Common use of Replacement Rights Clause in Contracts

Replacement Rights. If the Starboard Designee (or his or her Starboard Replacement Director (as defined below), if applicable) is unable or unwilling to serve as a director, resigns as a director or is removed as a director during the Standstill Period, and at such time Starboard has combined beneficial and economic ownership in the aggregate of at least three percent (3.0%) of the Company’s then outstanding Common Stock (the “Minimum Ownership Threshold”), Starboard shall have the ability to recommend a substitute director(s) in accordance with this Section 1(j) (any such replacement nominee shall be referred to as the “Starboard Replacement Director”). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: (1) such person will qualify as “independent” pursuant to NYSE listing standards and (2) such person has the relevant financial and business experience to be a director of the Company and, with regard to a Starboard Replacement Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable), and (3) such person meets the publicly disclosed guidelines and policies with respect to service on the Board as in effect as of the date of this Agreement (the “Corporate Governance Guidelines and Policies”), in each case, as reasonably determined by the Nominating Committee (clauses (1)-(3), the “Replacement Criteria”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5) business days after the later of (i) such nominee having submitted to the Company the documentation required by Section 1(l)(v) herein and (ii) representatives of the Nominating Committee having conducted customary interview(s) of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in this Section 1(j) as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating Committee. In the event the Nominating Committee does not accept a substitute person recommended by Starboard as the Starboard Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting the Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Starboard Replacement Director to the Board no later than five (5) calendar days after the Nominating Committee recommendation of such Starboard Replacement Director; provided, however, that if the Board does not elect such Starboard Replacement Director to the Board as a result of such person not meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard Replacement Director is appointed to the Board; provided further that the selection and appointment of any person as the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Starboard Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. If at any time Starboard’s aggregate beneficial and economic ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of Starboard pursuant to this Section 1(j) to participate in the recommendation of a Starboard Replacement Director to fill the vacancy caused by the resignation or removal of the Starboard Designee or any Starboard Replacement Director shall automatically terminate. Notwithstanding the foregoing, in the event that Starboard fails to comply with its obligations in Section 1(l)(iii) prior to the 2017 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard Replacement Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets the Minimum Ownership Threshold, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed to the Board and the Nominating Committee.

Replacement Rights. If If, from the Starboard Designee Effective Date until the Termination Date, either (or his or her Starboard Replacement i) the First New Director (as defined below), if applicable) is unable or unwilling to serve as a director, resigns or otherwise no longer serves on the Board, due to death, serious illness or disability, the Stockholder Parties shall identify a replacement director (a “Replacement”) or (ii) the Second New Director (or any Replacement(s)) designated by the Stockholder Parties is unable or no longer serves as a director for any reason, the Stockholder Parties shall identify a Replacement; provided, however, that if any Replacement of a director, who had himself or herself replaced the First New Director or the initial Replacement of the First New Director, is removed unable or no longer serves as a director during for any reason, then the Standstill Period, and at such time Starboard has combined beneficial and economic ownership in the aggregate of at least three percent (3.0%Stockholder Parties shall identify a Replacement. Any Replacement(s) of the Company’s then outstanding Common Stock (the “Minimum Ownership Threshold”), Starboard identified pursuant to this Section 1(e) shall have the ability to recommend a substitute director(s) in accordance with this Section 1(j) (any such replacement nominee shall be referred to as the “Starboard Replacement Director”). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: (1) such person will relevant financial and business experience and qualify as “independent” pursuant to NYSE The Nasdaq Stock Market LLC’s listing standards and (2) such person has the relevant financial and business experience to be a director of the Company and, with regard to a Starboard Replacement Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable)applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading) and SEC rules and regulations, and (3) such person meets the publicly disclosed guidelines and policies with respect to service on the Board as in effect as of the date of this Agreement (the “Corporate Governance Guidelines and Policies”), in each case, as reasonably determined by the Nominating Committee (clauses (1)-(3), the “Replacement Criteria”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5) business days after the later of (i) such nominee having submitted to the Company the documentation required by Section 1(l)(v) herein and (ii) representatives of the Nominating Committee having conducted customary interview(s) of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in this Section 1(j) as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating Committee. In the event the Nominating Committee does not accept a substitute person recommended by Starboard as the Starboard Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting the Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Starboard Replacement Director to the Board no later than five (5) calendar days after the Nominating Committee recommendation of such Starboard Replacement Director; provided, however, that if the Board does not elect such Starboard Replacement Director to the Board as a result of such person not meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard Replacement Director is expeditiously appointed to the Board; provided further that the selection and appointment of any person as the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment , subject to the Board, approval (not to be unreasonably withheld) by the Board Nominating and all applicable committees Corporate Governance Committee of the Board (the “Nominating Committee”), after conducting a good faith customary due diligence process and consistent with its fiduciary duties. Any Replacement(s) appointed to the Board in accordance with this Section 1(e) shall take all necessary actions to appoint such Starboard Replacement Director be appointed to any applicable committee committees of the Board of which the New Director (or any Replacement) being replaced director (the “Former Director”) was a member immediately prior to such director’s resignation or removal. If Any rights or obligations of the Board and the Stockholder Parties as provided in this Section 1(e) shall terminate when the Stockholder Parties in the aggregate cease to beneficially own at least ten percent (10.0%) of the Company’s then outstanding Voting Securities. In the event the Nominating Committee determines in good faith not to appoint any time Starboard’s aggregate beneficial and economic ownership of Common Stock decreases Replacement(s) proposed by a Stockholder Party (with such approval by the Nominating Committee not to less than the Minimum Ownership Thresholdbe unreasonably withheld), the Stockholder Parties shall have the right to propose additional Replacements for consideration, and the provisions of Starboard this Section 1(e) shall continue to apply. All references to “New Director,” for purposes of this Agreement, shall be deemed references to the Replacement who replaces the applicable Former Director in the event that a Replacement is appointed. Until the Termination Date, any Replacement designated pursuant to this Section 1(j1(e) replacing a New Director prior to participate in the recommendation of a Starboard Replacement Director to fill the vacancy caused by the resignation or removal mailing of the Starboard Designee Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders shall stand for election at such meeting together with the Company’s other director nominees; provided, however, that in no event shall the Company be obligated to nominate any Replacement for election or re-election at any Starboard such annual meeting unless such Replacement Director shall automatically terminate. Notwithstanding was appointed as a Replacement (i) after the foregoingCompany’s decision to nominate the Former Director, who the Replacement is replacing or replaced, in the event that Starboard fails to comply with its obligations in Section 1(l)(iiiCompany’s director nominee slate for the then upcoming annual meeting of stockholders, but (ii) prior to mailing the 2017 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies Company’s definitive proxy statement for the election Company’s applicable annual meeting of the Starboard Designee (or the Starboard Replacement Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets the Minimum Ownership Threshold, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed to the Board and the Nominating Committeestockholders.

