Common use of Replacement Director Clause in Contracts

Replacement Director. During the Restricted Period, if (a) any of the VIEX Designees cease to be a member of the Board for any reason and (b) at such time the VIEX Group beneficially owns shares (which shares are determined to be Net Long Shares (as defined below)) representing in the aggregate at least two percent of Company’s then-outstanding common stock, then VIEX will have the right to identify (and the Board will promptly appoint) another person (a “Successor Director”) to serve as a director in place of that VIEX Designee. Any Successor Director must (a) be qualified to serve as a member of the Board under all applicable corporate governance policies or guidelines of Company and the Board and applicable legal, regulatory and stock market requirements; and (b) meet the independence requirements with respect to Company of the listing rules of The New York Stock Exchange. Upon becoming a member of the Board, the Successor Director will succeed to all of the rights and privileges, and will be bound by the terms and conditions, of the VIEX Designees under this Agreement.

Replacement Director. During the Restricted PeriodPeriod (as defined below), if (a) any of the VIEX Designees cease Designee ceases to be a member of the Board for any reason and (b) at such time the VIEX Group beneficially owns shares (which shares are determined to be Net Long Shares (as defined below)) representing in the aggregate at least two percent of Company’s then-outstanding common stock, then VIEX will have the right to identify recommend (and the Board will promptly appoint) another person (a “Successor Director”) to serve as a director in place of that VIEX the Designee. Any Successor Director must (a) be qualified to serve as a member of the Board under all applicable corporate governance policies or guidelines of Company and the Board and applicable legal, regulatory and stock market requirements; and (b) meet the independence requirements with respect to Company of the listing rules of The New York Stock Exchange. Upon becoming a member of the Board, the Successor Director will succeed to all of the rights and privileges, and will be bound by the terms and conditions, of the VIEX Designees Designee under this Agreement.

Replacement Director. During the Restricted Period, if (a) any of the VIEX Designees cease Designee ceases to be a member of the Board for any reason and (b) at such time the VIEX Group beneficially owns shares (which shares are determined to be Net Long Shares (as defined below)) representing in the aggregate at least two percent 2% of Company’s then-outstanding common stock, then Company and VIEX will have the right cooperate to identify (and the Board will promptly appoint) another person (a “Successor Director”) to serve as a director in place of that VIEX the Designee. Any Successor Director must (a) be qualified to serve as a member of the Board under all applicable corporate governance policies or guidelines of Company and the Board and applicable legal, regulatory and stock market requirements; and (b) meet the independence requirements with respect to Company of the listing rules of The New York Stock Exchange. Upon becoming a member of the Board, the Successor Director will succeed to all of the rights and privileges, and will be bound by the terms and conditions, of the VIEX Designees Designee under this Agreement.