Common use of Rule 14d-10 Matters Clause in Contracts

Rule 14d-10 Matters. All amounts payable to holders of Shares and other securities of the Company (the “Covered Securityholders”) pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (i) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (ii) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company Board (the “Compensation Committee”) is an “Independent Director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee (A) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1) each Company Stock Plan, (2) the treatment of the Company Stock Options and Restricted Stock in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4) each other Company Plan and Company Benefit Agreement, which resolutions have not been rescinded, modified or withdrawn in any way, and (B) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares and other securities equity interests of the Company (the “Covered Securityholders”) pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that Compensation Committee (each member of the Compensation Committee of which the Company Board (the “Compensation Committee”) determined is an “Independent Directorindependent director” within the meaning of the applicable NYSE rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee 0000 Xxx) (Ai) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange 1934 Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, (2B) the treatment of the Company Stock Options and Restricted Stock Equity Awards in accordance with the terms set forth in this Agreementherein, the applicable Company Stock Equity Plan and any applicable Company Plans and (C) any other Employment Compensation Arrangement that has been or will be negotiated, executed or amended in connection with or in anticipation of the Transactions, whether before or after the date hereof, with current or former Company Benefit AgreementsService Providers who are holders of Shares or other equity interests of the Company, (3) and the terms of Section 3.2(b) of this Agreement payments made or to be made and (4) each other Company Plan and Company Benefit Agreementbenefits provided or to be provided thereunder, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) under the Exchange 1934 Act with respect to the foregoing arrangements. The Company has provided or will provide to Parent copies of resolutions adopted by the Compensation Committee effectuating the foregoing, which resolutions have not be modified, amended or rescinded.

Rule 14d-10 Matters. All amounts payable to holders of Shares and other securities of the Company (the “Covered Securityholders”) Securityholders pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company Board (the “Compensation Committee”) (each member of which the Company Board determined is an “Independent Directorindependent director” within the meaning of the NASDAQ rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1w) each Company Stock Plan, (2x) the treatment of the Company Stock Options and Restricted Stock in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit AgreementsPlans, (3y) the terms of Section 3.2(b) 7.10 of this Agreement and (4z) each other Company Plan and Company Benefit AgreementPlan, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares and other securities equity interests of the Company (the “Covered Securityholders”) pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee compensation committee of the Company Board (each member of which the “Compensation Committee”) Company Board determined is an “Independent Directorindependent director” within the meaning of the applicable NASDAQ Global Market rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held at which all members of the Compensation Committee compensation committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, Plan and (2B) the treatment of the Company Stock Options and Restricted Stock Units in accordance with the terms set forth in this Agreementherein, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4) each other Company Plan and Company Benefit AgreementPlans, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable pursuant to the Employee Plans or any other plan, program, agreement or arrangement pursuant to which compensation is paid or payable or pursuant to which benefits are provided (collectively, the “Arrangements”) to holders of Shares Company Common Stock and other securities of the Company (the “Covered Securityholders”) pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Board of Directors of the Company Board has determined that each member of the Compensation Committee of the Board of Directors of the Company Board (the “Compensation Committee”) is an “Independent Director” within the meaning of the applicable NASDAQ rules and is an “Independent Director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee (Ai) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, (2B) the treatment of the Company Stock Options Options, Company RSUs, Company PSUs and Restricted rights to purchase shares of Company Common Stock under the Purchase Plan in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit AgreementsArrangement, (3C) the terms of Section 3.2(b) 3.3 of this Agreement and (4D) each other Company Plan and Company Benefit AgreementArrangement, which resolutions have not been rescinded, modified or withdrawn in any way, way and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares and other securities equity interests of the Company (the “Covered Securityholders”) pursuant to the Company Employee Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (i) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (ii) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company (each member of which the Company Board (the “Compensation Committee”) determined is an “Independent Directorindependent director” within the meaning of the applicable