Replacement Rights. If (i) During the Starboard Designee (or his or her Starboard Replacement Director (as defined below)Standstill Period, if applicable) the Investor Affiliated Director is unable or unwilling to serve as a directordirector (or becomes unaffiliated with Investor), resigns as a director or (other than a resignation made pursuant to Section 1(g)(iii)), is removed as a director during prior to the expiration of the Standstill Period, and at such time Starboard has combined beneficial and economic ownership in the aggregate of at least three percent (3.0%) of the Company’s then outstanding Common Stock (the “a Minimum Ownership Threshold”)Event (as hereinafter defined) has not occurred and Investor has not committed a material breach of this Agreement, Starboard Investor shall have the ability to recommend name a substitute director(s) in accordance with this Section 1(j) replacement director, subject to the consent of the Company, not to be unreasonably withheld (any such replacement nominee director shall be referred to as the “Starboard Investor Replacement Director”). Any Starboard Investor Replacement Director recommended named by Starboard must meet the following criteria: Investor shall be required to (1A) such person will qualify as an “independentindependent director” pursuant to under the applicable rules of NYSE listing standards and the rules and regulations of the SEC and (2B) such person has satisfy the relevant financial and business experience to be a director of the Company and, with regard to a Starboard Replacement Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable), and (3) such person meets the publicly disclosed guidelines and policies with respect to service on the Board as in effect as applicable to all non-management directors. Subject to applicable rules of NYSE and the rules and regulations of the date of this Agreement (the “Corporate Governance Guidelines and Policies”), in each case, as reasonably determined by the Nominating Committee (clauses (1)-(3), the “Replacement Criteria”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5) business days after the later of (i) such nominee having submitted to the Company the documentation required by Section 1(l)(v) herein and (ii) representatives of the Nominating Committee having conducted customary interview(s) of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in this Section 1(j) as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating Committee. In the event the Nominating Committee does not accept a substitute person recommended by Starboard as the Starboard Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting the Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Starboard Replacement Director to the Board no later than five (5) calendar days after the Nominating Committee recommendation of such Starboard Replacement Director; provided, however, that if the Board does not elect such Starboard Replacement Director to the Board as a result of such person not meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard Replacement Director is appointed to the Board; provided further that the selection and appointment of any person as the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment to the BoardSEC, the Board and all applicable committees of the Board thereof shall take all necessary actions to appoint such Starboard any Investor Replacement Director to any applicable committee of the Board of which the replaced director Investor Affiliated Director was a member immediately prior to such directorInvestor Affiliated Director’s resignation or removal; provided that such Investor Replacement Director is qualified to serve on any such committee of the Board. The terms and conditions applicable to the Investor Affiliated Director under this Agreement shall apply to any such Investor Replacement Director as if such person were the Investor Affiliated Director. Following the appointment of any Investor Replacement Director to replace the Investor Affiliated Director in accordance with this Section 1(f)(i), all reference to the Investor Affiliated Director or the New Directors herein shall be deemed to include any Investor Replacement Director (it being understood that this sentence shall apply whether or not references to the Investor Affiliated Director expressly state that they include any Investor Replacement Director). If at any time Starboard’s aggregate beneficial and economic ownership of Common Stock decreases to less than the a Minimum Ownership ThresholdEvent occurs, the right of Starboard Investor pursuant to this Section 1(j1(f)(i) to participate in the recommendation of a Starboard name an Investor Replacement Director to fill the vacancy caused by the resignation or removal of the Starboard Designee or any Starboard Replacement Investor Affiliated Director shall automatically terminate. Notwithstanding the foregoing, in the event that Starboard fails to comply with its obligations in Section 1(l)(iii) prior Prior to the 2017 Annual Meetingappointment of any Investor Replacement Director to the Board, the Investor Replacement Director will submit to the Company the information, documentation and acknowledgements set forth in clause (iv) of Section 1(g) hereof. (ii) During the Standstill Period, if a Minimum Ownership Event has not occurred and if either of the New Directors, other than the Investor Affiliated Director, ceases to serve as a director of the Company for any reason, the Company shall not seek to appoint a replacement director, through the Board’s normal processes (any such replacement nominee shall be required referred to nominateas the “New Director Replacement Director”) and, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard together with any Investor Replacement Director, a “Replacement Director”) and the Nominating, Governance and Sustainability Committee will invite Investor to submit names of candidates to be considered pursuant to such process. Any New Director Replacement Director shall have similar skillsets as applicablethe applicable New Director being replaced. (iii) to During the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary in this AgreementStandstill Period, if during a Minimum Ownership Event has not occurred and a director other than the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed New Directors ceases to serve as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets the Minimum Ownership Threshold, then neither the Nominating Committee nor the Board shall take any actions in furtherance director of the selectionCompany for any reason, recommendation and appointment of the New Independent Director(s) until Board, through its normal processes, may, in its sole discretion, seek to replace such departing director with a Starboard Replacement Director new independent director (unless such departing director is appointed to the Board and Company’s Chief Executive Officer, in which case the Nominating Committeereplacement shall be the incoming Chief Executive Officer, unless determined otherwise by the Board).

Replacement Rights. If If, from the Starboard Designee Effective Date until the Termination Date, either New Director (or his or her Starboard Replacement Director (as defined below), if applicableany Replacement) is unable to serve, or unwilling to serve as a directorno longer serves, resigns as a director or is removed as a director during the Standstill Period, and at such time Starboard has combined beneficial and economic ownership in the aggregate of at least three percent (3.0%) of the Company’s then outstanding Common Stock (the “Minimum Ownership Threshold”), Starboard shall have the ability to recommend a substitute director(s) in accordance with this Section 1(j) (any such replacement nominee shall be referred to as the “Starboard Replacement Director”). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: (1) such person will qualify as “independent” pursuant to NYSE listing standards and (2) such person has the relevant financial and business experience to be a director of the Company and, with regard to a Starboard Replacement Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable), and (3) such person meets the publicly disclosed guidelines and policies with respect to service on the Board as in effect as of the date of this Agreement (the “Corporate Governance Guidelines and Policies”), in each case, as reasonably determined by the Nominating Committee (clauses (1)-(3)for any reason, the Lakeview Parties shall identify a replacement director (a “Replacement CriteriaReplacement”). The Nominating Committee shall make its determination ) using a procedure and recommendation regarding whether methodology substantially similar to that used to identify such person meets the Replacement Criteria within five (5) business days after the later of (i) such nominee having submitted to the Company the documentation required by Section 1(l)(v) herein and (ii) representatives of the Nominating Committee having conducted customary interview(s) of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in this Section 1(j) as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating Committee. In the event the Nominating Committee does not accept a substitute person recommended by Starboard as the Starboard Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting the Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Starboard Replacement Director to the Board no later than five (5) calendar days after the Nominating Committee recommendation of such Starboard Replacement New Director; provided, however, that if any Replacement of a New Director, who had himself or herself replaced such New Director or the initial Replacement of such New Director, is unable to serve, or no longer serves, as a director on the Board does not elect for any reason, then the Lakeview Parties shall identify a Replacement using a procedure and methodology substantially similar to that used to identify such Starboard Replacement Director New Director. Any Replacement(s) identified pursuant to this Section 1(c) shall have relevant financial and business experience and qualify as “independent” pursuant to the Board as a result New York Stock Exchange’s listing standards (or applicable requirement of such person not meeting other national securities exchange designated as the primary market on which the Common Stock is listed for trading at such time) and SEC rules and regulations, and such Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard Replacement Director is be appointed to the Board; provided further that the selection and appointment of any person as the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment , subject to the Board, approval (not to be unreasonably withheld) by the Board Nominating and all applicable committees Governance Committee of the Board (the “Nominating Committee”), after conducting a good faith customary due diligence process and consistent with its fiduciary duties. Any Replacement(s) appointed to the Board in accordance with this Section 1(c) shall take all necessary actions to appoint such Starboard Replacement Director be appointed to any applicable committee committees of the Board of which the applicable New Director (or any Replacement) being replaced director (the “Former Director”) was a member immediately prior to such director’s resignation or removal. If Any rights or obligations of the Board and the Lakeview Parties as provided in this Section 1(c) shall terminate when the Lakeview Parties in the aggregate cease to beneficially own at least 2.0% of the Company’s then outstanding Voting Securities. In the event the Nominating Committee determines in good faith not to appoint any time Starboard’s aggregate beneficial and economic ownership of Common Stock decreases Replacement(s) proposed by the Lakeview Parties (with such approval by the Nominating Committee not to less than the Minimum Ownership Thresholdbe unreasonably withheld), the Lakeview Parties shall have the right to propose additional Replacements for consideration, and the provisions of Starboard this Section 1(c) shall continue to apply. All references to “New Director,” for purposes of this Agreement, shall be deemed references to the Replacement who replaces the applicable New Director in the event that a Replacement is appointed. Until the Termination Date, any Replacement designated pursuant to this Section 1(j1(c) replacing a New Director prior to participate in the recommendation of a Starboard Replacement Director to fill the vacancy caused by the resignation or removal mailing of the Starboard Designee Company’s definitive proxy statement for the Company’s applicable annual meeting of shareholders shall stand for election at such meeting together with the Company’s other director nominees; provided, however, that in no event shall the Company be obligated to nominate any Replacement for election or re-election at any Starboard such annual meeting unless such Replacement Director shall automatically terminate. Notwithstanding was appointed as a Replacement (i) after the foregoingCompany’s decision to nominate the Former Director, who the Replacement is replacing or replaced, in the event that Starboard fails to comply with its obligations in Section 1(l)(iiiCompany’s director nominee slate for the then upcoming annual meeting of stockholders, but (ii) prior to mailing the 2017 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies Company’s definitive proxy statement for the election Company’s applicable annual meeting of the Starboard Designee (or the Starboard Replacement Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets the Minimum Ownership Threshold, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed to the Board and the Nominating Committeestockholders.

