interest at such time is at least 20%, (ii) one nominee, if the Xxxxxxx Investor’s Investor Percentage Interest at such time is less than 20% but at least 10% and (iii) no nominees, if the Glendon Investor’s Investor Percentage Interest at such time is less than 10% (each candidate so nominated, a “Xxxxxxx Nominee”), and each Investor shall take all Necessary Action to elect each Xxxxxxx Nominee as a Director (each Director so elected, a “Xxxxxxx Director”); provided, that prior to the first Election Meeting following the date of this Agreement, the Board and all applicable committees and subcommittees of Xxxxxxx Directors shall be as so designated on Schedule B; (iii) The Monarch Investor shall be entitled to nominate for election as Director(s) (i) two nominees, if the Board shall take all necessary actions to (1) set the size of the Board Monarch Investor’s Investor Percentage Interest at ten (10) memberssuch time is at least 20%, (2ii) appoint Xxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx (togetherone nominee, if the “Current Starboard Nominees”) as directors of the Company Monarch Investor’s Investor Percentage Interest at such time is less than 20% but at least 10% and (3iii) subject to limitations set forth in Section 1(c)no nominees, appoint if the Monarch Investor’s Investor Percentage Interest at least one Current Starboard Nominee to such time is less than 10% (each committee and subcommittee of the Board. Xxxxx X. Xxxx shall be appointed as candidate so nominated, a Class I director with a term expiring at the 2017 annual meeting of stockholders (the “2017 Annual MeetingMonarch Nominee”), and Xxxxxx X. Xxxxxxxx (the “2015 Starboard Nominee”) each Investor shall be appointed take all Necessary Action to elect each Monarch Nominee as a Class II director with Director (each Director so elected, a term expiring at the 2015 Annual Meeting. After the appointment of the Current Starboard Nominees in accordance with this Section 1(a)(i) and “Monarch Director”); provided, that prior to the appointment of the Additional Starboard Nominee in accordance with Section 1(a)(ii), the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than ten (10) directors or (ii) other than in accordance with Section 1(a)(iii), seek to change the classes on which the Board members serve, in each case without the prior written consent of Starboard. (ii) In addition to the Current Starboard Nominees, Starboard shall have the right to nominate an additional nominee to serve as a Class I director of the Company with a term expiring at the 2017 Annual first Election Meeting (such director, the “Additional Starboard Nominee” and together with the Current Starboard Nominees, the “Starboard Nominees”) subject to the procedures set forth in this Section 1(a)(ii). Starboard shall submit two (2) nominees for the Additional Starboard Nominee which nominees shall each meet the Director Criteria (as defined below). Within five (5) business days after (i) each such nominee has submitted to the Company the documentation required by Section 1(d)(v) herein and (ii) representatives of the Company’s Board have conducted customary interview(s) of each such nominee, the Nominating and Corporate Governance Committee (the “Nominating Committee”) shall recommend one of such nominees (or, if the Nominating Committee so determines, one of the two persons proposed by Starboard prior to following the date of this Agreement, the Monarch Directors shall be as so designated on Schedule B; and (iv) A number of Independent Nominees equal to the Independent Nominee Number shall be nominated for election as the Additional Starboard Nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in the prior sentence as promptly as practicable, but in any case, assuming reasonable availability Directors by Qualifying Investors holding at least a majority of the nomineesCommon Shares held by all Qualifying Investors; provided, within ten that solely for purposes of this clause (10) business daysiv), after Starboard’s submission any Qualifying Investor that holds in excess of 30% of the two nominees for Common Shares then outstanding shall be deemed to hold precisely 30% of the Additional Starboard Nominee. Within five (5) calendar days of such recommendationCommon Shares then outstanding, the Board and each Investor shall take all necessary actions Necessary Action to (1) set the size of the Board at eleven (11) members, (2) appoint the Additional Starboard elect each Independent Nominee as a Class I director with a term expiring at the 2017 Annual Meeting and Director (3) subject to limitations set forth in Section 1(ceach Director so elected, an “Independent Director”); provided, appoint the Additional Starboard Nominee to any committee and subcommittee of the Board from which any of the Current Starboard Nominees resign. After the appointment of the Additional Starboard Nominee in accordance with this Section 1(a)(ii) and that prior to the 2015 Annual Meetingfirst Election Meeting following the date of this Agreement, the Board and all applicable committees and subcommittees of the Board Independent Directors shall not (i) increase the size of the Board to more than eleven (11) directors or (ii) other than in accordance with Section 1(a)(iii), seek to change the classes be as so designated on which the Board members serve, in each case without the prior written consent of Starboard. (iii) Prior to the mailing of its definitive proxy statement for the 2015 Annual Meeting, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to nominate the 2015 Starboard Nominee for election to the Board at the 2015 Annual Meeting as a Class II director with a term expiring at the 2018 annual meeting of stockholders (the “2018 Annual Meeting”). The Board and all applicable committees and subcommittees of the Board shall also take all action necessary so that at the 2015 Annual Meeting, the Board shall also nominate (1)Schedule B.