NASDAQ rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, Equity Plan and (2B) the treatment of the Company Stock Options and Restricted Stock Company RSUs in accordance with the terms set forth in this Agreementherein, the applicable Company Stock Equity Plan and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4) each other Company Plan and Company Benefit AgreementEmployee Plans, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares and other securities equity interests of the Company (the “Covered Securityholders”) pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee compensation committee of the Company Board (each member of which the “Compensation Committee”) Company Board determined is an “Independent Directorindependent director” within the meaning of the applicable NASDAQ rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held at which all members of the Compensation Committee compensation committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, Plan and (2B) the treatment of the Company Stock Options and Restricted Stock Units in accordance with the terms set forth in this Agreementherein, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4) each other Company Plan and Company Benefit AgreementPlans, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares and other securities equity interests of the Company (the “Covered Securityholders”) pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee compensation committee of the Company Board (each member of which the “Compensation Committee”) Company Board determined is an “Independent Directorindependent director” within the meaning of the applicable NASDAQ Global Select Market rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held at which all members of the Compensation Committee compensation committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, Plan and (2B) the treatment of the Company Options, Restricted Stock Options Units and Restricted Stock Awards in accordance with the terms set forth in this Agreementherein, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4) each other Company Plan and Company Benefit AgreementPlans, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares Company Common Stock and other securities equity interests of the Company (the “Covered Securityholders”) pursuant to the Company Benefit Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company Board (the “Compensation Committee”) (each member of which the Company Board determined is an “Independent Directorindependent director” within the meaning of the applicable rules and regulations of the New York Stock Exchange and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held, or to be duly called and held prior to the Acceptance Time, at which all members of the Compensation Committee were present, duly and unanimously adopted or will adopt resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, (2B) the treatment of the Company Stock Options Options, Company RSUs and Restricted Stock Company RSAs in accordance with the terms set forth in this Agreementherein, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit AgreementsPlans, (3) the terms of Section 3.2(b) of this Agreement and (4C) each other Company Benefit Plan and set forth in Section 4.27 of the Company Benefit AgreementDisclosure Letter, which resolutions have not been rescinded, modified or withdrawn in any waywithdrawn, and (Bii) has taken all or will take prior to the Acceptance Time other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) under the Exchange Act with respect to the foregoing arrangements.. Article V

Rule 14d-10 Matters. All amounts payable to holders of Shares shares and other securities equity interests of the Company Target (each a “Covered Securityholder,” and together the “Covered Securityholders”) pursuant to the Company Target Stock Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company compensation committee of the Target Board has determined that (each member of which the Compensation Committee of the Company Target Board (the “Compensation Committee”) determined is an “Independent Directorindependent director” within the meaning of the applicable NASDAQ rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held at which all members of the Compensation Committee compensation committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Target Stock Plan, Plan and (2B) the treatment of the Company Target Stock Options and Target Restricted Stock Awards in accordance with the terms set forth in this Agreementherein, the applicable Company Target Stock Plan and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4) each other Company Plan and Company Benefit AgreementPlan, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares Company Common Stock and other securities equity interests of the Company (the “Covered Securityholders”) pursuant to the Company Benefit Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company Board (the “Compensation Committee”) of the Board of Directors of the Company (each member of which the Board of Directors of the Company determined is an “Independent Directorindependent director” within the meaning of the applicable Nasdaq rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, (2B) the treatment of the Company Stock Options and Restricted Stock Company DSUs in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Company Benefit Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4C) each other Company Benefit Plan and set forth in Section 4.01(o)(i) of the Company Benefit AgreementDisclosure Letter, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements. A correct and complete copy of any resolutions of the Compensation Committee reflecting any approvals and actions referred to in the preceding sentence and taken prior to the date of this Agreement has been provided to Parent prior to the execution of this Agreement.

