Common use of Board Nomination Clause in Contracts

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time.

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, expand the size of the Board by one and appoint R. Xxxxxxx Xxxxxx Xxxxx Xxxxx (the “New Nominee”) to the Board to serve as a director of the Company, include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 2016 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 2016 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to that, in connection with the appointment and nomination of the New Nominee, such New Nominee shall (i) have has completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter letter, a customary background check and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have has agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time.

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the The Company agrees that (x) to appoint Mxxx Xxxx to the Board of Directors as the initial Purchaser Designee effective as of the Company Closing and (y) to appoint to the Board of Directors as an additional Purchaser Designee another individual, selected by the Purchaser within ten (10) Business Days after the Closing in accordance with Section 4.06(c) and who qualifies as an “Board”independent director” under the rules of NASDAQ, effective within ten (10) willBusiness Days after such selection, no later than five (5) business days following and to take all necessary action at the execution effective time of this Agreement, expand such appointment to increase the size of the Board and appoint R. Xxxxxxx Xxxxxx of Directors by one (1). The Company agrees that, subject to Section 4.06(c), the Purchaser shall have the right to nominate at each meeting of shareholders at which individuals will be elected members of the Board of Directors a total of two (2) nominees of the Purchaser, one of whom must qualify as an “New Nominee”independent director” under the rules of NASDAQ (for the avoidance of doubt, the Purchaser shall have a right to nominate two (2) members to the Board of Directors if and only so long as the Purchaser does not fall below the Minimum Ownership Threshold (as defined below) at any point in time). Notwithstanding the foregoing, the Purchaser shall not have a right to serve nominate any member to the Board of Directors from and after such time as a director the Purchaser ceases to meet the Minimum Ownership Threshold. The Purchaser ceases to meet the “Minimum Ownership Threshold” when the Purchaser ceases to Beneficially Own Class A Shares representing at least 10% of the Companyaggregate voting power of the outstanding Class A Shares, include assuming exercise, conversion or exchange of all outstanding securities (including the New Nominee in Preferred Shares, the Alternative Preference Shares and the Class B Shares) that are exercisable, convertible or exchangeable for or into Class A Shares without regard to any limitation or restriction on exercise, conversion or exchange or any issuance of additional securities of the Company after the Closing (other than securities issued or granted under the Company’s slate of recommended employee or director candidates for election to the Board at the 2015 Annual Meetingemployment, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nomineecompensation, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaireincentive and/or benefit plans, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directorsprograms, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board agreements or Board committees or otherwise among directors and/or managementother similar arrangements), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time.

Board Nomination. (a) In accordance If (i) either (1) a person affiliated with the Company’s organizational documents and applicable lawValueAct Capital Management, the Company agrees that the Board of Directors of the Company L.P. or its affiliates (the “BoardValueAct”) will(currently Xxxxxxx X. Xxxxx) or (2) a person affiliated with Longview Asset Management, no later than five LLC or its affiliates (5“Longview”) business days following the execution of this Agreement(currently Xxxxx X. Star), expand the size ceases to serve as a member of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to for any reason in a circumstance, in either case, in which a replacement director that is a person affiliated with such stockholder is not promptly appointed, the Board shall promptly appoint the Xxxx Designee to serve as a director of on the CompanyBoard and thereafter nominate or renominate, include as applicable, the New Nominee in the Company’s slate of recommended director candidates Xxxx Designee for election to the Board at the 2015 Annual Meeting, Company’s 2017 and solicit proxies in favor 2018 annual meeting of stockholders; (ii) the election of the New Nominee at the 2015 Annual Meeting Board fails to nominate both a director who is a person affiliated with ValueAct and otherwise support the New Nominee a person affiliated with Longview for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed Board at the Company’s Director Questionnaire2017 or 2018 annual meeting of stockholders, the Board shall nominate or renominate, as applicable, the Xxxx Designee for election as a director at the Company’s board nominee representation letter 2017 and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in 2018 annual meetings of the Board stockholders; or Board committees (iii) either ValueAct or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable Longview ceases to all beneficially own at least 5% of the Company’s non-management directors (each outstanding Common Stock, the Board shall nominate or renominate, as provided to applicable, the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates Xxxx Designee for election as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which director at the Company’s Shares are listed 2017 and such other customary information as reasonably requested by 2018 annual meetings of stockholders; provided that, in the case of any of the foregoing clauses (i) to (iii) of this Section 1(a), (x) the Company for purposes shall have completed, to its satisfaction, a customary background check on the Xxxx Designee, (y) the Board does not conclude in good faith, after consultation with outside legal counsel, that such appointment would constitute a breach of satisfying any legal disclosure requirements. The New Nominee the directors’ fiduciary duties (it being acknowledged that to the extent the Board makes such a determination the Company shall promptly inform the Xxxx Group of such determination and a replacement candidate shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Companyselected pursuant to Section 1(e) below), and (z) under no circumstances shall the Board be entitled obligated to appoint, nominate or renominate more than one Xxxx Designee to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time Board pursuant to timethis Section 1(a).

