Common use of Director Replacements Clause in Contracts

Director Replacements. From the date of this Agreement until the Termination Date, if any New Director is no longer able to serve as a director for any reason, and so long as the Engaged Group continuously beneficially owns in the aggregate at least the lesser of (x) 2.5% of outstanding shares of Common Stock and (y) 2,373,037 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), then the Engaged Group shall identify and recommend to the Board a replacement director who is not an Affiliate of the Engaged Group to fill the resulting vacancy and any such candidate shall be subject to review and approval by the Nominating Committee and the Board, such approval not to be unreasonably withheld (any such replacement director, a “Replacement Director”). The Nominating Committee and the Board shall make their determination within ten (10) Business Days after any such replacement director candidate submits to the Company a fully completed copy of the Company’s standard director & officer questionnaire, provided that such questionnaire shall be deemed fully completed after the successful completion of a customary background check, to be completed by the Company not more than five (5) Business Days following the Company’s receipt of such questionnaire. In the event the Nominating Committee and the Board do not accept a replacement director candidate recommended by the Engaged Group as the Replacement Director (it being acknowledged that the Nominating Committee and the Board cannot unreasonably withhold their acceptance), the Engaged Group shall have the right to recommend additional replacement director(s) to fill the resulting vacancy, whose appointment shall be subject to the Nominating Committee and the Board recommending such person in accordance with the procedures described above, until a Replacement Director is approved and appointed to the Board. Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall consider whether such Replacement Director has the necessary qualifications to be appointed to any committee of the Board of which the replaced director was a member immediately prior to such director’s departure from the Board, and, if the qualifications for such committee(s) are met, shall appoint such Replacement Director to such committee(s) or, if the qualifications for such committee(s) are not met, shall appoint the Replacement Director to another committee of the Board to the extent permissible under the Company’s Corporate Governance Guidelines and NYSE rules and applicable laws. Upon a Replacement Director’s appointment to the Board, such Replacement Director shall be deemed to be a New Director for all purposes under this Agreement.

Director Replacements. From the date of this Agreement until the Termination Date, if any New Director of Xxxxxx Xxxxx, Xxxxxxx Xxxxxxx or Xxxxxx Xxxxxxxxx is no longer able to serve as a director for any reason, and so long as the Engaged Group continuously beneficially owns in the aggregate at least the lesser of (x) 2.5% of the outstanding shares of Common Stock and (y) 2,373,037 2,457,930 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), then the Engaged Group shall identify and recommend to the Board a replacement director who is not an Affiliate of the Engaged Group to fill the resulting vacancy and any such candidate shall be subject to review and approval by the Nominating and Corporate Governance Committee (the “Nominating Committee”) and the Board, such approval not to be unreasonably withheld withheld, it being acknowledged and agreed for all purposes of this Section 1(c) that the Nominating Committee and the Board shall be deemed to be acting reasonably in considering the Board’s compliance with guidelines and principles related to diversity espoused by proxy advisory services and significant institutional stockholders in the Board’s review and approval of any such candidates (any such replacement director, a “Replacement Director”). The Nominating Committee and the Board shall make their determination within ten (10) Business Days after any such replacement director candidate submits to the Company a fully completed copy of the Company’s standard director & officer questionnaire, provided that such questionnaire shall be deemed fully completed after the successful completion of a customary background check, to be completed by the Company not more than five (5) Business Days following the Company’s receipt of such questionnaire. In the event the Nominating Committee and the Board do not accept a replacement director candidate recommended by the Engaged Group as the Replacement Director (it being acknowledged that the Nominating Committee and the Board cannot unreasonably withhold their acceptance), the Engaged Group shall have the right to recommend additional replacement director(s) to fill the resulting vacancy, whose appointment shall be subject to the Nominating Committee and the Board recommending such person in accordance with the procedures described above, until a Replacement Director is approved and appointed to the Board. Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall consider whether such Replacement Director has the necessary qualifications to be appointed to any committee of the Board of which the replaced director was a member immediately prior to such director’s departure from the Board, and, if the qualifications for such committee(s) are met, shall appoint such Replacement Director to such committee(s) or, if the qualifications for such committee(s) are not met, shall appoint the Replacement Director to another committee of the Board to the extent permissible under the Company’s Corporate Governance Guidelines and NYSE New York Stock Exchange rules and applicable laws. Upon a Replacement Director’s appointment to the Board, such Replacement Director shall be deemed to be a New Director for all purposes under this Agreement.