Replacement Rights. If During the Starboard Standstill Period, if the Investor Group (or any of its members) has not committed a material breach of this Agreement (as determined by a court of competent jurisdiction), in the event that the Investor Group Designee (or his or her Starboard any replacement for the Investor Group Designee (such replacement, a “Replacement Director (as defined belowDesignee”), if applicable) is unable no longer able to serve as a director of the Company due to death, disability, inability or unwilling otherwise, or otherwise ceases to serve as a director, resigns then the Investor Group shall be entitled to designate a candidate to replace the Investor Group Designee or the Replacement Designee, as a director or is removed as a director during applicable, on the Standstill PeriodBoard, and at such time Starboard has combined beneficial and economic ownership in the aggregate of at least three percent (3.0%) of the Company’s then outstanding Common Stock (the “Minimum Ownership Threshold”), Starboard shall have the ability subject to recommend a substitute director(s) in accordance with this Section 1(j) (any such replacement nominee shall be referred to as the “Starboard Replacement Director”1(h). Any Starboard Replacement Director recommended by Starboard must meet Designee shall qualify as an Independent Director. The Nominating Committee shall, in good faith and consistent with its fiduciary duties, decide whether to recommend any candidate for Replacement Designee to the following criteriafull Board to serve as a member of the Board within five Business Days after such candidate has: (1i) such person will qualify as “independent” pursuant to NYSE listing standards and successfully completed a customary background check; (2ii) such person has completed satisfactory interviews with the relevant financial and business experience to be a director of existing directors, consistent with the Board’s past practice with all directors sitting on the Board; (iii) provided the Company and, with regard (A) a completed director questionnaire (in the form substantially similar to a Starboard Replacement Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicablequestionnaire previously provided by the Investor Group Designee), and (3B) such person meets other information and agreements as may be reasonably requested by the publicly disclosed guidelines Company; and (iv) agreed to take all necessary action to not be considered “overboarded” under the applicable policies with respect to service on the Board as in effect as of the date of this Agreement Company, Institutional Shareholder Services Inc. (the “Corporate Governance Guidelines ISS”) and PoliciesGlass, Lewis & Co., LLC (“Glass Lewis”), in each case, as reasonably determined by the Nominating Committee (clauses (1)-(3), the “) if such Replacement Criteria”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5) business days after the later of (i) such nominee having submitted Designee is appointed to the Company the documentation required by Section 1(l)(v) herein and (ii) representatives of the Nominating Committee having conducted customary interview(s) of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in this Section 1(j) as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating CommitteeBoard. In the event the Nominating Committee does not accept a substitute person recommended by Starboard as the Starboard Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right declines to recommend additional substitute person(sa candidate for Replacement Designee, (x) meeting any agreements provided by such candidate pursuant to the Replacement Criteria whose appointment previous sentence shall be null and void and of no effect and (y) the Investor Group may propose one or more additional candidates, subject to the process described above, until a Replacement Designee is recommended by the Nominating Committee recommending such person in accordance with and appointed to the procedures described aboveBoard. Upon Following the recommendation of a Starboard candidate for Replacement Director nominee Designee by the Nominating Committee, the Board shall vote on the appointment of promptly appoint such Starboard Replacement Director Designee to the Board no later than five (5) calendar days after the Nominating Committee recommendation of such Starboard Board, subject to a Fiduciary Duty Determination. If a Replacement Director; provided, however, that if the Board does not elect such Starboard Replacement Director to the Board as a result of such person not meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard Replacement Director Designee is appointed to the Board; provided further that , such Replacement Designee shall be deemed the selection and appointment Investor Group Designee for all purposes under this Agreement. (i) Communications. During the Standstill Period, if the Investor Group (or any of any person as the Starboard Replacement Director as provided in its members) has not committed a material breach of this Agreement complies with each (as determined by a court of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Starboard Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. If at any time Starboard’s aggregate beneficial and economic ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of Starboard pursuant to this Section 1(j) to participate in the recommendation of a Starboard Replacement Director to fill the vacancy caused by the resignation or removal of the Starboard Designee or any Starboard Replacement Director shall automatically terminate. Notwithstanding the foregoing, in the event that Starboard fails to comply with its obligations in Section 1(l)(iii) prior to the 2017 Annual Meetingcompetent jurisdiction), the Company shall not be required use reasonable best efforts to nominate(i) provide the Investor Group the opportunity to have a teleconference with the Capital Allocation Committee following each quarterly earnings announcement made by the Company (the “Quarterly Meetings”), recommend, support or solicit proxies for (ii) provide the election Investor Group the opportunity to have a teleconference with the Chief Executive Officer and/or the Chief Financial Officer of the Starboard Designee Company following each quarterly earnings announcement made by the Company, and (or iii) provide the Starboard Replacement Director, as applicable) Investor Group the opportunity to have a teleconference with the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to Chair of the Board and at least one other director between such Quarterly Meetings, as the Investor Group may reasonably request, provided that in each case of clauses (3i) Starboardthrough (iii) above, such meeting does not occur during a “Blackout Period” in accordance with the Company’s aggregate beneficial and economic ownership of Common Stock meets the Minimum Ownership Threshold, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed to the Board and the Nominating Committee▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy.

Replacement Rights. If the Starboard Designee (or his or her Starboard Replacement Director (as defined below), if applicable) is unable or unwilling to serve as a director, resigns as a director or is removed as a director during During the Standstill Period, if the Investor satisfies the Minimum Ownership Threshold, and at any New Director ceases to serve on the Board for any reason, then the Investor shall be entitled to designate a candidate to replace such time Starboard New Director (a “Replacement”), and such Replacement shall be promptly appointed to the Board after the Board has combined beneficial approved of such candidate (with such approval not to be unreasonably withheld, conditioned or delayed), subject to the criteria and economic ownership procedures detailed below; provided, however, that any Replacement shall have a substantially similar skillset to the director being replaced; provided, further, that any Replacement shall not be a current or former employee, officer, director or partner or immediate family member of the Investor or any of its Affiliates. Any Replacement identified pursuant to this Section 1(g) shall satisfy the independence standards of The Nasdaq Stock Market LLC, the requirements of the Certificate of Incorporation, the Bylaws and the Company’s other governance documents and policies and any applicable law. As a condition to being appointed to the Board, any Replacement shall have participated in the aggregate of at least three percent reasonable customary procedures for all new director candidates. Such procedures shall include, but are not limited to, (3.0%i) providing information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence, and other criteria applicable to directors or satisfying compliance and legal obligations, and a fully completed and executed copy of the Company’s then outstanding Common Stock director candidate questionnaire (in the “Minimum Ownership Threshold”), Starboard shall have the ability to recommend a substitute director(s) in accordance with this Section 1(j) (any such replacement nominee shall be referred to as the “Starboard Replacement Director”). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: (1) such person will qualify as “independent” pursuant to NYSE listing standards and (2) such person has the relevant financial and business experience to be a director of the Company and, with regard to a Starboard Replacement Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable), and (3) such person meets the publicly disclosed guidelines and policies with respect to service on the Board as in effect as of the date of this Agreement (the “Corporate Governance Guidelines and Policies”), in each case, as reasonably determined form completed by the Nominating Committee (clauses (1)-(3Company’s incumbent non-management directors), the “Replacement Criteria”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5) business days after the later of (i) such nominee having submitted to the Company the documentation required by Section 1(l)(v) herein and ; (ii) representatives consenting to and participating in an appropriate background check comparable to those undergone by other non-management directors of the Nominating Committee having conducted customary interview(sCompany; (iii) of such nominee. The complying at all times with the Company shall use its reasonable best efforts to conduct any interview(sPolicies; and (iv) contemplated participating in this Section 1(j) as promptly as practicablean interview by, but in any caseand receiving a favorable recommendation from, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating Committee. In the event the Nominating Committee does determines in good faith not accept a substitute person recommended by Starboard as the Starboard to appoint any Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting the Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director nominee proposed by the Nominating CommitteeInvestor, the Board Investor will be entitled to propose additional Replacements for consideration, and the provisions of this Section 1(g) shall vote on continue to apply. Following the appointment of such Starboard Replacement Director a Replacement, all references to the Board no later than five (5) calendar days after the Nominating Committee recommendation of such Starboard Replacement “New Director; provided, however, that if the Board does not elect such Starboard Replacement Director to the Board as a result of such person not meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard Replacement Director is appointed to the Board; provided further that the selection and appointment of any person as the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Starboard Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. If at any time Starboard’s aggregate beneficial and economic ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of Starboard pursuant to this Section 1(j) to participate in the recommendation of a Starboard Replacement Director to fill the vacancy caused by the resignation or removal of the Starboard Designee or any Starboard Replacement Director shall automatically terminate. Notwithstanding the foregoing, in the event that Starboard fails to comply with its obligations in Section 1(l)(iii) prior to the 2017 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard Replacement Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary ” in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets extent applicable to such New Director but for his or her departure from the Minimum Ownership ThresholdBoard, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed be deemed references to the Board and the Nominating CommitteeReplacement instead.