Rule 14d-10 Matters. All amounts payable The parties acknowledge that certain payments have been made or are to be made and certain benefits have been granted or are to be granted according to employment compensation, severance and other employee benefit plans of the Company, including the Employment Letter Agreements, the Company Benefit Plans and the 401(k) Plan (collectively, the “Arrangements”), to certain holders of Shares Company Common Stock and other securities of the Company (the “Covered Securityholders”) pursuant to ). All such amounts payable under the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) Arrangements (i) are being paid or granted as compensation for past services performed, future services to be performed performed, or future services to be refrained from performing performing, by the Covered Securityholders (and matters incidental thereto) and (ii) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company Board (the “Company Compensation Committee”) is an “Independent Director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee (A) at a meeting duly called and held at which all members of the Company Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1) each Company Stock PlanEmployment Letter Agreement, (2) the treatment of the Company Stock Options Options, Company RSU Awards and Company Restricted Stock Shares in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) Sections 6.04, 6.05, 6.06 and 6.07 of this Agreement and (4) each other Change in Control Arrangement that is set forth in Section 3.30 of the Company Plan and Company Benefit AgreementDisclosure Letter (the “Existing Change in Control Agreements”), which resolutions have not been rescinded, modified or withdrawn in any way, way and (B) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements. Each member of the Compensation Committee of the Company Board is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Existing Change in Control Agreements are the only Change in Control Arrangements between the Company (or its subsidiaries) and any stockholder of the Company.

Rule 14d-10 Matters. All amounts payable to holders of Shares and other securities of the Company (the “Covered Securityholders”) Securityholders pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company Board (the “Compensation Committee”) (each member of which the Company Board determined is an “Independent Directorindependent director” within the meaning of the applicable Nasdaq rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, (2B) the treatment of the Company Stock Options and Company Restricted Stock Units in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4C) each other Company Plan and Company Benefit AgreementPlan, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Company Shares and other securities of the Company (the “Covered Securityholders”) pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Company Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company Board (the “Compensation Committee”) is an “Independent Directorindependent director” within the meaning of Nasdaq Rule 5605(a)(2) and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee (Ai) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act Act: (an “Employment Compensation Arrangement”A) (1) each the Company Stock Plan, (2B) the treatment of the Company Stock Options and Restricted Stock Stock-Based Securities in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4C) each other Company Plan and Company Benefit AgreementPlan, which resolutions have not been rescinded, modified or withdrawn in any way, way and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements. For purposes of this Section 5.28 only, the definition of the term “Company Plan” contained in Section 10.4 shall be deemed to exclude the word “material” wherever it appears in such definition.

Rule 14d-10 Matters. All amounts payable to holders of Shares Company Common Stock and other securities Equity Interests of the Company (the “"Covered Securityholders”") pursuant to the Company Benefit Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company Board (the “"Compensation Committee”") (each member of which the Company Board determined is an “Independent Director” "independent director" within the meaning of the applicable NYSE rules and is an "independent director" in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “"employment compensation, severance or other employee benefit arrangement” " within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, (2B) the treatment of the Company Stock Options and Restricted Stock Equity Awards (other than the Warrants) in accordance with the terms set forth in this Agreement, as applicable, the applicable Company Stock Plan and any applicable Company Benefit Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4C) each other Company Benefit Plan and set forth in Section 4.19 of the Company Benefit AgreementDisclosure Letter, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) (2) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All Prior to the Acceptance Time, the compensation committee of the Company Board will have adopted resolutions to provide that all amounts payable pursuant to the Company Equity Plans (including as the Company Equity Plans permitted to be modified by this Agreement) to individuals who are also holders of Shares and other securities equity interests of the Company (the “Covered Securityholders”) pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (i) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (ii) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of Prior to the Compensation Committee Acceptance Time, the compensation committee of the Company Board (each member of which the “Compensation Committee”) Company Board will have determined is an “Independent Directorindependent director” within the meaning of the applicable