Board Nomination. The Company agrees (ai) In accordance with to increase the size of its Board of Directors to eleven (11) members, (ii) to increase the size of Class III of its Board of Directors from three (3) to four (4) members, (iii) to appoint Xxxxxxx to its Board of Directors, as a Class III director, effective as of March 31, 2006, to serve for the remainder of the term of the Class III directors (which expires at the 2006 Annual Meeting) and until his successor is duly elected and qualified, (iv) to include Xxxxxxx in its Board of Directors’ slate of nominees for election as a Class III director of the Company at the 2006 Annual Meeting, (v) to nominate Xxxxxxx as a member of the Company’s organizational documents Board of Directors at the 2006 Annual Meeting, (vi) not to take action to remove Xxxxxxx as a member of the Company’s Board of Directors other than for cause, (vii) to cause the Company’s proxy statement for the 2006 Annual Meeting to include a proposal to approve the Amendment and applicable law, the Company agrees that recommendation of the Board of Directors that the Amendment be approved, (viii) to cause all proxies received by the Company to be voted in the manner specified by such proxies and all proxies for which a vote is not specified to be voted for the election of Xxxxxxx as a member of the Company Company’s Board of Directors and for each other proposal for which the Company’s Board of Directors recommends a vote in favor, (ix) to use its commercially reasonable efforts to cause the 2006 Annual Meeting to be held on May 10, 2006, (x) to use its commercially reasonable efforts to ensure that the Company’s slate of directors is elected at the 2006 Annual Meeting and each other proposal for which the Company’s Board of Directors recommends a vote in favor are approved by the necessary stockholder vote at the 2006 Annual Meeting, and (xi) to cause its Controlled Affiliates and seek to cause its Affiliates, to vote all shares of Common Stock over which they have voting power in favor of the Company’s slate of directors and the Amendment, clauses (i) through (v) above subject to Xxxxxxx’x execution and delivery on or prior to March 31, 2006 of the following documents, each of which has been provided to Xxxxxxx: (a) a Form 3, (b) a Power of Attorney (provided that the Greenlight Parties will be provided any filing on the business day prior to the proposed day for the filing thereof in order to review and comment), (c) the Company’s Xxxxxxx Xxxxxxx Policy and acknowledgement form (it being agreed and understood that the Greenlight Parties need only preclear the fact that the Greenlight Parties may trade and not the specific terms of any trades with the General Counsel or his designee), (d) the Company’s Code of Business Conduct and Ethics and acknowledgement form, (e) the Company’s standard form of Indemnification Agreement and (f) the Company’s standard form of director and officer questionnaire (collectively with the documents described in clauses (a), (b), (c), (d) and (e) above, the “BoardBoard Documents”) will). If at any time during the Standstill Period, no later than five (5) business days following the execution of this AgreementXxxxxxx is unable to serve, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) due to the Board to serve death or disability, as a nominee or a director of the Company, include the New Nominee in Greenlight Parties may select a replacement nominee or director (a “Replacement Designee”), as the case may be, subject to such Replacement Designee satisfying the Company’s slate of recommended director candidates for election to Corporate Governance Guidelines and completing the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to timeDocuments.