Replacement Rights. If the Starboard Designee New Director (or his or her Starboard any Replacement Director (as defined below), if applicable) is unable or unwilling to serve as a directordirector for any reason, resigns as a director or is removed as a director during prior to the Standstill PeriodExpiration Date, and at such time Starboard the Stockholder has combined aggregate beneficial and economic ownership in (as determined under Rule 13d-3 promulgated under the aggregate Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder (the “Exchange Act”)) representing at least three percent (3.0%) 650,106 shares of common stock of the Company’s then outstanding Company (“Common Stock Stock”), par value $0.001 per share (the “Minimum Ownership Threshold”), Starboard the Stockholder shall have the ability to recommend a substitute director(s) in accordance with this Section 1(j) person reasonably acceptable to the Board and the Nominating, Governance and Sustainability Committee of the Board (the “NGSC”), which acceptance shall not be unreasonably withheld, conditioned or delayed (any such replacement nominee shall be referred to as the a “Starboard Replacement Director”). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: Stockholder shall be required to (1i) such person will qualify as “independent” pursuant to under the NYSE listing standards and (2) such person has the relevant financial rules and business experience to be a director regulations of the Company and, with regard to a Starboard Replacement Director, to replace Securities and Exchange Commission (the Starboard Designee (or any Starboard Replacement Director, if applicable), “SEC”) and (3ii) such person meets satisfy the publicly disclosed guidelines and policies with respect to service on the Board applicable to all non-management directors (including providing the Onboarding Documentation (as in effect as of the date of this Agreement (the “Corporate Governance Guidelines and Policies”defined below), in each case, as reasonably determined by the Nominating Committee (clauses (1)-(3), the “Replacement Criteria”). The Nominating Committee NGSC, after taking into account the qualifications, relevant financial, business and industry experience of the proposed Replacement Director, shall promptly make its determination and recommendation regarding whether such person meets the Replacement Criteria within five so qualifies after (5) business days after the later of (iA) such nominee having has submitted to the Company the documentation required by Section 1(l)(v) herein and Onboarding Documentation, (iiB) representatives of the Nominating Committee having Board have conducted customary interview(s) of such nominee. The Company shall use nominee and (C) the NSGC has completed its diligence process with regard to such nominee to its reasonable best efforts to conduct any interview(s) contemplated in this Section 1(j) as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating Committeesatisfaction. In the event the Nominating Committee NSGC does not accept a substitute person recommended by Starboard the Stockholder as the Starboard Replacement Director as a result of such person (which acceptance shall not meeting be unreasonably withheld, conditioned or delayed), the Replacement Criteria, Starboard Stockholder shall have the right to recommend additional substitute person(s) meeting the Replacement Criteria ), whose appointment shall be subject to the Nominating Committee NSGC recommending such person in accordance with the procedures described aboveabove and the Board’s vote to appoint such person in accordance with the procedures described below. Upon the recommendation of a Starboard nominee as the Replacement Director nominee by the Nominating CommitteeNSGC, the Board shall vote on the appointment of such Starboard Replacement Director to the Board no later than five (5) calendar days after the Nominating Committee NSGC’s recommendation of such Starboard Replacement Director; provided. It is understood and agreed that, however, that if the Board does not elect such Starboard Replacement Director subject to the Board as a result of such person not meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard Replacement Director is appointed to the Board; provided further that the selection and appointment of any person as the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Starboard Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. If at any time Starboard’s aggregate beneficial and economic ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of Starboard pursuant to this Section 1(j) to participate in the recommendation of a Starboard Replacement Director to fill the vacancy caused by the resignation or removal of the Starboard Designee or any Starboard Replacement Director shall automatically terminate. Notwithstanding the foregoing, in the event that Starboard fails to comply with its obligations in Section 1(l)(iii) prior to the 2017 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard Replacement Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets the Minimum Ownership Threshold, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed to the Board and the Nominating Committee.providing updated

Replacement Rights. If the Starboard Designee (or his or her Starboard Replacement New Independent Director (as defined below), if applicable) is unable or unwilling to serve as a directordirector for any reason, resigns as a director or is removed as a director during prior to the expiration of the Standstill PeriodPeriod (as hereinafter defined) (other than a resignation in connection with a Third Party Election pursuant to Section 1(b) hereof), and at such time Starboard has combined beneficial and economic ownership in the aggregate of Stockholder beneficially owns at least three one percent (3.01%) of the Company’s then outstanding Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “Minimum Ownership Threshold”), Starboard then the Board and Stockholder shall have work together in good faith to identify and select a replacement director candidate, which shall only be appointed to the ability to recommend a substitute director(s) in accordance with this Section 1(j) (any such replacement nominee shall be referred to as Board after having been mutually agreed upon by both the “Starboard Replacement Director”)Board and Stockholder. Any Starboard Replacement Director recommended by Starboard must meet the following criteria: such mutually agreed upon replacement director candidate shall (1i) such person will qualify as “independent” pursuant to NYSE NYSE’s listing standards and standards, (2ii) such person has have the relevant financial and business experience to be a director of fill the Company and, with regard to a Starboard Replacement Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable), resulting vacancy and (3iii) such person meets satisfy the publicly disclosed guidelines and policies with respect to service on the Board. Each of Stockholder and the Board as in effect as shall determine, and inform the other party of the date of this Agreement (the “Corporate Governance Guidelines its determination, whether any proposed replacement director candidate is acceptable and Policies”), in each case, as reasonably determined by the Nominating Committee (clauses (1)-(3), the “Replacement Criteria”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria foregoing criteria, within five (5) business days after the later of (i) such nominee having submitted to the Company the documentation required by Section 1(l)(v) herein and (ii) representatives of the Nominating Committee having party has conducted customary interview(s) of such nomineeproposed replacement director candidate. The Company Each of the Board and Stockholder shall use its reasonable best efforts to conduct cause any interview(s) contemplated in by this Section 1(j1(d) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the nomineesproposed replacement director candidate, within ten (10) business days, days after Starboard’s submission the receipt of such nominees to the Nominating Committee. In the event the Nominating Committee does not accept a substitute person recommended documentation required by Starboard as the Starboard Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting the Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described aboveSection 1(e)(iv). Upon the recommendation acceptance of a Starboard Replacement Director nominee replacement director candidate by both the Nominating CommitteeBoard and Stockholder, the Board shall vote on the appointment of take such Starboard Replacement Director actions as to appoint such replacement director candidate to the Board no later than five (5) calendar business days after the Nominating Committee recommendation of such Starboard Replacement Director; provided, however, that if both the Board does not elect and Stockholder have confirmed in writing that they have mutually agreed upon such Starboard Replacement Director candidate. Subject to the Board as a result of such person not meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard Replacement Director is appointed to the Board; provided further that the selection and appointment of any person as the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment to the BoardNYSE rules applicable law, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Starboard Replacement Director any replacement director appointed to the Board in accordance with this Section 1(d) to any applicable committee of the Board of which the replaced director New Independent Director was a member immediately prior to such directorNew Independent Director’s resignation or removal. Any replacement director appointed to the Board in accordance with this Section 1(d), will succeed to all of the rights and privileges of, and will be legally bound by the terms and conditions applicable to, the New Independent Director under this Agreement. Following the appointment of any director to replace the New Independent Director in accordance with this Section 1(d), any reference to the New Independent Director herein shall be deemed to include such replacement director. If at any time StarboardStockholder’s aggregate beneficial and economic ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of Starboard Stockholder pursuant to this Section 1(j1(d) to participate in the recommendation of a Starboard Replacement Director replacement director to fill the vacancy caused by the resignation or removal of the Starboard Designee or any Starboard Replacement New Independent Director shall automatically terminate. Notwithstanding the foregoing, in the event that Starboard fails to comply with its obligations in Section 1(l)(iii) prior to the 2017 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard Replacement Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets the Minimum Ownership Threshold, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed to the Board and the Nominating Committee.

Replacement Rights. If During the Starboard Designee (or his or her Starboard Replacement Director (as defined below)Standstill Period, if applicable) is unable the New Independent Trustee is, solely due to his death or unwilling permanent incapacitation, no longer serving or able to serve as a director, resigns as a director or is removed as a director during the Standstill Periodtrustee, and at such time Starboard has combined beneficial and economic ownership so long as the Investor Group continuously beneficially owns in the aggregate of at least three percent the lesser of (3.0%i) 2.0% of the Company’s then then-outstanding Common Stock Shares and (ii) 1,717,256 Common Shares (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), then the Company and the Investor Group shall cooperate in good faith to identify and mutually agree upon a substitute trustee (any such substitute trustee, a “Minimum Ownership ThresholdReplacement Trustee”), Starboard and the Board shall have take such actions as are necessary to appoint such Replacement Trustee to serve as a trustee of the ability Company for the remainder of the New Independent Trustee’s term. As a condition to recommend a substitute director(ssuch Replacement Trustee’s appointment to the Board, such Replacement Trustee shall (i) in accordance with this Section 1(j) (any such replacement nominee shall be referred to as the “Starboard Replacement Director”). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: (1) such person will qualify as “independent” pursuant to NYSE the NYSE’s listing standards standards, the Company’s Corporate Governance Guidelines, and SEC rules and regulations, (ii) not be an employee or Affiliate of, and shall be independent from, any Investor Group member or its Related Persons, (iii) not be an individual who was previously nominated for election to the Board pursuant to the Nomination Notice; and (2iv) such person has the relevant financial and business experience to be a director of if the Company anddesires, with regard to a Starboard Replacement Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable), and (3a) such person meets the publicly disclosed guidelines and policies with respect to service on the Board as in effect as of the date of this Agreement (the “Corporate Governance Guidelines and Policies”), in each case, as reasonably determined by the Nominating Committee (clauses (1)-(3), the “Replacement Criteria”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5) business days after the later of (i) such nominee having submitted submit to the Company a fully completed copy of the documentation required by Section 1(l)(v) herein Company’s standard trustee & officer questionnaire and (iib) representatives consent to a customary background check. The Board shall, subject to compliance with all applicable stock exchange rules, consider appropriate appointments for the Replacement Trustee to all Board committees as it would consider such appointments for other Board candidates, taking into account the composition of the Nominating Committee having conducted customary interview(s) Board, committee assignments and the needs and independence and eligibility requirements of such nomineethe committees. The Company shall use its reasonable best efforts If a Replacement Trustee is appointed to conduct any interview(s) contemplated in the Board pursuant to this Section 1(j) as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating Committee. In the event the Nominating Committee does not accept a substitute person recommended by Starboard as the Starboard Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting the Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director nominee by the Nominating Committee4(f), the Board shall vote on the appointment of appoint such Starboard Replacement Director Trustee to the Board no later than five (5) calendar days after the Nominating Committee recommendation of Transaction Committee, concurrently with such Starboard Replacement Director; provided, however, that if the Board does not elect such Starboard Replacement Director to the Board as a result of such person not meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard Replacement Director is appointed Trustee’s appointment to the Board; provided further that . Any Replacement Trustee designated pursuant to this Section 4(f) replacing the selection New Independent Trustee prior to the mailing or delivery by notice and appointment access of any person as the Starboard Replacement Director as provided in this Agreement complies Company’s definitive proxy statement for the 2025 Annual Meeting shall stand for election at the 2025 Annual Meeting together with each of Texas and New York insurance regulatory lawsthe Company’s other trustee nominees. Upon a Starboard Replacement DirectorTrustee’s appointment to the Board, the Board and all applicable committees of the Board such Replacement Trustee shall take all necessary actions be deemed to appoint such Starboard Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. If at any time Starboard’s aggregate beneficial and economic ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of Starboard pursuant to this Section 1(j) to participate in the recommendation of a Starboard Replacement Director to fill the vacancy caused by the resignation or removal of the Starboard Designee or any Starboard Replacement Director shall automatically terminate. Notwithstanding the foregoing, in the event that Starboard fails to comply with its obligations in Section 1(l)(iii) prior to the 2017 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard Replacement Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets the Minimum Ownership Threshold, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed to the Board and the Nominating CommitteeTrustee for all purposes under this Agreement.