NASDAQ rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) will have (Ax) at a meeting duly called and held at which all members of the Compensation Committee compensation committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation ArrangementAgreement”) (1A) each of the Company Equity Plans (including as the Company Equity Plans permitted to be modified by this Agreement) and (B) each Company Stock Plan, Equity Plan and (2C) the treatment of the Company Stock Options and Company Restricted Stock Shares in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan herein and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4) each other Company Plan and Company Benefit AgreementEquity Plans, which resolutions will not have not been rescinded, modified or withdrawn in any wayway prior to the Effective Time, and (By) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable payments made or to holders be made or benefits granted or to be granted to any holder of Shares and Company Common Stock or other securities of the Company (the each, a “Covered SecurityholdersSecurity Holder”) pursuant to the Company Plans and the any employment, consulting, bonus, incentive or deferred compensation, equity or equity-based compensation, severance, change in control, retention, termination, pension, welfare or other compensation or benefit plan, program, policy, arrangement or Contract, including each Company Benefit Agreements Plan and each Company Benefit Agreement, (collectively, the “Arrangements”a) (i) are being have been or will be paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) by the applicable Covered Security Holder and (iib) are have not been and will not be calculated based on the number of Shares shares of Company Common Stock tendered or to be tendered into the Offer by the applicable Covered SecurityholderSecurity Holder. The Company Board has determined that each member of the Compensation Human Resources Committee of the Company Board (the “Compensation HR Committee”) is an “Independent Director” in accordance with (i) has prior to the requirements date of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee (A) at a meeting duly called and held at which all members of the Compensation Committee were present, this Agreement duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, (2B) the treatment of the Company Stock Options Options, Company RSUs and Restricted Stock rights under the Company ESPP in accordance with the terms set forth in of this Agreement, the applicable Company Stock Plan and any applicable Company Benefit Plans and Company Benefit Agreements, (3C) the terms of Section 3.2(b) Sections 6.04, 6.05 and 6.06 of this Agreement and (4D) each other Company Benefit Plan and Company Benefit Agreement, in each case as in effect as of the date of this Agreement, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangementsarrangements and the Transactions. The HR Committee is (and was, at each time it acted as described in this Section 3.12) composed solely of “independent directors” within the meaning of Rule 14d-10(d)(1) under the Exchange Act.

Rule 14d-10 Matters. All amounts payable to holders of Shares Company Common Stock and other securities Equity Interests of the Company (the “Covered Securityholders”) pursuant to the Company Benefit Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company Board (the “Compensation Committee”) (each member of which the Company Board determined is an “Independent Directorindependent director” within the meaning of the applicable Nasdaq rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, (2B) the treatment of the Company Stock Options and Company Restricted Stock in accordance with the terms set forth in this AgreementAgreement and the Support Agreements, as applicable, the applicable Company Stock Plan and any applicable Company Benefit Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4C) each other Company Benefit Plan and set forth in Section 4.27 of the Company Benefit AgreementDisclosure Letter, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) (2) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares and other securities equity interests of the Company (the “Covered Securityholders”) pursuant to the Company Employee Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company (each member of which the Board (of Directors of the “Compensation Committee”) Company determined is an “Independent Directorindependent director” within the meaning of the applicable NASDAQ rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, Equity Plan and (2B) the treatment of the Company Stock Options and Restricted Stock Company RSUs in accordance with the terms set forth in this Agreementherein, the applicable Company Stock Equity Plan and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4) each other Company Plan and Company Benefit AgreementEmployee Plans, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares Company Common Stock and other securities Equity Interests of the Company (the “Covered Securityholders”) pursuant to the Company Benefit Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company Board (the “Compensation Committee”) (each member of which the Company Board determined is an “Independent Directorindependent director” within the meaning of the applicable NYSE rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, (2B) the treatment of the Company Stock Options and Restricted Stock Equity Awards (other than the Warrants) in accordance with the terms set forth in this Agreement, as applicable, the applicable Company Stock Plan and any applicable Company Benefit Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4C) each other Company Benefit Plan and set forth in Section 4.19 of the Company Benefit AgreementDisclosure Letter, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) (2) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares Company Common Stock and other securities of the Company (the “Covered Securityholders”) pursuant to the Company Benefit Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (i) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (ii) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Board of Directors of the Company Board has determined that each member of the Compensation Committee of the Board of Directors of the Company Board (the “Compensation Committee”) is an “Independent Director” within the meaning of the applicable NASDAQ Rules and is an “Independent Director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee (A) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1) each Company Stock Plan, (2) the treatment of the Company Stock Options Options, Company Restricted Shares and Restricted rights to purchase shares of Company Common Stock under the Purchase Plan in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Company Benefit Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) 6.4 of this Agreement and (4) each other Company Benefit Plan and Company Benefit Agreement, which resolutions have not been rescinded, modified or withdrawn in any way, and (B) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares Company Common Stock and other securities of the Company (the “Covered Securityholders”) pursuant to the Company Benefit Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (i) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (ii) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Board of Directors of the Company Board (the “Compensation Committee”) (each member of which the Board of Directors of the Company determined is an “Independent Director” within the meaning of NASDAQ Rule 4200(a)(15) and is an “Independent Director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (A) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1) each Company Stock Plan, (2) the treatment of the Company Stock Options Options, Company RSUs, Company SARs, Company Restricted Shares and Restricted rights to purchase shares of Company Common Stock under the Purchase Plan in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Company Benefit Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) 6.4 of this Agreement and (4) each other Company Benefit Plan and Company Benefit Agreement, which resolutions have not been rescinded, modified or withdrawn in any way, and (B) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares Company Common Stock and other securities of the Company (the “Covered Securityholders”) pursuant to the Company Benefit Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (i) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (ii) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Board of Directors of the Company Board has determined that each member of the Compensation Committee of the Board of Directors of the Company Board (the “Compensation Committee”) is an “Independent Director” within the meaning of the applicable NASDAQ Rules and is an “Independent Director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee (A) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1) each Company Stock Plan, (2) the treatment of the Company Stock Options Options, Company Restricted Shares, Company RSUs, Company Director Units and Restricted rights to purchase shares of Company Common Stock under the Purchase Plan in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Company Benefit Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) 6.4 of this Agreement and (4) each other Company Benefit Plan and Company Benefit Agreement, which resolutions have not been rescinded, modified or withdrawn in any way, and (B) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares Company Common Stock and other securities of the Company (the “Covered Securityholders”) pursuant to the Company Benefit Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (i) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (ii) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation and Organization Committee of the Board of Directors of the Company Board (the “Compensation and Organization Committee”) (each member of which the Board of Directors of the Company determined is an “Independent Directorindependent director” within the meaning of NASDAQ Rule 4200(a)(15) and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (A) at a meeting duly called and held at which all members of the Compensation and Organization Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1) each Company Stock Plan, (2) the treatment of the Company Stock Options Options, Company RSUs and Restricted rights to purchase shares of Company Common Stock under the Purchase Plan in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Company Benefit Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) 6.05 of this Agreement and (4) each other Company Benefit Plan and Company Benefit Agreement, which resolutions have not been rescinded, modified or withdrawn in any way, and (B) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to Company Stockholders and the holders of Shares and other Company securities of the Company (the “Covered Securityholders”) pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee compensation committee of the Company Board (each member of which the “Compensation Committee”) Company Board determined is an “Independent Directorindependent director” within the meaning of the applicable NASDAQ rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held at which all members of the Compensation Committee compensation committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, Plan and (2B) the treatment of the Company Stock Options and Restricted Stock Equity Awards in accordance with the terms set forth in this Agreementherein, the applicable Company Stock Plan Plans and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4) each