Board Nomination. The Company agrees (ai) In accordance with to increase the size of its Board of Directors to eleven (11) members, (ii) to increase the size of Class III of its Board of Directors from three (3) to four (4) members, (iii) to appoint Xxxxxxx to its Board of Directors, as a Class III director, effective as of March 31, 2006, to serve for the remainder of the term of the Class III directors (which expires at the 2006 Annual Meeting) and until his successor is duly elected and qualified, (iv) to include Xxxxxxx in its Board of Directors' slate of nominees for election as a Class III director of the Company at the 2006 Annual Meeting, (v) to nominate Xxxxxxx as a member of the Company’s organizational documents 's Board of Directors at the 2006 Annual Meeting, (vi) not to take action to remove Xxxxxxx as a member of the Company's Board of Directors other than for cause, (vii) to cause the Company's proxy statement for the 2006 Annual Meeting to include a proposal to approve the Amendment and applicable law, the Company agrees that recommendation of the Board of Directors that the Amendment be approved, (viii) to cause all proxies received by the Company to be voted in the manner specified by such proxies and all proxies for which a vote is not specified to be voted for the election of Xxxxxxx as a member of the Company Company's Board of Directors and for each other proposal for which the Company's Board of Directors recommends a vote in favor, (ix) to use its commercially reasonable efforts to cause the “Board”2006 Annual Meeting to be held on May 10, 2006, (x) willto use its commercially reasonable efforts to ensure that the Company's slate of directors is elected at the 2006 Annual Meeting and each other proposal for which the Company's Board of Directors recommends a vote in favor are approved by the necessary stockholder vote at the 2006 Annual Meeting, no later than five and (5xi) business days following the execution to cause its Controlled Affiliates and seek to cause its Affiliates, to vote all shares of this Agreement, expand the size Common Stock over which they have voting power in favor of the Board Company's slate of directors and appoint R. Xxxxxxx Xxxxxx the Amendment, clauses (i) through (v) above subject to Xxxxxxx'x execution and delivery on or prior to March 31, 2006 of the “New Nominee”following documents, each of which has been provided to Xxxxxxx: (a) a Form 3, (b) a Power of Attorney (provided that the Greenlight Parties will be provided any filing on the business day prior to the proposed day for the filing thereof in order to review and comment), (c) the Company's Xxxxxxx Xxxxxxx Policy and acknowledgement form (it being agreed and understood that the Greenlight Parties need only preclear the fact that the Greenlight Parties may trade and not the specific terms of any trades with the General Counsel or his designee), (d) the Company's Code of Business Conduct and Ethics and acknowledgement form, (e) the Company's standard form of Indemnification Agreement and (f) the Company's standard form of director and officer questionnaire (collectively with the documents described in clauses (a), (b), (c), (d) and (e) above, the "Board Documents"). If at any time during the Standstill Period, Xxxxxxx is unable to serve serve, due to death or disability, as a nominee or a director of the Company, include the New Nominee in Greenlight Parties may select a replacement nominee or director (a "Replacement Designee"), as the case may be, subject to such Replacement Designee satisfying the Company’s slate of recommended director candidates for election to 's Corporate Governance Guidelines and completing the Board at the 2015 Annual Meeting, and solicit proxies in favor of the election of the New Nominee at the 2015 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to timeDocuments.

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, will (a) no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx X. Xxxxx (the “New Nominee”) to the Board to serve as a Company director of the Company, include and (b) nominate the New Nominee for election as a Company director at the Company’s first annual general meeting of shareholders following the date hereof (the “Next Annual Meeting”) (other than in the case of the refusal or inability of the New Nominee to serve), together with the other persons included in the Company’s slate of recommended director candidates nominees for election to the Board as directors at the 2015 Next Annual Meeting, and solicit proxies in favor of . The Blue Harbour Parties have informed the election of Company that the New Nominee at the 2015 Annual Meeting is not affiliated with, and otherwise support the New Nominee for election in a manner has no less rigorous and favorable than the manner in which pre-existing or prior business relationship with, the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to or the appointment and nomination of the New NomineeBlue Harbour Parties; nonetheless, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also Blue Harbour Party agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as is reasonably requested by the Company for purposes of satisfying any legal disclosure requirementsCompany. The Company agrees that (x) the Board will recommend that the shareholders of the Company vote to elect the New Nominee shall be compensated for his service as a director of the Company at the Next Annual Meeting and (y) the Company shall be reimbursed for his expenses use reasonable efforts (which shall include the solicitation of proxies) to obtain the election of the New Nominee at the Next Annual Meeting not less than the efforts used by the Company to obtain the election of any other independent director nominee nominated by it to serve as a director on the same basis as all other non-employee directors of Board at the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to timeNext Annual Meeting.