Replacement Rights. If during the Starboard Designee (or his or her Starboard Replacement Director period between the Effective Date and the Termination Date (as defined below), if applicablethe Investor Parties satisfy the Minimum Ownership Threshold, and either (i) the First New Director is unable or unwilling to serve on the Board due to death or disability or (ii) the Second New Director is unable to serve on the Board for any reason, then the Investor Parties shall be entitled to designate a candidate to replace either the First New Director or the Second New Director, as applicable (a director“Replacement”), resigns as and such Replacement shall be promptly appointed to the Board, but no later than five Business Days after the Board has approved of such candidate (with such approval not to be unreasonably withheld, conditioned or delayed), subject to the criteria and procedures detailed below; provided, however, that any Replacement for the Second New Director shall not be a current or former employee, officer, director or is removed as a director during partner or immediate family member of the Standstill PeriodInvestor Parties or any of their Affiliates. Any Replacement identified pursuant to this Section 1(c) shall satisfy the independence standards of Nasdaq, the requirements of the Charter, the Bylaws and at such time Starboard has combined beneficial and economic ownership in the aggregate of at least three percent (3.0%) of the Company’s then outstanding Common Stock (other governance documents and policies, and any applicable law. As a condition to being appointed to the “Minimum Ownership Threshold”)Board, Starboard any Replacement shall have the ability to recommend a substitute director(sparticipated in reasonable customary procedures for all new director candidates. Such procedures shall include, (A) in accordance with this Section 1(j) (any such replacement nominee shall be referred to as the “Starboard Replacement Director”). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: (1) such person will qualify as “independent” pursuant to NYSE listing standards and (2) such person has the relevant financial and business experience providing information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence, and other criteria applicable to directors or satisfying compliance and legal obligations, and a director fully completed and executed copy of the D&O Questionnaire, (B) agreeing to comply at all times with the Company andPolicies, with regard (C) having consented to a Starboard Replacement Directoran appropriate background check, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable)D) participating in an interview by, and (3) such person meets the publicly disclosed guidelines and policies with respect to service on the Board as in effect as of the date of this Agreement (the “Corporate Governance Guidelines and Policies”)receiving a favorable recommendation from, in each case, as reasonably determined by the Nominating Committee and (clauses (1)-(3), the “Replacement Criteria”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5E) business days after the later of (i) such nominee having submitted to the Company extent the documentation required by Section 1(l)(v) herein and (ii) representatives other members of the Nominating Committee having conducted customary interview(s) Board request, meeting with all other members of such nominee. The the Board; provided, that the Company shall use its reasonable best efforts to conduct any interview(s) contemplated in this Section 1(j) as promptly as practicable, but in any case, assuming reasonable availability of conclude the nominees, foregoing procedures within ten (10) business days, after Starboard’s submission days of such nominees having a candidate identified by the Investor Parties to the Nominating Committeeserve as a Replacement. In the event the Nominating Committee does determines in good faith not accept a substitute person recommended by Starboard as the Starboard to appoint any Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting the Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director nominee proposed by the Nominating CommitteeInvestor Parties, the Board Investor Parties will be entitled to propose additional Replacements for consideration, and the provisions of this Section 1(c) shall vote on continue to apply. Following the appointment of such Starboard Replacement Director a Replacement, all references to the Board no later than five (5) calendar days after the Nominating Committee recommendation of such Starboard Replacement “New Director; provided, however, that if the Board does not elect such Starboard Replacement Director to the Board as a result of such person not meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard Replacement Director is appointed to the Board; provided further that the selection and appointment of any person as the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Starboard Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. If at any time Starboard’s aggregate beneficial and economic ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of Starboard pursuant to this Section 1(j) to participate in the recommendation of a Starboard Replacement Director to fill the vacancy caused by the resignation or removal of the Starboard Designee or any Starboard Replacement Director shall automatically terminate. Notwithstanding the foregoing, in the event that Starboard fails to comply with its obligations in Section 1(l)(iii) prior to the 2017 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard Replacement Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary ” in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets extent applicable to such New Director but for his or her departure from the Minimum Ownership ThresholdBoard, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed be deemed references to the Board and the Nominating CommitteeReplacement instead.

Replacement Rights. If If, at any time prior to the Starboard Designee Termination Date, either of the A/CC Designees (or his or her Starboard any Replacement Director (as defined below), if applicablewith respect to the A/CC Designees) is unable or unwilling to serve as a director for any reason and ceases to be a director, resigns as a director or is removed as a director during the Standstill Period, and at such time Starboard has combined beneficial and economic ownership in the aggregate of at least three percent (3.0%) of the Company’s then outstanding Common Stock (the “Minimum Ownership Threshold”), Starboard Investors shall have the ability right to recommend propose to the Company a substitute director(s) in accordance with this Section 1(j) replacement director (any such replacement nominee shall be referred to as the a “Starboard Replacement Director”). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: (1) such person will qualify with relevant financial and business experience, who qualifies as “independent” pursuant to NYSE the Nasdaq Stock Market LLC (“Nasdaq”) listing standards and (2) such person has the relevant financial SEC and business experience to be a director applicable provisions of the Company Securities Exchange Act of 1934, as amended (“Exchange Act”), and the applicable rules and regulations promulgated thereunder and, with regard respect to a Starboard any Replacement Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable), and (3) such person meets the publicly disclosed guidelines and policies Director with respect to service on the Second A/CC Designee, shall not be an “affiliate” or “associate” of either Investor or any of their Affiliates; provided, that the Investors’ right to propose a Replacement Director pursuant to this Section 1(e) shall terminate when the Investors cease to beneficially own the Minimum Ownership Amount (as defined below). Any candidate for Replacement Director shall be subject to the reasonable approval of the N&G Committee and the Board, which approval shall occur as soon as practicable following the Investors proposing a director and shall, subject to the fiduciary duties of the N&G Committee and the Board, not be unreasonably withheld, conditioned or delayed, and such Replacement Director shall be appointed to the Board as in effect as of the date of this Agreement (the “Corporate Governance Guidelines and Policies”), in each case, as reasonably determined by the Nominating Committee (clauses (1)-(3), the “Replacement Criteria”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5) business days after the later Board and the N&G Committee have approved of (i) such nominee having submitted candidate. Any Replacement Director appointed to the Company the documentation required by Section 1(l)(v) herein and (ii) representatives of the Nominating Committee having conducted customary interview(s) of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated Board in accordance with this Section 1(j1(e) as promptly as practicableshall, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating Committee. In the event the Nominating Committee does not accept a substitute person recommended by Starboard as the Starboard Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting the Replacement Criteria whose appointment shall be subject to the Nominating fiduciary duties of the N&G Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Starboard Replacement Director to the Board no later than five (5) calendar days after the Nominating Committee recommendation of such Starboard Replacement Director; provided, however, that if the Board does not elect such Starboard Replacement Director to the Board as a result of such person not meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard Replacement Director is appointed to the Board; provided further that the selection and appointment of any person as the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Starboard Replacement Director be appointed to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s death, resignation or removal. If at , provided that in case of the Audit Committee, that such individual should be qualified for service thereon in accordance with any time Starboard’s aggregate beneficial and economic ownership of Common Stock decreases to less than the Minimum Ownership ThresholdNasdaq listing standard, the Exchange Act and any applicable rule or regulation promulgated thereunder. In the event the Board or the N&G Committee determines in good faith not to approve any Replacement Director proposed by the Investors, the Investors shall have the right of Starboard pursuant to propose additional Replacement Directors in accordance with this Section 1(j) to participate in the recommendation of a Starboard Replacement Director to fill the vacancy caused by the resignation or removal of the Starboard Designee or any Starboard Replacement Director shall automatically terminate. Notwithstanding the foregoing, in the event that Starboard fails to comply with its obligations in Section 1(l)(iii) prior to the 2017 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard Replacement Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets the Minimum Ownership Threshold, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s1(e) until a Starboard Replacement Director is appointed to the Board and the Nominating CommitteeBoard.

