Definition of Post-Closing Board Composition


Post-Closing Board Composition means the following, which shall become effective only upon the Closing, (i) acceptance of the resignation of one of the non-employee directors on the Company Board, (ii) a resolution to increase the size of the Post-Closing Board to nine members, (iii) the election of five members (the "Proxy Nominees") to the Post-Closing Board designated by the Proxy Representative in writing to the Company at least 10 Business Days prior to the date the Company has notified Buyer that it intends to file with the SEC the Company Proxy Statement in definitive form, (iv) the qualification of the remaining members of the Post-Closing Board and the composition of applicable committees thereof shall satisfy the requirements of Rule 10A-3 under the Exchange Act and the applicable rules of NYSE MKT for a "controlled company" as defined therein, (v) the appointment as chairman of the Post-Closing Board of the Proxy Nominee designated by Buyer in the same written designation supplied pursuant to clause (iii) above, and (vi) the chief executive officer of the Company is a member of the Post-Closing Board. The intent of the parties is that the Post-Closing Board shall be comprised of five members designated by the Buyer, three independent members in accordance with the NYSE MKT standards and one insider of the Company.