other Company Plan and Company Benefit AgreementPlans, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares and other securities of the Company (the “Covered Securityholders”) Securityholders pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company Board (the “Compensation Committee”) (each member of which the Company Board determined is an “Independent Directorindependent director” within the meaning of the applicable Nasdaq rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held at which all members of the Compensation Committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, (2B) the treatment of the Company Stock Options and Company Restricted Stock Units in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4C) each other Company Plan and Company Benefit Agreementset forth on Schedule 5.24, which resolutions have not been rescinded, modified or withdrawn in any way, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares shares of Common Stock and other securities equity interests of the Company (the “Covered Securityholders”) pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company Company’s Board of Directors (the “Compensation Committee”) (each member of which the Company’s Board of Directors has determined is an “Independent Directorindependent director” within the meaning of the applicable rules and regulations of the New York Stock Exchange and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held, or to be duly called and held prior to the Offer Acceptance Time, at which all members of the Compensation Committee were will be present, duly and unanimously adopted or will adopt resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, (2B) the treatment of the Company Stock Options Options, Company Restricted Shares and Restricted Stock Company ESPP rights and in accordance with the terms set forth in this Agreementherein, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit AgreementsPlans, (3) the terms of Section 3.2(b) of this Agreement and (4C) each other Company Plan and set forth in Section 4.11(a) of the Company Benefit AgreementDisclosure Letter, which resolutions have not been rescinded, modified or withdrawn in any waywithdrawn, and (Bii) has taken all or will take prior to the Offer Acceptance Time other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All Prior to the Acceptance Time, the compensation committee of the Company Board will have adopted resolutions to provide that all amounts payable pursuant to the Plans (including as the Plans permitted to be modified by this Agreement) to individuals who are also holders of Shares and other securities equity interests of the Company (the “Covered Securityholders”) pursuant to the Company Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of Prior to the Compensation Committee Acceptance Time, the compensation committee of the Company Board (each member of which the “Compensation Committee”) Company Board will have determined is an “Independent Directorindependent director” within the meaning of the applicable NASDAQ Global Market rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) will have (Ai) at a meeting duly called and held at which all members of the Compensation Committee compensation committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each of the Plans (including as the Plans permitted to be modified by this Agreement), (B) each Company Stock Plan, Plan and (2C) the treatment of the Company Stock Options and Company Restricted Stock in accordance with the terms set forth in this Agreementherein, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit Agreements, (3) the terms of Section 3.2(b) of this Agreement and (4) each other Company Plan and Company Benefit AgreementPlans, which resolutions will not have not been rescinded, modified or withdrawn in any wayway prior to the Effective Time, and (Bii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) under the Exchange Act with respect to the foregoing arrangements.

Rule 14d-10 Matters. All amounts payable to holders of Shares Company Common Stock and other securities equity interests of the Company (the “Covered Securityholders”) pursuant to the Company Benefit Plans and the Company Benefit Agreements (collectively, the “Arrangements”) (ia) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (iib) are not calculated based on the number of Shares shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The Company Board has determined that each member of the Compensation Committee of the Company Board (the “Compensation Committee”) (each member of which the Company Board determined is an “Independent Directorindependent director” within the meaning of the applicable rules and regulations of the New York Stock Exchange and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act. The Compensation Committee ) (Ai) at a meeting duly called and held, or to be duly called and held prior to the Acceptance Time, at which all members of the Compensation Committee were present, duly and unanimously adopted or will adopt resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (an “Employment Compensation Arrangement”) (1A) each Company Stock Plan, (2B) the treatment of the Company Stock Options Options, Company RSUs and Restricted Stock Company RSAs in accordance with the terms set forth in this Agreementherein, the applicable Company Stock Plan and any applicable Company Plans and Company Benefit AgreementsPlans, (3) the terms of Section 3.2(b) of this Agreement and (4C) each other Company Benefit Plan and set forth in Section 4.27 of the Company Benefit AgreementDisclosure Letter, which resolutions have not been rescinded, modified or withdrawn in any waywithdrawn, and (Bii) has taken all or will take prior to the Acceptance Time other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(214d-10(d) under the Exchange Act with respect to the foregoing arrangements.