AGREEMENT
EXECUTION
COPY
AGREEMENT
THIS
AGREEMENT (“Agreement”),
dated as of April 21, 2008, is entered into by and between MDS Inc., a
corporation governed by the laws of Canada (the “Company”), ValueAct Capital
Master Fund, L.P. (“ValueAct
Master Fund”), ValueAct Capital Master Fund III, L.P. (“ValueAct Master Fund III”), VA
Partners I, LLC (“VA
Partners”), VA Partners III, LLC (“VA Partners III”), ValueAct
Capital Management, L.P. (“ValueAct Management L.P.”),
ValueAct Capital Management, LLC (“ValueAct Management LLC”),
ValueAct Holdings, L.P. (“VA
Holdings”), ValueAct Holdings GP, LLC (“VA Holdings GP” and, together
with ValueAct Master Fund, ValueAct Master Fund III, VA Partners, VA Partners
III, ValueAct Management L.P., ValueAct Management LLC, VA Holdings, the “Shareholders”) and Xxxxxxx X.
Xxxxx (the “Nominee”).
WITNESSETH:
WHEREAS,
one or more of the Shareholders is the beneficial owner of 23,107,700 common
shares of the Company (each a “Common Share”), which
represents approximately 18.9% of the outstanding Common Shares;
and
WHEREAS,
the Company and the Shareholders desire to undertake the actions and agreements
contained herein.
NOW,
THEREFORE, in consideration of the foregoing and the mutual promises,
representations, warranties, respective covenants and agreements of the parties
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto, the
parties hereto, intending to be legally bound hereby, agree as
follows:
ARTICLE 1
BOARD
OF DIRECTORS
1.1 Director
Nominee
Having
considered the request of the Shareholders that the Nominee, an individual
selected by the Shareholders, be appointed to the Company’s board of directors
(the “Board”), and
having received the consent of the Nominee to act as a director, the Corporate
Governance and Nominating Committee of the Board (the “Governance Committee”) has
reviewed the nomination and has recommended the appointment of the Nominee as a
director of the Company on the terms set out in this Agreement. Based
upon such recommendation, concurrent with the execution and delivery of this
Agreement, the Board has as of this date increased the size of the Board and
appointed the Nominee to serve on the Board until the date of the next annual
meeting of shareholders of the Company in 2009 (including any adjournment or
postponement thereof) (the “2009 Meeting”). The
Nominee has been approved for membership on, and invited to join, the Governance
Committee and the Human Resources and Compensation Committee of the
Board.
1.2 Qualified
Designee
Subject
to applicable law and the rules of any stock exchange or quotation system on
which any securities of the Company are listed and posted for trading or quoted,
as applicable, at the relevant time (the “Exchange”), in the event that
before the date of the 2009 Meeting a vacancy on the Board is created as a
result of the Nominee’s (or any Qualified Designee’s (as defined below)) death,
resignation, disqualification (including, without limitation, as a result of
failing to satisfy the Conditions (as defined below)), or removal then the
Shareholders shall have seven (7) days from the date of such event (or, if such
event occurs less than seven (7) days prior to the date of the 2009 Meeting, the
Shareholders shall have until the date immediately prior to the 2009 Meeting) to
select another individual who satisfies the Conditions to fill such vacancy by
providing written notice to the Chairperson of the Governance Committee which
notice shall identify the individual and his or her qualifications and
credentials to serve as a director of the Company and confirm that he or she
satisfies the Conditions (such individual being referred to as a “Qualified Designee”).
Following receipt of such notice, the Governance Committee will review the
qualifications and credentials of the Qualified Designee in good faith in the
exercise of its duties and determine whether to recommend the appointment of the
individual to the Board to fill the vacancy. In the event that (x) the
Governance Committee recommends the appointment of the individual to the Board
and the Board accepts such recommendation, such individual shall serve on the
Board as contemplated in Section 1.1 above, or (y) the Governance Committee
determines not to recommend the appointment of the individual to the Board
(and/or the Board determines to reject the recommendation of the Governance
Committee), then the Board shall promptly notify the Shareholders and allow them
to select another individual who satisfies the Conditions in accordance with the
procedures set out above.
