Common use of Declassification Proposal Clause in Contracts

Declassification Proposal. The Board and all applicable committees of the Board shall take all necessary actions to seek stockholder approval at the 2017 Annual Meeting for a binding proposal to amend the Certificate of Incorporation to eliminate the Company’s classified board structure (the “Declassification Proposal”) in a manner that results in (i) the annual election of the entire Board being phased in over a three-year period commencing at the 2018 annual meeting of stockholders (the “2018 Annual Meeting”) and concluding at the 2020 annual meeting of stockholders; (ii) no change in the term of any directors elected to the Board at the 2017 Annual Meeting or at any time prior thereto; (iii) the directors who are elected at the 2017 Annual Meeting being the final “class of directors” elected to serve for a three-year term; and (iv) from and after the 2020 annual meeting of stockholders, all members of the Board being elected at the same time to serve a term that expires at the next annual meeting of stockholders and after their successors are duly elected and qualified. The Board shall recommend in favor of the Declassification Proposal and solicit proxies in support of the Declassification Proposal.