Common use of Standstill Period Clause in Contracts

Standstill Period. Each member of the Barington Group agrees that, from the date of this Agreement until the earlier of the date of the Company’s annual meeting of stockholders for its 2008 fiscal year (the “2008 Annual Meeting”) and December 15, 2008 (such period, the “Standstill Period”), without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of the entire Board, neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner: (i) engage in any solicitation of proxies or consents to vote any voting securities of the Company or become a participant in any election contest with respect to the Company, in each case, with respect to the Company’s 2007 Annual Meeting, and, in each case, except in accordance with Section 5(c) above; (ii) seek to influence any person with respect to the voting or disposition of any securities of the Company at the Company’s 2007 Annual Meeting of Stockholders, except in accordance with Section 5(c) above; provided, however, that any member of the Barington Group and any Affiliate or Associate of any such member may disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company (other than the election of directors) and the reasons therefor; (iii) otherwise act, alone or in concert with others, to seek to influence the management, the Board or policies of the Company or initiate or take any action to obtain representation on the Board, except as permitted expressly by this Agreement; or (iv) enter into any agreements with any third party with respect to any of the foregoing, except in each case, as contemplated by this Agreement, it being understood and agreed that nothing contained herein shall be construed to limit the ability of any member of the Barington Group and any Affiliate or Associate of any such member to form a “group” pursuant to Rule 13d-5 promulgated by the SEC under the Exchange Act with, or acquire additional shares of Common Stock from, any party.

Standstill Period. Each member of (a) During the Barington Group agrees thatStandstill Period and except as expressly provided otherwise in Section 3.01(a) regarding the 2013 Annual Meeting, from the date of this Agreement until the earlier of the date at each meeting of the Company’s shareholders (whether an annual meeting or a special meeting), or with respect to each action by written consent of stockholders for its 2008 fiscal year (the “2008 Annual Meeting”) and December 15, 2008 (such periodCompany’s shareholders, the “Clinton Group and its Affiliates will cause all of the voting securities of the Company of which the Clinton Group and its Affiliates are the Beneficial Owners to (i) be present for quorum purposes, (ii) be voted in favor of any and all directors nominated by the Board for election and (iii) be voted against (or abstain from voting on) any proposal made by any of the Company’s shareholders that is not recommended by the Board and (x) that would amend the Company’s Articles of Incorporation or Bylaws or (y) otherwise affects or influences the composition of or service on the Board or any of its committees or any of the Board’s or any of its committees’ processes or procedures. (b) At all times during the Standstill Period”), each Clinton Shareholder and its Affiliates shall not, directly or indirectly, alone or with others, without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of the entire Board, neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner: Company: (i) engage take any action that may require it to file a Schedule 13D with the SEC in respect of the Company’s securities or make any such filing voluntarily; (ii) solicit, or participate in or encourage any solicitation of of, proxies or consents (as such terms are defined in Rule 14a-1 promulgated under the Exchange Act) with respect to vote any voting securities of the Company or become a participant in any election contest with respect relating to the Companyelection of directors of the Company or other shareholder proposals (whether made pursuant to Rule 14a-8 under the Exchange Act or otherwise) not recommended for approval by the Board; (iii) vote in favor of the removal of any director serving on the Board who has previously been nominated by the Board; (iv) propose or attempt to call a special meeting of shareholders; (v) seek, solicit support for, encourage or participate in each case(whether publicly or privately), any shareholder action without a meeting of the shareholders of the Company that is not recommended for approval by the Board; (vi) deposit or maintain any voting securities of the Company in a voting trust or similar arrangement; (vii) take any action to form, join or in any way participate in any partnership, limited partnership, syndicate or other Group (other than solely among members of the Clinton Group) with respect to the Company’s 2007 Annual Meetingvoting securities or otherwise act in concert with any Person for the purpose of circumventing the provisions or purposes of this Agreement; (viii) otherwise act, andindividually or in concert with any Person, in each case, except in accordance with Section 5(c) above; (ii) to seek to control, direct or influence the management, Board (or any individual members thereof) or policies of the Company; provided that this Section 3.06(b)(viii) shall not prevent the Clinton Group from speaking privately with members of the Board or management for the purpose of offering their suggestions or other input regarding the Company; (ix) encourage, advise or influence any other person or assist any third party in so encouraging, assisting or influencing any Person with respect to the voting giving or disposition withholding of any securities proxy vote at any annual or special meeting of the Company at shareholders in opposition to any nominee on the Company’s 2007 Annual Meeting slate of Stockholders, except in accordance with Section 5(c) above; provided, however, that any member of the Barington Group and any Affiliate or Associate of any such member may disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company (other than the nominees for election of directors) and the reasons therefor; (iii) otherwise act, alone or in concert with others, to seek to influence the management, the Board or policies as directors of the Company or initiate or take any action in opposition to obtain representation on the Board, except as permitted expressly ’s recommendation for any other proposal brought before the meeting; (x) finance or offer to provide financing for an attempt by this Agreement; or (iv) enter into any agreements with any third party with respect Person to engage in any of the foregoingactivities or actions prohibited or restricted by the terms of this Agreement; (xi) make or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement except in each casea nonpublic and confidential manner which nonpublic and confidential request or proposal, if any, shall be accompanied by a written opinion of counsel, to the effect that such proposal or request and the subject matter thereof, as contemplated so presented, does not require disclosure by this Agreementany party hereto, it being understood and agreed that nothing contained herein shall be construed to limit the ability of any member of the Barington Group and any Affiliate or Associate of any such member to form a “group” pursuant to Rule 13d-5 promulgated by the SEC under Securities Act or the Exchange Act withor any rule or regulation promulgated thereunder; (xii) announce an intention to do, solicit, assist, prompt, induce or acquire additional shares of Common Stock fromattempt to induce others to do, any party.of the actions restricted or prohibited under subparagraphs (i) through (xi) above;