1.3 Conditions
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(a)
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Notwithstanding
anything to the contrary in this Agreement, the Nominee (and any Qualified
Designee) shall, at all times while serving on the Board, satisfy the
following conditions (such conditions referred to as the “Conditions”):
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(i)
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be
“independent” as defined in applicable Canadian securities laws and the
rules of any Exchange;
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(ii)
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be
qualified to serve as a director under the Canada Business Corporations
Act, as amended (the “CBCA”);
and
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(iii)
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not
have any personal or business interests or relationships that conflict
with or may potentially conflict with the responsibilities and obligations
of the individual to the Company, including those that compete with the
interests of the Company (including, without limitation, serving as a
director (or in a similar capacity) of any Person (as defined below) that
carries on, directly or indirectly, any business that competes, in
substantial respect, with any of the businesses carried on by the
Company).
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(b)
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The
Nominee (and any Qualified Designee) shall promptly advise the Chairperson
of the Governance Committee in writing in the event that the Nominee (or
any Qualified Designee) ceases to satisfy any of the
Conditions.
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(c)
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Notwithstanding
anything to the contrary in this Agreement, but subject to the right of
the Shareholders to select a Qualified Designee as provided in Section 1.2
hereof, if, at any time the Nominee (or any Qualified Designee) ceases to
satisfy any of the Conditions, upon the request of the Board to the
Shareholders, the Shareholders shall promptly cause the Nominee or the
Qualified Designee to resign from the Board immediately and the Nominee or
the Qualified Designee shall deliver his or her written resignation to the
Board forthwith.
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ARTICLE 2
REPRESENTATIONS
AND WARRANTIES
2.1 Representations
and Warranties of the Shareholders
The
Shareholders represent and warrant to the Company that:
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(a)
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one
or more of the Shareholders is the registered and direct or indirect
beneficial owner of the Common
Shares,
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(b)
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each
of the Shareholders is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization and has all
requisite power and authority to execute and deliver this
Agreement,
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(c)
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this
Agreement has been duly executed and delivered by the Shareholders and the
Nominee,
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(d)
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this
Agreement constitutes the valid and binding agreement of the Shareholders
and the Nominee, enforceable against the Shareholders and the Nominee in
accordance with its terms, except as may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium, and similar
laws relating to or affecting creditors’ rights generally and general
equitable principles (whether considered in a proceeding in equity or at
law), in each case now or hereafter in effect,
and
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(e)
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the
Nominee satisfies the Conditions.
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2.2 Representations
and Warranties of the Company
The
Company represents and warrants to the Shareholders that:
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(a)
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the
Company is duly organized, validly existing and in good standing under the
laws of the of Canada and has all requisite corporate power and authority
to execute and deliver this
Agreement,
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(b)
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this
Agreement has been duly executed and delivered by the
Company,
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(c)
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this
Agreement constitutes the valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as
may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, and similar laws relating to or affecting
creditors’ rights generally and general equitable principles (whether
considered in a proceeding in equity or at law), in each case now or
hereafter in effect, and
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(d)
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the
actions contemplated by Section 0 of this
Agreement have been duly and validly authorized by all necessary corporate
action and expressly approved by the
Board.
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ARTICLE 3
COVENANTS
3.1 Covenants
of the Shareholders
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(a)
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Each
of the Shareholders agrees with the Company that, during the period
commencing on the date hereof (being the date that the Nominee begins to
serve on the Board) and ending on the termination of this Section 3.1(a)
as provided in Section 4.1(b), at all meetings of shareholders of the
Company up to and including the 2009 Meeting, it shall, and shall cause
each of its directors, officers, partners, members, employees, agents
(acting in such capacity), directly or indirectly controlled investment
funds and any Person in whom the Shareholders and/or such funds
beneficially own and/or exercise control or direction over, directly or
indirectly, securities carrying more than 50% of the voting rights of such
Person (collectively, “Representatives”) to,
vote, or provide its consent with respect to, all of the Common Shares
beneficially owned or over which control or direction is exercised by
it:
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(i)
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for
each of the Company’s nominees for election to the
Board,
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(ii)
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for
the approval of a shareholder protection rights plan having substantially
the same terms and conditions as the Amended and Restated Shareholder
Protection Rights Agreement dated as of March 9, 2006, between the Company
and CIBC Mellon Trust Company, and
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(iii)
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in
any matters proposed by shareholders of the Company, in accordance with
the recommendation of the Board.
