Common use of Board Access Clause in Contracts

Board Access. On a quarterly basis during each of the four fiscal quarters of the Company beginning with the fiscal quarter that starts June 3, 2006, no more than two (2) representatives of the Barington Group (the “Representatives”) shall be afforded an opportunity to meet in person with the Board (the “Meetings”). By written notice to the Board, the Representatives may be changed from time to time by the Barington Group. The Representatives shall deliver written notice to the Chairman of the Board of the request to have each Meeting, and each such Meeting shall occur either immediately prior to or immediately after the next scheduled Board meeting, except as otherwise agreed by the Representatives and the Company. Such Meetings may include participation by members of the Board by means of a conference telephone or video conference telephone hook-up that would satisfy the Company’s by-law requirement for a Board meeting, provided, however, that a majority of directors, the presiding independent director, and the Chairman of the Board shall be present in person at such Meetings. The parties hereto acknowledge that the matters that may be discussed at any Meeting may include information regarding the Company that is material, non-public information. Further, the parties hereto acknowledge that pursuant to the United States securities laws any person that receives material, non-public information regarding the Company shall be prohibited from purchasing or selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of the Company. (c) The rights and obligations of the parties set forth in this Section 2 shall be fully binding on the parties hereto in accordance with the provisions hereof until June 2, 2007.

Board Access. (a) On a quarterly basis during each of the four fiscal quarters of the Company beginning with the fiscal quarter that starts June 3, 2006, no more than two (2) representatives of the Barington Group (the “Representatives”) shall be afforded an opportunity to meet in person with the Board (the “Meetings”). By written notice to the Board, the Representatives may be changed from time to time by the Barington Group. The Representatives shall deliver written notice to the Chairman of the Board of the request to have each Meeting, and each such Meeting shall occur either immediately prior to or immediately after the next scheduled Board meeting, except as otherwise agreed by the Representatives and the Company. Such Meetings may include participation by members of the Board by means of a conference telephone or video conference telephone hook-up that would satisfy the Company’s by-law requirement for a Board meeting, provided, however, that a majority of directors, the presiding independent director, and the Chairman of the Board shall be present in person at such Meetings. . (b) The parties hereto acknowledge that the matters that may be discussed at any Meeting may include information regarding the Company that is material, non-public information. Further, the parties hereto acknowledge that pursuant to the United States securities laws any person that receives material, non-public information regarding the Company shall be prohibited from purchasing or selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of the Company. (c) The rights and obligations of the parties set forth in this Section 2 shall be fully binding on the parties hereto in accordance with the provisions hereof until June 2, 2007.