Replacement Rights. If the Starboard Designee Stockholder Nominee (or his or her Starboard any Replacement Director (as defined below), if applicableNominee) is unable or unwilling to serve as a director, resigns as a director or is removed as a director during the Standstill Restricted Period, and at such time Starboard has combined beneficial and the ▇▇▇▇▇▇▇ Parties have economic ownership exposure, in the aggregate of aggregate, comparable to an interest in at least three percent (3.0%) 5.0% of the Company’s then outstanding shares of Common Stock outstanding (the “Minimum Ownership Threshold”), Starboard the ▇▇▇▇▇▇▇ Parties shall have the ability to recommend select a substitute director(s) in accordance with this Section 1(jperson for appointment to the Board, provided that such person shall be reasonably acceptable to the Nominating Committee (such acceptance not to be unreasonably withheld) (any such replacement nominee shall be referred to as the “Starboard Replacement Director”). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: (1) such person will qualify as “independent” pursuant to NYSE listing standards and (2) such person has the relevant financial and business experience to be a director of the Company and, with regard to a Starboard Replacement Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable), and (3) such person meets the publicly disclosed guidelines and policies with respect to service on the Board as in effect as of the date of this Agreement (the “Corporate Governance Guidelines and Policies”), in each case, as reasonably determined by the Nominating Committee (clauses (1)-(3), the “Replacement CriteriaNominee”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5) business days after the later of (i) such nominee having submitted to the Company the documentation required by Section 1(l)(v) herein and (ii) representatives of the Nominating Committee having conducted customary interview(s) of such nominee. The Company Parties shall use its reasonable their best efforts to conduct identify any interview(s) contemplated in this Section 1(j) as promptly as practicableReplacement Nominee, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating Committee. In the event the Nominating Committee does not accept a substitute person recommended by Starboard as the Starboard Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting the Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Starboard Replacement Director to the Board no later than five (5) calendar days after the Nominating Committee recommendation of such Starboard Replacement Director; provided, however, that if the Board does not elect such Starboard Replacement Director to the Board as a result of such person not meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard Replacement Director is appointed to the Board; provided further that the selection and appointment of any person as the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board and subcommittees thereof shall take all necessary actions to appoint such Starboard any Replacement Director Nominee to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removalBoard, as promptly as practicable. If at any time Starboard’s the ▇▇▇▇▇▇▇ Parties’ aggregate beneficial and economic ownership of Common Stock exposure decreases to less than the Minimum Ownership Threshold, (i) the right of Starboard the ▇▇▇▇▇▇▇ Parties pursuant to this Section 1(j1(e) to participate in the recommendation selection of a Starboard Replacement Director Nominee to fill the vacancy caused by the any resignation or removal of the Starboard Designee Stockholder Nominee (or any Starboard Replacement Director Nominee) shall automatically terminate, (ii) if at such time, the Stockholder Nominee is employed by the ▇▇▇▇▇▇▇ Parties or their Affiliates and has already been appointed to the Board, the Stockholder Nominee must immediately resign from the Board and all applicable committees and subcommittees of the Board, and (iii) if at such time, the Termination Event has not yet occurred, the obligations of the Company to (x) set the size of the Board at ten (10) members during the Restricted Period pursuant to Sections 1(a) and 1(f) and (y) appoint the Nominees to the Board pursuant to Section 1(a) shall automatically terminate. Notwithstanding the foregoing, in In the event that Starboard fails any Additional Nominee is unable or unwilling to comply with its obligations in Section 1(l)(iii) prior to the 2017 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard Replacement Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed serve as a director, (2) resigns as a Starboard Replacement Director has not yet been appointed to director or is removed as a director during the Board Restricted Period and (3) Starboard’s if at such time the ▇▇▇▇▇▇▇ Parties have aggregate beneficial and economic ownership of Common Stock exposure that meets the Minimum Ownership Threshold, then neither the Nominating Committee nor ▇▇▇▇▇▇▇ Parties shall have the Board right to privately suggest any replacement for such Additional Nominee, which suggestion shall take any actions in furtherance of be duly considered by the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed to the Board and the Nominating CommitteeBoard.

Replacement Rights. If From and after the Starboard Designee (or his or her Starboard Replacement Director date hereof and until the Termination Date (as defined below), B▇▇▇▇▇ and the Board (or any applicable committees of the Board), in accordance with its fiduciary duties, shall mutually select a replacement nominee to the Board (the “Replacement Nominee”) for the New Independent Director if applicable) the New Independent Director is unable or unwilling to serve as a director, resigns as a director or director, is removed as a director during the Standstill Periodor ceases to be a director for any reason, and if, at such time Starboard has combined beneficial time, B▇▇▇▇▇ (including for this purpose any funds and economic ownership in accounts with respect to which (x) one or more members of B▇▇▇▇▇ are the aggregate only general partners or managing members or act as the only investment managers and (y) voting power or investment power (within the meaning of at least three percent Rule 13d-3 promulgated by the U.S. Securities and Exchange Commission (3.0%the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are not delegated to or shared with any person or entity other than a member of B▇▇▇▇▇ or any of its controlled Affiliates (as defined below) collectively holds a “net long position” of all of the Company’s then outstanding Common Stock common stock, par value $0.01 per share (the “Minimum Ownership ThresholdCommon Stock”), Starboard shall have the ability to recommend a substitute director(s) in accordance with this Section 1(j) (subject to appropriate adjustment in the event of any such replacement nominee shall be referred to as the “Starboard Replacement Director”). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: (1) such person will qualify as “independent” pursuant to NYSE listing standards and (2) such person has the relevant financial and business experience to be a director of the Company andstock dividend, with regard to a Starboard Replacement Directorstock split, to replace the Starboard Designee (combination or any Starboard Replacement Director, if applicable), and (3) such person meets the publicly disclosed guidelines and policies other similar recapitalization with respect to service on the Board as in effect Common Stock) owned by such persons as of the date of this Agreement (the “Corporate Governance Guidelines Minimum Ownership Requirement”) (and PoliciesB▇▇▇▇▇ shall contemporaneously notify the Company at such time as B▇▇▇▇▇’▇ Minimum Ownership Requirement is no longer met), provided, that, if B▇▇▇▇▇’▇ proposed Replacement Nominee is not reasonably acceptable to the Board, B▇▇▇▇▇ and the Board shall continue to work together to mutually select a Replacement Nominee until such a Replacement Nominee is accepted and appointed by the Board in accordance with its fiduciary duties. The Replacement Nominee shall, if applicable, as a condition to the New Independent Director’s nomination for election as a director of the Company at the 2024 Annual Meeting and the 2025 Annual Meeting of Stockholders of the Company (such meeting, the “2025 Annual Meeting”), in each case, as reasonably determined by the Nominating Committee (clauses (1)-(3), the “Replacement Criteria”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5) business days after the later of (i) such nominee having submitted provide to the Company a fully completed copy of the Company’s directors’ questionnaire and other reasonable and customary director on-boarding documentation required by Section 1(l)(v) herein the Company in connection with the appointment or election of non-management directors; and (ii) representatives meet all applicable director independence another standards of the Nominating Committee having conducted customary interview(s) Nasdaq Listing Rule 5605(a)(2), the Exchange Act, and the SEC to serve as a director on the Board. For the avoidance of such nomineedoubt, any Replacement Nominee shall thereafter be deemed the “New Independent Director” for purposes of this Agreement and shall be entitled to the same rights and subject to the same requirements under this Agreement as were applicable hereunder to the New Independent Director. The Company shall use its reasonable best efforts not be obligated pursuant to conduct this Agreement to include the New Independent Director (or any interview(sreplacement designee appointed pursuant to Section 1(b)) contemplated on the Board’s slate of nominees for election as directors at the Company’s Annual Meeting of Stockholders for any meeting other than the 2024 Annual Meeting and the 2025 Annual Meeting (and only for such meetings if the applicable conditions hereunder are satisfied). For purposes of this Agreement, “net long position” shall mean such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in this Section 1(j) Rule 14e-4 under the Exchange Act mutatis mutandis; provided, that “net long position” shall not include any shares as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of to which such nominees to the Nominating Committee. In the event the Nominating Committee person does not accept a substitute person recommended by Starboard as the Starboard Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting vote or direct the Replacement Criteria whose appointment vote or any managed account over which such person does not have exclusive investment decision making authority and shall be subject appropriately reduced to the Nominating Committee recommending extent such person has entered into a derivative or other agreement, arrangement or understanding that h▇▇▇▇▇ or transfers, in accordance with whole or in part, directly or indirectly, any of the procedures described above. Upon the recommendation economic consequences of a Starboard Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment ownership of such Starboard Replacement Director to the Board no later than five (5) calendar days after the Nominating Committee recommendation of such Starboard Replacement Director; provided, however, that if the Board does not elect such Starboard Replacement Director to the Board as a result of such person not meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard Replacement Director is appointed to the Board; provided further that the selection and appointment of any person as the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Starboard Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. If at any time Starboard’s aggregate beneficial and economic ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of Starboard pursuant to this Section 1(j) to participate in the recommendation of a Starboard Replacement Director to fill the vacancy caused by the resignation or removal of the Starboard Designee or any Starboard Replacement Director shall automatically terminate. Notwithstanding the foregoing, in the event that Starboard fails to comply with its obligations in Section 1(l)(iii) prior to the 2017 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard Replacement Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets the Minimum Ownership Threshold, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed to the Board and the Nominating Committeeshares.