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Notwithstanding
the foregoing, the Shareholders shall have no restriction on voting or providing
their consent with respect to matters (other than as referred to in items (i),
(ii) and (iii) above) at all meetings of shareholders of the Company up to and
including the 2009 Meeting.
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(b)
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Each
of the Shareholders agrees with the Company that, during the period
commencing on the date hereof and ending on the termination of the
provisions of this
Section 3.1(b) as provided in Sections 4.1(a) and 4.1(c), as applicable,
it shall not, and shall cause each of its Representatives not to, in any
manner, directly or indirectly, alone or in concert with
others:
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(i)
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acquire,
agree or seek to acquire or make any proposal or offer to acquire, or
announce any intention to acquire, beneficially or otherwise, any
securities of the Company or any securities convertible or exchangeable
into or exercisable for any securities of the Company or any property,
asset or business of the Company (other than securities issued pursuant to
a plan established by the Board for members of the Board, a stock split,
stock dividend or similar corporate action initiated by the Company with
respect to any securities beneficially owned by the Shareholders on the
date of this Agreement);
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(ii)
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propose
to any individual, corporation, partnership, limited liability company,
joint venture, estate, trust, association, organization or other entity of
any kind or nature (each, a “Person”), or effect or
seek to effect, any take-over bid, amalgamation, merger, consolidation,
acquisition, scheme, arrangement, business combination or other
extraordinary transaction involving the Company or any of its subsidiaries
or joint ventures or any of their respective securities (each, an “Extraordinary
Transaction”), other than (A) the deposit of any securities of the
Company into a formal take-over bid, or (B) vote any of its securities of
the Company in favour of any Extraordinary Transaction proposed by an
unrelated third party;
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(iii)
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form,
join, encourage, influence, advise or in any way participate in a “group”
(within the meaning of Section 13(d)(3) of the United States Securities Exchange Act of
1934 (the “Exchange Act”)) or act
jointly or in concert (within the meaning of applicable Canadian
securities laws) with any Person with respect to any securities of the
Company or otherwise in any manner agree, attempt, seek or propose to
deposit any securities of the Company or any securities convertible or
exchangeable into or exercisable for any such securities in any voting
trust or similar arrangement;
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(iv)
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make,
or in any way “solicit”, or participate in, any “solicitation” of,
“proxies” (as such terms are defined in the CBCA and applicable Canadian
securities laws, but excluding the exceptions provided in section 67 of
the Regulations under the CBCA, paragraphs (a) and (b) of subsection 68(1)
of the Regulations under the CBCA and paragraphs (i), (j) and (k) of the
definition of “solicit” in section 1.1 of National Instrument 51-102 –
Continuous Disclosure
Obligations of the Canadian Securities Administrators), from the
Company’s shareholders to elect individuals to the Board or to approve
shareholder proposals; provided, however, that nothing in this Section 0 shall prohibit the Nominee (or any Qualified
Designee) from soliciting proxies or consents in his capacity as
a director of the Company for proposals or actions made at the direction
of the Board;
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(v)
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make
or be the proponent of any shareholder proposal, whether pursuant to
section 137 of the CBCA or
otherwise;
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(vi)
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(1)
call or seek to call a meeting of shareholders, (2) seek representation on
the Board, except as set forth herein, or (3) seek the removal of any
member of the Board;
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(vii)
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take
any action in support of or make any proposal or request that constitutes:
(A) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries or joint ventures; (B) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries or joint
ventures; (C) any change in the Board or management of the Company,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the Board; (D) any material change in
the capitalization or dividend policy of the Company; (E) any other
material change in the Company’s business or corporate structure; (F)
changes in the Company’s articles, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Company by any Person; (G) causing a class of securities of the
Company to be delisted from, or to cease to be authorized to be quoted on,
any Exchange; (H) a class of equity securities of the issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Exchange Act; or (I) any action similar to any of those enumerated in
this paragraph (vii);
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(viii)
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seek
to have the Company amend or modify any provisions of the Company’s
articles or by-laws or waive, amend, modify or terminate the Amended and
Restated Shareholder Protection Rights Agreement dated as of March 9,
2006, between the Company and CIBC Mellon Trust Company, as the same may
otherwise be amended, supplemented or replaced from time to
time;
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(ix)
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except
as permitted in Section 3.1(b)(ii), knowingly sell, transfer or otherwise
dispose of any securities of the Company to any Person who, together with
any Person(s) with whom such Person is acting jointly or in concert
(within the meaning of applicable Canadian securities laws), is or will,
upon consummation of such sale, transfer or other disposition (a) become a
beneficial owner of, directly or indirectly, and/or (b) exercise control
or direction over, directly or indirectly, ten percent (10%) or more of
the outstanding voting securities of the Company;
or
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(x)
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request
the Company or any of its representatives, directly or indirectly, to
release any of the Shareholders from, amend or waive, or otherwise take
any action that is inconsistent with any provision of this
Agreement.