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, (i) expand the size of the Board to twelve (12) members and appoint R. Xxxxxxx Xxxxxx X. Xxxxxxxx (the “New Nominee”) to the Board to serve as a director of the Company as a member of the class of directors whose terms expire at the Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) (it being understood that immediately following the 2016 Annual Meeting (upon which the resignations of Xxxxxx X. Xxxxxx and Major General Xxxx X. XxXxxx, USA (Xxx.) from the Board shall become effective), the number of directors constituting the whole Board shall be set at ten (10)), (ii) include the New Nominee in the Company’s slate of recommended director candidates for election to the Board at the 2015 2016 Annual Meeting, and (iii) solicit proxies in favor of the election of the New Nominee at the 2015 2016 Annual Meeting and otherwise support the New Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees, and (iv) obtain the consent of Xxxxx X. Xxxx, currently a member of the class of directors whose term expires at the 2016 Annual Meeting, to serve as a member of the class of directors whose terms expire at the Company’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) (a “Class II Director”) and take all other necessary actions to cause Xx. The Stockholder Group Xxxx to serve as a Class II Director. Voce acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (ix) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter letter, a customary background check and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group Voce prior to the date hereof) and (iiy) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(sNASDAQ Global Select Market (“NASDAQ”) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group Voce prior to the date hereof). Each of the Stockholders Voce also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed NASDAQ and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time.

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, will (a) no later than five (5) business days following the execution of this Agreement, expand the size of the Board and appoint R. Xxxxxxx Xxxxxx Cxxxxxx X. Xxxxx (the “New Nominee”) to the Board to serve as a Company director of the Company, include and (b) nominate the New Nominee for election as a Company director at the Company’s first annual general meeting of shareholders following the date hereof (the “Next Annual Meeting”) (other than in the case of the refusal or inability of the New Nominee to serve), together with the other persons included in the Company’s slate of recommended director candidates nominees for election to the Board as directors at the 2015 Next Annual Meeting, and solicit proxies in favor of . The Blue Harbour Parties have informed the election of Company that the New Nominee at the 2015 Annual Meeting is not affiliated with, and otherwise support the New Nominee for election in a manner has no less rigorous and favorable than the manner in which pre-existing or prior business relationship with, the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to or the appointment and nomination of the New NomineeBlue Harbour Parties; nonetheless, such New Nominee shall (i) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof). Each of the Stockholders also Blue Harbour Party agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as is reasonably requested by the Company for purposes of satisfying any legal disclosure requirementsCompany. The Company agrees that (x) the Board will recommend that the shareholders of the Company vote to elect the New Nominee shall be compensated for his service as a director of the Company at the Next Annual Meeting and (y) the Company shall be reimbursed for his expenses use reasonable efforts (which shall include the solicitation of proxies) to obtain the election of the New Nominee at the Next Annual Meeting not less than the efforts used by the Company to obtain the election of any other independent director nominee nominated by it to serve as a director on the same basis as all other non-employee directors of Board at the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to timeNext Annual Meeting.