Replacement Rights. If the Starboard Designee Bandera Director is unable to serve as a director of the Company due to disability and resigns as a director of the Company, or no longer serves as a director of the Company due to death, in either case, during the Cooperation Period, Bandera shall be permitted to privately identify a replacement candidate who meets the Director Criteria (a “Replacement Nominee”) and, as long as (i) neither ▇▇▇▇▇▇▇ nor any of ▇▇▇▇▇▇▇’s controlled Affiliates or his or her Starboard Representatives are in breach of this Agreement (and such breach has not been cured within five (5) Business Days after written notice has been delivered by the Company to Bandera of such breach), (ii) the Replacement Director Nominee provides to the Company all information concerning the Replacement Nominee that the Company is required to include in its proxy statement in connection with the election of directors at an annual meeting of stockholders, (iii) the Replacement Nominee agrees to comply with the Company Policies (as defined below), if applicable(iv) the Replacement Nominee agrees that the he or she is unable not, and during the Cooperation Period will not, become a party to any agreement, arrangement or unwilling understanding (whether written or oral) with any other Person with respect to serve as a director, resigns his or her service as a director of the Company, including any such agreement, arrangement or is removed understanding with respect to how such Replacement Nominee should or would vote or act on any issue or question as a director during the Standstill Period, and at such time Starboard has combined beneficial and economic ownership in the aggregate of at least three percent (3.0%) of the Company’s then outstanding Common Stock , and (v) the “Minimum Ownership Threshold”)Replacement Nominee has been approved by the Nominating Committee and/or the Board after exercising their good-faith customary due diligence review and consistent with the fiduciary duties owed to the Company and its stockholders, Starboard the Replacement Nominee shall have be appointed to fill the ability to recommend a substitute director(s) in accordance with this Section 1(j) vacancy created by the aforesaid resignation or death of the Bandera Director (any such replacement nominee shall be referred to Replacement Nominee so appointed as a director of the Company, a “Starboard Replacement Director”). Any Starboard , it being understood that ▇▇▇▇▇▇▇ may continue to propose privately additional Replacement Director recommended by Starboard must meet Nominees in the following criteria: (1) such person will qualify as “independent” pursuant to NYSE listing standards and (2) such person has the relevant financial and business experience to be a director of the Company and, with regard to a Starboard event an identified Replacement Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable), and (3) such person meets the publicly disclosed guidelines and policies with respect to service on the Board as in effect as of the date of this Agreement (the “Corporate Governance Guidelines and Policies”), in each case, as reasonably determined Nominee is not approved by the Nominating Committee (clauses (1)-(3), and/or the “Replacement Criteria”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5) business days after the later of (i) such nominee having submitted to the Company the documentation required by Section 1(l)(v) herein and (ii) representatives of the Nominating Committee having conducted customary interview(s) of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in this Section 1(j) as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating Committee. In the event the Nominating Committee does not accept a substitute person recommended by Starboard as the Starboard Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting the Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person Board in accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Starboard Replacement Director to the Board no later than five foregoing clause (5) calendar days after the Nominating Committee recommendation of such Starboard Replacement Director; provided, however, that if the Board does not elect such Starboard Replacement Director to the Board as a result of such person not meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(jv) until a Starboard Replacement Director Nominee is appointed to the Board; provided further that Board to fill the selection and appointment vacancy created by the aforesaid resignation or death of any person as the Starboard Bandera Director. If a Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment Nominee is appointed to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Starboard Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. If at any time Starboard’s aggregate beneficial and economic ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of Starboard pursuant to this Section 1(j) 1(b), all references in this Agreement to participate in the recommendation of a Starboard Replacement Director to fill the vacancy caused by the resignation or removal of the Starboard Designee or any Starboard Replacement Bandera Director shall automatically terminate. Notwithstanding the foregoing, in the event that Starboard fails to comply with its obligations in Section 1(l)(iii) prior to the 2017 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard include such Replacement Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets the Minimum Ownership Threshold, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed to the Board and the Nominating Committee.

Replacement Rights. If the Starboard Designee (or his or her Starboard Replacement Director (as defined below), if applicable) is unable or unwilling to serve as a director, resigns as a director or is removed as a director during During the Standstill Period, if the Investor satisfies the Minimum Ownership Threshold, and at the New Investor Director ceases to serve on the Board for any reason, then the Investor shall be entitled to designate a candidate to replace such time Starboard New Investor Director (a “Replacement”), and such Replacement shall be promptly appointed to the Board after the Board has combined beneficial approved of such candidate (with such approval not to be unreasonably withheld, conditioned or delayed, and economic ownership which approval shall not be withheld, conditioned or delayed on the basis of a candidate being a current or former employee, officer, director or partner or immediate family member of the Investor or any of its Affiliates). Any Replacement identified pursuant to this Section 1(f) shall satisfy the requirements of the Certificate of Incorporation, the Bylaws and the Company’s other governance documents and policies and any applicable law. As a condition to being appointed to the Board, any Replacement shall have participated in the aggregate of at least three percent reasonable customary procedures for all new director candidates. Such procedures shall include, but are not limited to, (3.0%i) providing information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence, and other criteria applicable to directors or satisfying compliance and legal obligations, and a fully completed and executed copy of the Company’s then outstanding Common Stock director candidate questionnaire (in the “Minimum Ownership Threshold”), Starboard shall have the ability to recommend a substitute director(s) in accordance with this Section 1(j) (any such replacement nominee shall be referred to as the “Starboard Replacement Director”). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: (1) such person will qualify as “independent” pursuant to NYSE listing standards and (2) such person has the relevant financial and business experience to be a director of the Company and, with regard to a Starboard Replacement Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable), and (3) such person meets the publicly disclosed guidelines and policies with respect to service on the Board as in effect as of the date of this Agreement (the “Corporate Governance Guidelines and Policies”), in each case, as reasonably determined form completed by the Nominating Committee (clauses (1)-(3Company’s incumbent non-management directors), the “Replacement Criteria”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5) business days after the later of (i) such nominee having submitted to the Company the documentation required by Section 1(l)(v) herein and ; (ii) representatives consenting to and participating in an appropriate background check comparable to those undergone by other non-management directors of the Nominating Committee having conducted customary interview(sCompany; (iii) of such nominee. The complying at all times with the Company shall use its reasonable best efforts to conduct any interview(sPolicies; and (iv) contemplated participating in this Section 1(j) as promptly as practicablean interview by, but in any caseand receiving a favorable recommendation from, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating Committee. In the event the Nominating Committee does determines in good faith not accept a substitute person recommended by Starboard as the Starboard to appoint any Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting the Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director nominee proposed by the Nominating CommitteeInvestor, the Board Investor will be entitled to propose additional Replacements for consideration, and the provisions of this Section 1(f) shall vote on continue to apply. Following the appointment of such Starboard Replacement Director a Replacement, all references to the Board no later than five (5) calendar days after the Nominating Committee recommendation of such Starboard Replacement “New Investor Director; provided, however, that if the Board does not elect such Starboard Replacement Director to the Board as a result of such person not meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard Replacement Director is appointed to the Board; provided further that the selection and appointment of any person as the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Starboard Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. If at any time Starboard’s aggregate beneficial and economic ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of Starboard pursuant to this Section 1(j) to participate in the recommendation of a Starboard Replacement Director to fill the vacancy caused by the resignation or removal of the Starboard Designee or any Starboard Replacement Director shall automatically terminate. Notwithstanding the foregoing, in the event that Starboard fails to comply with its obligations in Section 1(l)(iii) prior to the 2017 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard Replacement Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary ” in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets extent applicable to such New Investor Director but for his departure from the Minimum Ownership ThresholdBoard, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed be deemed references to the Board and the Nominating CommitteeReplacement instead.