Director Replacements. From the date of this Agreement until the Termination Date, if any the New Director is no longer able to serve as a director for any reason, and so long as the Engaged Group continuously beneficially owns in the aggregate at least the lesser of (x) 2.53.0% of the outstanding shares of Common Stock and (y) 2,373,037 1,086,165 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), then the Engaged Group shall identify and recommend to the Board a replacement director who is not an Affiliate of employee of, and who is independent from, the Engaged Group to fill the resulting vacancy and any such candidate shall be subject to review and approval by the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) and the Board, such approval not to be unreasonably withheld (any such replacement director, a “Replacement Director”). The Nominating Committee and the Board shall make their determination within ten (10) Business Days after any such replacement director candidate submits to the Company a fully completed copy of the Company’s standard director & officer questionnaire, provided that such questionnaire shall be deemed fully completed after the successful completion of a customary background check, to be completed by the Company not more than five (5) Business Days following the Company’s receipt of such questionnaire. In the event the Nominating Committee and the Board do not accept a replacement director candidate recommended by the Engaged Group as the Replacement Director (it being acknowledged that the Nominating Committee and the Board cannot unreasonably withhold their acceptance), the Engaged Group shall have the right to recommend additional replacement director(s) to fill the resulting vacancy, whose appointment shall be subject to the Nominating Committee and the Board recommending such person in accordance with the procedures described above, until a Replacement Director is approved and appointed to the Board. Upon Subject to NYSE rules, the Company’s Corporate Governance Guidelines and applicable law, upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall consider whether such Replacement Director has the necessary qualifications to be appointed to any committee applicable committee(s) of the Board of which the replaced director was a member immediately prior to such director’s departure from the Boardresignation or removal, and, if the qualifications for such committee(s) are met, shall appoint such Replacement Director to such committee(s) or, if the qualifications for such committee(s) are not met, shall appoint the ). Any Replacement Director designated pursuant to another committee of this Section 1(c) replacing the Board New Director prior to the extent permissible under mailing of the Company’s Corporate Governance Guidelines and NYSE rules and applicable lawsdefinitive proxy statement for the 2024 Annual Meeting shall stand for election at the 2024 Annual Meeting together with the Company’s other director nominees. Upon a Replacement Director’s appointment to the Board, such Replacement Director shall be deemed to be a the New Director for all purposes under this Agreement.

Director Replacements. From the date of this Agreement the appointment of the Additional Independent Director until the Termination Date, if any New the Additional Independent Director is no longer able to serve as a director for any reason, and so long as the Engaged Group continuously (from the date hereof through such date of determination) beneficially owns in the aggregate at least the lesser of (x) 2.53% of the then-outstanding shares of Class A Common Stock and (y) 2,373,037 1,182,151 shares of Class A Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “Ownership Threshold”), then the Board and the Engaged Group shall cooperate jointly to identify and recommend to the Board a replacement director who is not an Affiliate of the Engaged Group to fill the resulting vacancy and any such candidate shall (i) be subject to review and approval by the Nominating Committee and the Board and shall be reasonably acceptable to the Engaged Group and (ii) unless waived by the Board, such approval not to be unreasonably withheld satisfy the Director Criteria (any such replacement director, a “Replacement Director”). The Nominating Committee Committee’s and the Board shall make their Board’s determination within ten (10) Business Days after that any such replacement director candidate submits is reasonably acceptable shall be subject to the Company their review of a fully completed copy of the Company’s standard director & officer questionnairequestionnaire and, provided that such questionnaire shall be deemed fully completed after if desired by the successful Nominating Committee or the Board, completion of a customary background checkcheck with respect to the candidate; provided, to be completed by that the Company not more than five (5) Business Days following the Company’s receipt of such questionnaire. In the event Board and the Nominating Committee shall use reasonable efforts to complete any such review as promptly as reasonably practicable and the Board do not accept a replacement director candidate recommended by the Engaged Group as the Replacement Director (it being acknowledged that the Nominating Committee and the Board cannot unreasonably withhold their acceptance), the Engaged Group shall have the right to recommend additional replacement director(s) to fill the resulting vacancy, whose appointment shall be subject to the Nominating Committee and the Board recommending make any such person determination in accordance with the procedures described above, until a Replacement Director is approved and appointed to the Boardgood faith. Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall consider whether such Replacement Director has the necessary qualifications to be appointed to any committee of the Board of which the replaced director was a member immediately prior to such director’s departure from the Board, and, if the qualifications for such committee(s) are metmet and he or she is willing to so serve, shall appoint such Replacement Director to such committee(s) or, if the qualifications for such committee(s) are not met, shall appoint the Replacement Director to another committee of the Board for which such Replacement Director shall possess the relevant qualifications and to the extent permissible under the Company’s Corporate Governance Guidelines applicable corporate governance guidelines and NYSE rules and applicable lawslaws and he or she is willing to so serve. Upon a Replacement Director’s appointment to the Board, such Replacement Director shall be deemed to be a New the Additional Independent Director for all purposes under this Agreement. The Engaged Group shall promptly notify the Company upon failing to satisfy the Ownership Threshold at any time. The Engaged Group shall cease to have any rights pursuant to this Section 1(c) immediately upon ceasing to satisfy the Ownership Threshold.