Board Nomination. (a) In accordance If (i) either (1) a person affiliated with the Company’s organizational documents and applicable lawValueAct Capital Management, the Company agrees that the Board of Directors of the Company L.P. or its affiliates (the “BoardValueAct”) will(currently Gxxxxxx X. Xxxxx) or (2) a person affiliated with Longview Asset Management, no later than five LLC or its affiliates (5“Longview”) business days following the execution of this Agreement(currently Jxxxx X. Star), expand the size ceases to serve as a member of the Board and appoint R. Xxxxxxx Xxxxxx (the “New Nominee”) to for any reason in a circumstance, in either case, in which a replacement director that is a person affiliated with such stockholder is not promptly appointed, the Board shall promptly appoint the Àxxx Designee to serve as a director of on the CompanyBoard and thereafter nominate or renominate, include as applicable, the New Nominee in the Company’s slate of recommended director candidates Axxx Designee for election to the Board at the 2015 Annual Meeting, Company’s 2017 and solicit proxies in favor 2018 annual meeting of stockholders; (ii) the election of the New Nominee at the 2015 Annual Meeting Board fails to nominate both a director who is a person affiliated with ValueAct and otherwise support the New Nominee a person affiliated with Longview for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group acknowledges that as a condition to the appointment and nomination of the New Nominee, such New Nominee shall (i) have completed and executed Board at the Company’s Director Questionnaire2017 or 2018 annual meeting of stockholders, the Board shall nominate or renominate, as applicable, the Àxxx Designee for election as a director at the Company’s board nominee representation letter 2017 and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in 2018 annual meetings of the Board stockholders; or Board committees (iii) either ValueAct or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable Longview ceases to all beneficially own at least 5% of the Company’s non-management directors (each outstanding Common Stock, the Board shall nominate or renominate, as provided to applicable, the Stockholder Group prior to the date hereof). Each of the Stockholders also agrees to provide upon request such information about itself and its Affiliates and Associates Àxxx Designee for election as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which director at the Company’s Shares are listed 2017 and such other customary information as reasonably requested by 2018 annual meetings of stockholders; provided that, in the case of any of the foregoing clauses (i) to (iii) of this Section 1(a), (x) the Company for purposes shall have completed, to its satisfaction, a customary background check on the Àxxx Designee, (y) the Board does not conclude in good faith, after consultation with outside legal counsel, that such appointment would constitute a breach of satisfying any legal disclosure requirements. The New Nominee the directors’ fiduciary duties (it being acknowledged that to the extent the Board makes such a determination the Company shall promptly inform the Axxx Group of such determination and a replacement candidate shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Companyselected pursuant to Section 1(e) below), and (z) under no circumstances shall the Board be entitled obligated to appoint, nominate or renominate more than one Àxxx Designee to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time Board pursuant to timethis Section 1(a).

Board Nomination. (a) In accordance with the Company’s organizational documents and applicable law, the Company agrees that the Board of Directors of the Company (the “Board”) will, no later than five (5) business days following the execution of this Agreement, (i) expand the size of the Board to seven (7) members, if necessary, and appoint R. Xxxxxxx Xxxxxx X. Xxxxxxxx (the “New NomineeDirector”) to the Board to serve as a director of the Company until the Company’s 2018 Annual Meeting of Stockholders, scheduled to be held on December 1, 2017 (the “2018 Annual Meeting”), (ii) include the New Nominee Director in the Company’s slate of recommended director candidates for election to the Board at the 2015 2018 Annual Meeting, and (iii) solicit proxies in favor of the election of the New Nominee Director at the 2015 2018 Annual Meeting and otherwise support the New Nominee Director for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Stockholder Group Voce acknowledges that as a condition to the appointment and nomination of the New NomineeDirector, such New Nominee Director shall have (ix) have completed and executed the Company’s Director Questionnaire, the Company’s board nominee representation letter and such other materials as customarily requested of director candidates (each as provided to the Stockholder Group prior to the date hereof) and (ii) have agreed to provide the information that is required to be or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(sNasdaq Global Select Market (“Nasdaq”) on which the Company’s Shares are listed and such other customary information as reasonably requested by the Company of other director candidates and directors, and (y) agreed to comply with all policies, codes of conduct, confidentiality obligations (including agreeing to preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees or otherwise among directors and/or management), securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors (each as provided to the Stockholder Group prior to the date hereof)directors. Each of the Stockholders Voce also agrees to provide upon request such information about itself and its Affiliates and Associates as is required to be or is customarily disclosed in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of the stock exchange(s) on which the Company’s Shares are listed Nasdaq and such other customary information as reasonably requested by the Company for purposes of satisfying any legal disclosure requirements. The New Nominee shall be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, and shall be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, all as such rights may exist from time to time.