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(c)
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Nothing
in this Section 3.1 shall limit any actions that may be taken by the
Nominee or any Qualified Designee acting as a director of the Company
consistent with his or her fiduciary duties to the
Company.
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(d)
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In
the event that any of the Shareholders or their Representatives, (i)
deposit any securities of the Company into a formal take-over bid as
provided in Section 3.1(b)(ii) and the Board has publicly announced or
publicly announces that it is recommending that shareholders of the
Company reject the take-over bid or that it is making no recommendation to
shareholders of the Company in respect of the take-over bid, or (ii) vote
any securities of the Company in favour of an Extraordinary Transaction as
provided in Section 3.1(b)(ii) that has not been approved by the Board
then, upon the request of the Board to the Shareholders, the Shareholders
shall promptly cause the Nominee or the Qualified Designee to resign from
the Board immediately and the Nominee or the Qualified Designee shall
deliver his or her written resignation to the Board
forthwith.
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(e)
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Upon
becoming a member of the Board, the Nominee (and any Qualified Designee)
shall comply with the Charter of the Board (as approved by the Board in
February 2008), as amended, supplemented or replaced from time to time
(the “Board
Charter”) and the Corporate Governance Guidelines and Practices of
MDS (approved by the Board in December 2007), as amended, supplemented or
replaced from time to time (the “Corporate Governance
Guidelines”). The Nominee (and any Qualified Designee)
shall also abide by the terms of the Company’s Global Business Practice
Standards, as amended, supplemented or replaced from time to time (the
“Business
Standards”) by signing the Director Pledge contained in the
Business Standards. The Nominee (and any Qualified Designee)
also shall enter into a formal written director confidentiality agreement
with the Company providing for the director’s confidentiality obligations
to the Company.
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(f)
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Notwithstanding
anything to the contrary in this Agreement, as a condition of serving on
the Board, each Qualified Designee shall execute an instrument in writing
in favour of the Company pursuant to which such Qualified Designee
confirms the representations to be given by him or her as set forth in
this Agreement (including, without limitation, confirmation that he or she
satisfies the Conditions) and agrees to be bound by the terms
hereof.
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ARTICLE 4
TERMINATION
4.1 Termination
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(a)
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The
provisions of this Agreement other than Section 3.1(a), Section 3.1(b)(ii)
and Section 3.1(d) shall remain in full force and effect until the
earliest of:
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(i)
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ten
(10) days following the date that the Company breaches any of its
obligations under Sections 1.1 or 1.2 provided that such breach has not
been cured prior to such date;
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(ii)
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the
date that the Board determines that the Nominee or, if applicable, the
Qualified Designee then in office will not be nominated to stand for
re-election as a director at the 2009 Meeting, other than as a result of:
(A) the Nominee’s (or the Qualified Designee’s) death, resignation,
disqualification (including, without limitation, as a result of failing to
satisfy the Conditions) or removal while in office provided that no
Qualified Designee has been appointed in accordance with Section 1.2
subsequent to the date of such death, resignation, disqualification or
removal, or (B) the Nominee’s (or the Qualified Designee’s) resignation as
provided in Section 3.1(d);
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(iii)
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the
date that the Shareholders, together with any Person(s) with whom one or
more of the Shareholders are acting jointly or in concert (within the
meaning of applicable Canadian securities laws), beneficially own and/or
exercises control or direction over, directly or indirectly, less than
five percent (5%) of the outstanding voting securities of the Company and,
in such event, upon the request of the Board to the Shareholders, the
Shareholders shall promptly cause the Nominee or the Qualified Designee to
resign from the Board immediately and the Nominee or the Qualified
Designee shall deliver his or her written resignation to the Board
forthwith;
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(iv)
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the
date immediately after the 2009 Meeting;
and
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(v)
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the
date established by mutual written agreement of the Company and the
Shareholders.