Director Replacements. From During the date of this Agreement until the Termination DateStandstill Period, if any the New Independent Director is is, solely due to his death or permanent incapacitation, no longer serving or able to serve as a director for any reasondirector, and so long as the Engaged Investor Group continuously beneficially owns in the aggregate at least the lesser of (xi) 2.50.3% of the then-outstanding shares of Common Stock Shares and (yii) 2,373,037 shares of 700,938 Common Stock Shares (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), then the Engaged Company and the Investor Group shall cooperate in good faith to identify and recommend to the Board mutually agree upon a replacement substitute director who is not an Affiliate of the Engaged Group to fill the resulting vacancy and any such candidate shall be subject to review and approval by the Nominating Committee and the Board, such approval not to be unreasonably withheld (any such replacement substitute director, a “Replacement Director”). The Nominating Committee , and the Board shall make their determination within ten take such actions as are necessary to appoint such Replacement Director to serve as a director of the Company for the remainder of the New Independent Director’s term. As a condition to such Replacement Director’s appointment to the Board, such Replacement Director shall (10i) Business Days after qualify as “independent” pursuant to the NYSE’s listing standards, the Company’s Corporate Governance Guidelines, and SEC rules and regulations, (ii) not be an employee of, and shall be independent from, any such replacement director candidate submits member of the Investor Group or its Related Persons, (iii) not be an individual who was previously nominated for election to the Board pursuant to the Nomination Notice, and (iv) if the Company desires, (a) submit to the Company a fully completed copy of the Company’s standard director & officer questionnaire, provided that such questionnaire shall be deemed fully completed after the successful completion of (b) consent to a customary background check. The Board shall, to be completed by the Company not more than five (5) Business Days following the Company’s receipt of such questionnaire. In the event the Nominating Committee and the Board do not accept a replacement director candidate recommended by the Engaged Group as the Replacement Director (it being acknowledged that the Nominating Committee and the Board cannot unreasonably withhold their acceptance), the Engaged Group shall have the right to recommend additional replacement director(s) to fill the resulting vacancy, whose appointment shall be subject to the Nominating Committee and the Board recommending such person in accordance compliance with the procedures described above, until a Replacement Director is approved and appointed to the Board. Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall stock exchange rules, consider whether such Replacement Director has the necessary qualifications to be appointed to any committee of the Board of which the replaced director was a member immediately prior to such director’s departure from the Board, and, if the qualifications appropriate appointments for such committee(s) are met, shall appoint such Replacement Director to such committee(s) or, if the qualifications for such committee(s) are not met, shall appoint the Replacement Director to another committee applicable Board committees as it would consider such appointments for other Board candidates, taking into account the composition of the Board Board, committee assignments and the needs and independence and eligibility requirements of the committees. Any Replacement Director designated pursuant to this Section 4(e) replacing the New Independent Director prior to the extent permissible under mailing or delivery by notice and access of the Company’s Corporate Governance Guidelines and NYSE rules and applicable lawsdefinitive proxy statement for the 2024 Annual Meeting shall stand for election at the 2024 Annual Meeting together with the Company’s other director nominees. Upon a Replacement Director’s appointment to the Board, such Replacement Director shall be deemed to be a the New Independent Director for all purposes under this Agreement.