Replacement Rights. If the Starboard Designee New Director (or his or her Starboard any Replacement Director (as defined below), if applicable) is unable or unwilling to serve as a directordirector for any reason, resigns as a director or is removed as a director during prior to the Standstill PeriodExpiration Date, and at such time Starboard has combined the Vision One Parties have aggregate beneficial and economic ownership in (as determined under Rule 13d-3 promulgated under the aggregate Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder (the “Exchange Act”)) representing at least three percent (3.0%) 417,178 shares of the Company’s then outstanding Common Stock (the “Minimum Ownership Threshold”), Starboard the Parties shall have cooperate in good faith to select, and the ability to recommend Company shall appoint, as promptly as practicable, a substitute director(s) in accordance with this Section 1(j) person (any such replacement nominee director shall be referred to as the a “Starboard Replacement Director”) mutually agreeable to the Vision One Parties and the Company to serve as a director of the Company for the remainder of the New Director’s term (it being understood that the Vision One Parties shall be entitled to continue to select potential replacement directors to present to the Company until such time as the Vision One Parties and the Company mutually agree on an individual to serve as Replacement Director). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: shall be required to (1i) such person will qualify as “independent” pursuant to NYSE under New York Stock Exchange (“NYSE”) listing standards and (2) such person has the relevant financial rules and business experience to be a director regulations of the Company andSEC, with regard to a Starboard Replacement Director, to replace (ii) satisfy the Starboard Designee (or any Starboard Replacement Director, if applicable), and (3) such person meets the publicly disclosed guidelines and policies with respect to service on the Board applicable to all non-management directors (including providing the Onboarding Documentation (as in effect defined below)), and (iii) not have any agreement, arrangement, or understanding, written or oral, with any Vision One Party or any Affiliate or Associate of a Vision One Party regarding such person’s service as a director of the date Company. Following the appointment of this Agreement (the “Corporate Governance Guidelines and Policies”), in each case, as reasonably determined by the Nominating Committee (clauses (1)-(3), the “Replacement Criteria”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5) business days after the later of (i) such nominee having submitted to the Company the documentation required by Section 1(l)(v) herein and (ii) representatives of the Nominating Committee having conducted customary interview(s) of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in this Section 1(j) as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating Committee. In the event the Nominating Committee does not accept a substitute person recommended by Starboard as the Starboard Replacement Director as a result of such person not meeting to replace the New Director (or any Replacement Criteria, Starboard shall have the right to recommend additional substitute person(sDirector) meeting the Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person in accordance with this Section 1(d), all references to the procedures described above. Upon the recommendation of a Starboard New Director herein shall be deemed to include such Replacement Director nominee by the Nominating Committee, the Board (it being understood that this sentence shall vote on the appointment of such Starboard Replacement Director apply whether or not references to the Board no later than five (5) calendar days after the Nominating Committee recommendation of New Director expressly state that they include such Starboard Replacement Director; provided, however, that if ). If the Board does not elect such Starboard Replacement Director to Vision One Parties’ aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under the Board as a result of such person not meeting the Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(jExchange Act) until a Starboard Replacement Director is appointed to the Board; provided further that the selection and appointment of any person as the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Starboard Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. If at any time Starboard’s aggregate beneficial and economic ownership shares of Common Stock decreases to less than the Minimum Ownership Threshold, the right of Starboard the Vision One Parties pursuant to this Section 1(j1(d) to participate in the recommendation of a Starboard Replacement Director to fill the vacancy caused by the resignation or removal of the Starboard Designee New Director or any Starboard Replacement Director shall automatically terminate. Notwithstanding Prior to the foregoingappointment of any Replacement Director to the Board, the Replacement Director will submit to the Company the Onboarding Documentation. For the purpose of this Agreement, the term “Onboarding Documentation” shall mean (A) a fully completed copy of the Company’s director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company’s policies and procedures applicable to all other non-management directors in connection with the appointment or election of new Board members (including, without limitation, a written consent to a customary background check by a third party), (B) a written acknowledgement in substantially the form entered into by the other directors of the Company that the Replacement Director agrees to be bound by all current policies, codes and guidelines applicable to all other non-management directors of the Company, (C) information requested by the Company that is required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards or as may be requested or required by any regulatory or governmental authority having jurisdiction over the Company, (D) information reasonably requested by the Company in connection with assessing eligibility, qualification, independence, and other criteria applicable to directors or satisfying compliance and legal obligations and (E) such other information reasonably requested by the Company, including such information as is necessary or appropriate for the Company or its agents to perform a background check in the event that Starboard fails manner generally performed for non-management directors of the Company, including an executed consent to comply with its obligations in Section 1(l)(iii) such background check. Each of the Company and the Vision One Parties agrees that, prior to being appointed to the 2017 Annual MeetingBoard in accordance with this Agreement, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard New Director and any Replacement Director, as applicable) , shall have delivered to the Board at Company the 2017 Annual Meeting. Notwithstanding anything to the contrary in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets the Minimum Ownership Threshold, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed to the Board and the Nominating CommitteeOnboarding Documentation.

Replacement Rights. If If, from the Starboard Designee (or his or her Starboard Replacement Effective Date until the Termination Date, either New Director (as defined below), if applicable) is unable to serve, or unwilling to serve as a directorno longer serves, resigns as a director or is removed as a director during the Standstill Period, and at such time Starboard has combined beneficial and economic ownership in the aggregate of at least three percent (3.0%) of the Company’s then outstanding Common Stock (the “Minimum Ownership Threshold”), Starboard shall have the ability to recommend a substitute director(s) in accordance with this Section 1(j) (any such replacement nominee shall be referred to as the “Starboard Replacement Director”). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: (1) such person will qualify as “independent” pursuant to NYSE listing standards and (2) such person has the relevant financial and business experience to be a director of the Company and, with regard to a Starboard Replacement Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable), and (3) such person meets the publicly disclosed guidelines and policies with respect to service on the Board as due to death or disability, then a director replacing such New Director (a “Replacement”) shall be identified and chosen in effect as of the date of this Agreement (the “Corporate Governance Guidelines same manner and Policies”), in each case, as reasonably determined by the Nominating Committee (clauses (1)-(3), the “Replacement Criteria”). The Nominating Committee shall make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (5) business days after the later of (i) such nominee having submitted pursuant to the Company the documentation required by Section 1(l)(v) herein same terms and (ii) representatives of the Nominating Committee having conducted customary interview(s) of procedures used to identify such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in this Section 1(j) as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating Committee. In the event the Nominating Committee does not accept a substitute person recommended by Starboard as the Starboard Replacement Director as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) meeting the Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Starboard Replacement Director to the Board no later than five (5) calendar days after the Nominating Committee recommendation of such Starboard Replacement New Director; provided, however, that if any Replacement of a New Director, who had himself or herself replaced such New Director or the initial Replacement of such New Director, is unable to serve, or no longer serves, as a director on the Board does not elect such Starboard due to death or disability, then a Replacement Director shall be identified and chosen in the same manner and pursuant to the Board same terms and procedures used to identify such New Director. Any Replacement(s) identified pursuant to this Section 1(c) shall qualify as a result an “Independent Director,” as defined in the New York Stock Exchange American Listed Company Manual (or applicable independence definition of such person not meeting other national securities exchange designated as the primary market on which the Common Stock is listed for trading at such time) and SEC rules and regulations, and such Replacement Criteria, the Parties shall continue to follow the procedures of this Section 1(j) until a Starboard Replacement Director is be appointed to the Board; provided further that the selection and appointment of any person as the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment , subject to the Boardrecommendation (not to be unreasonably withheld) of the Nominating Committee, after conducting a good faith customary due diligence process and consistent with its fiduciary duties. Any Replacement(s) appointed to the Board and all applicable committees of the Board in accordance with this Section 1(c) shall take all necessary actions to appoint such Starboard Replacement Director be appointed to any applicable committee committees of the Board of which the applicable New Director (or any Replacement) being replaced director (the “Former Director”) was a member immediately prior to such directorFormer Director’s resignation resignation. Any rights or removal. If at any time Starboardobligations of the Board and Red Oak as provided in this Section 1(c) shall terminate (i) with respect to the First New Director, when Red Oak’s aggregate beneficial ownership fails to equal or exceed the Higher Ownership Threshold and economic (ii) with respect to the Second New Director, when Red Oak’s aggregate beneficial ownership of Common Stock decreases fails to less than equal or exceed the Minimum Lower Ownership Threshold. In the event the Nominating Committee determines in good faith not to recommend the appointment of any Replacement(s) proposed by Red Oak (with such recommendation by the Nominating Committee not to be unreasonably withheld), Red Oak shall have the right to propose additional Replacements for consideration, and the provisions of Starboard pursuant to this Section 1(j1(c) shall continue to participate in apply. All references to “New Director,” for purposes of this Agreement, shall be deemed references to the recommendation of a Starboard Replacement person who replaces the applicable New Director to fill the vacancy caused by the resignation or removal of the Starboard Designee or any Starboard succeeding Replacement Director shall automatically terminate. Notwithstanding the foregoingconsistent with this Section 1(c), in the event that Starboard fails to comply with its obligations in Section 1(l)(iii) prior to the 2017 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard a Replacement Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets the Minimum Ownership Threshold, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed to the Board and the Nominating Committeeappointed.