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(b)
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The
provisions of Section 3.1(a) shall remain in full force and effect until
the earlier of:
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(i)
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the
first to occur of any of the dates provided in Section 4.1(a);
and
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(ii)
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the
date that the Shareholders notify the Company in writing that they are
electing not to select a Qualified Designee pursuant to Section 1.2
following the Nominee’s (or, if applicable, a Qualified Designee’s)
voluntary resignation from the
Board.
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(c)
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The
provisions of Section 3.1(b)(ii) and Section 3.1(d) shall remain in full
force and effect until the later
of:
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(i)
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the
date immediately after the 2009 Meeting;
and
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(ii)
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the
date that is three (3) months after the date of the Nominee’s (or any
Qualified Designee’s) death, resignation, disqualification (including,
without limitation, as a result of failing to satisfy the Conditions) or
removal while in office provided that no Qualified Designee has been
appointed in accordance with Section 1.2 subsequent to the date of such
death, resignation, disqualification or
removal;
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provided
that after the date referred to in Section 4.1(c)(i), nothing in this Agreement
shall prohibit the Shareholders from: (A) proposing to the Board any
Extraordinary Transaction (provided that the Shareholders may not do so in a
manner that would require disclosure of, or the fact of, any such proposal by
the Company under applicable securities laws or the rules of any Exchange); and
(B) participating in any Board-initiated process relating to any Extraordinary
Transaction as specified from time to time by the Board.
4.2 Effect
of Termination
Notwithstanding
Section 4.1, the provisions of Article 4 and Article 5 shall survive the
termination of any of the provisions this Agreement. No termination
pursuant to Section 4.1 shall relieve any party hereto from liability for any
breach of this Agreement prior to such termination.
ARTICLE 5
GENERAL
5.1 Notices
All
notices, requests, claims, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given to a party if delivered
in person or sent by overnight delivery (providing proof of delivery) to the
party at the following addresses (or at such other address for a party as shall
be specified by like notice) on the date of delivery, or if by facsimile, upon
confirmation of receipt:
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If
to the Company:
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0000
Xxxxxxxx Xxxx. East
Suite
300, West Tower
Mississauga,
Ontario L4W 4V9
Attention: General
Counsel
Telephone: 416.213.4255
Facsimile:
416.213.4222
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If
to the Shareholders and any of their Representatives:
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c/o
ValueAct Capital
000
Xxxxxxx Xxxxxx, Xxxxxx Xxxxx
Xxx
Xxxxxxxxx, XX 00000
Attention: General
Counsel
Telephone: 415.362.3700
Facsimile:
415.362.5727
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5.2 No
Third-Party Beneficiaries
Nothing
in this Agreement, whether express or implied, is intended to or shall confer
any rights, benefits or remedies under or by reason of this Agreement on any
Persons other than the parties and their respective successors (or, in respect
of the Nominee, his heirs, administrators, executors and personal
representatives) and permitted assigns, nor is anything in this Agreement
intended to relieve or discharge the obligation or liability of any third
Persons to any party, nor shall any provisions give any third Persons any right
or subrogation over or action against any party.
5.3 Governing
Law
This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable
therein, without giving effect to the conflicts of law provisions thereof. Any
disputes arising out of or in connection with this Agreement shall be
adjudicated in the Courts of Ontario. Each party hereto irrevocably submits (and
the Shareholders shall cause the Representatives to submit) to the personal
jurisdiction of such court for the purposes of any such suit, action,
counterclaim or proceeding arising out of this Agreement (collectively, a “Suit”). Each of the parties
hereto hereby waives and agrees not to assert by way of motion, as a defense or
otherwise in any such Suit, any claim that it is not subject to jurisdiction of
the above court, that such Suit is brought in an inconvenient forum, or the
venue of such Suit is improper.
Each of
the parties hereby agrees (and the Shareholders shall cause the Representatives
to accept) that service of all writs, process and summonses in any Suit may be
made upon such party or Representative by mail to the address as provided in
this Agreement. Nothing herein shall in anyway be deemed to limit the ability of
any party to serve any such writs, process or summonses in any other matter
permitted by applicable law.
5.4 Assignment;
Successors
This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties and their respective successors (or, in respect of the Nominee,
his heirs, administrators, executors and personal representatives) and permitted
assigns. No party to this Agreement may assign its rights or delegate
its obligations under this Agreement, whether by operation of law or
otherwise.
5.5 Amendments;
Waivers
Subject
to applicable law, this Agreement may only be amended pursuant to a written
agreement executed by all the parties, and no waiver of compliance with any
provision or condition of this Agreement and no consent provided for in this
Agreement shall be effective unless evidenced by a written instrument executed
by the party against whom such waiver or consent is to be
effective. No waiver of any term or provision of this Agreement shall
be construed as a further or continuing waiver of such term or provision or any
other term or provision.
5.6 Entire
Agreement
This
Agreement constitutes the entire agreement of all the parties and supersedes any
and all prior and contemporaneous agreements, memoranda, arrangements and
understandings, both written and oral, between the parties, or any of them, with
respect to the subject matter hereof. No representation, warranty,
promise, inducement or statement of intention has been made by any party which
is not contained in this Agreement and no party shall be bound by, or be liable
for, any alleged representation, promise, inducement or statement of intention
not contained herein or therein. The parties expressly disclaim
reliance on any information, statements, representations or warranties regarding
the subject matter of this Agreement other than the terms of this
Agreement.
5.7 Counterparts
To
facilitate execution, this Agreement may be executed in any number of
counterparts (including by facsimile transmission), each of which shall be
deemed to be an original, but all of which together shall constitute one binding
agreement on the parties, notwithstanding that not all parties are signatories
to the same counterpart.
5.8 Specific
Performance
The
parties agree that irreparable damage would occur in the event any of the
provisions of this Agreement were not performed in accordance with the terms
hereof and that the parties are entitled to an injunction or specific
performance of the terms hereof in addition to any other remedies at law or in
equity.
[Signature
Page Follows]
IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first above
written.
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By:
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/s/Xxxxxxx X. XxXxxxx | |
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Name: Xxxxxxx
X.XxXxxxx
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Title:
President & CEO
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SHAREHOLDERS:
ValueAct
Capital Master Fund, L.P.
By
Its General Partner, VA Partners I, LLC
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By:
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/s/ Xxxxxx X. Xxxxx, Xx. | |
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Name: Xxxxxx
X. Xxxxx, Xx.
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Title: Chief
Operating Officer
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ValueAct
Capital Master Fund III, L.P.,
By
Its General Partner, VA Partners III, LLC
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By:
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/s/ Xxxxxx X. Xxxxx, Xx. | |
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Name: Xxxxxx
X. Xxxxx, Xx.
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Title: Chief
Operating Officer
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VA
Partners I, LLC
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By:
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/s/ Xxxxxx X. Xxxxx, Xx. | |
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Name: Xxxxxx
X. Xxxxx, Xx.
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Title: Chief
Operating Officer
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VA
Partners III, LLC
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By:
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/s/ Xxxxxx X. Xxxxx, Xx. | |
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Name: Xxxxxx
X. Xxxxx, Xx.
|
||
|
Title: Chief
Operating Officer
|
||
|
ValueAct
Capital Management, L.P.,
By
Its General Partner, ValueAct Capital Management, LLC
|
||
|
By:
|
/s/ Xxxxxx X. Xxxxx, Xx. | |
|
Name: Xxxxxx
X. Xxxxx, Xx.
|
||
|
Title: Chief
Operating Officer
|
||
|
ValueAct
Capital Management, LLC
|
||
|
By:
|
/s/ Xxxxxx X. Xxxxx, Xx. | |
|
Name: Xxxxxx
X. Xxxxx, Xx.
|
||
|
Title: Chief
Operating Officer
|
||
|
ValueAct
Holdings, L.P.
By
Its General Partner, VA Holdings Group GP, LLC
|
||
|
By:
|
/s/ Xxxxxx X. Xxxxx, Xx. | |
|
Name: Xxxxxx
X. Xxxxx, Xx.
|
||
|
Title: Chief
Operating Officer
|
||
|
ValueAct
Holdings GP, LLC
|
||
|
By:
|
/s/ Xxxxxx X. Xxxxx, Xx. | |
|
Name: Xxxxxx
X. Xxxxx, Xx.
|
||
|
Title: Chief
Operating Officer
|
||
| /s/Xxxxxxx X. Xxxxx | |
|
Xxxxxxx
X. Xxxxx
|