Standstill Period. (a) Each member of the Barington Group agrees that, from the date of this Agreement until the earlier of the date of December 15, 2007 and the Company’s 2007 annual meeting of stockholders for its 2008 fiscal year (the “2008 Annual Meeting”) and December 15, 2008 (such period, the “Standstill Period”), without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of the entire Board, neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner: (i) propose or publicly announce or otherwise disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (x) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries or (y) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries; (ii) acquire, offer or propose to acquire any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof) of the Company, (iii) effect any tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries; (iv) engage in any solicitation of proxies or consents to vote any voting securities of the Company or become a participant in any election contest with respect to the Company, in each case, with respect to the Company’s 2007 Annual Meeting, and, in each case, except in accordance with Section 5(c) above; (iiv) seek to influence any person with respect to the voting or disposition of any securities of the Company at the Company’s 2007 Annual Meeting of Stockholders, except in accordance with Section 5(c) above; provided, however, that any member of the Barington Group and any Affiliate or Associate of any such member may disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company (other than the election of directors) and the reasons therefor; (iiivi) demand a copy of the Company’s list of stockholders or its other books and records; (vii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company, except that nothing contained herein shall prohibit members of the Barington Group or their Affiliates and Associates from (x) participating in a group to the extent such group currently exists or (y) adding its Affiliates or Associates to such group; (viii) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of the Company or initiate or take any action to obtain representation on the Board, except as permitted expressly by this Agreement; (ix) take any action that is designed to require the Company to make a public announcement regarding its strategic alternatives; or (ivx) enter into any agreements with any third party with respect to any of the foregoing, except in each case, as contemplated by this Agreement, it being understood and agreed that nothing contained herein shall be construed to limit the ability of . The foregoing notwithstanding: (A) any member of the Barington Group and any Affiliate or Associate of any such member may (1) transfer Barington Group Shares to form or acquire Barington Group Shares from, any other member of the Barington Group or any other Affiliate or Associate of the foregoing, or (2) acquire additional shares of Common Stock from any party so long as after the acquisition of such additional shares the Barington Group and its Affiliates and Associates do not own in the aggregate at any time during the Standstill Period more than (x) prior to the consummation of the Self-Tender Offer, the number of shares of Common Stock in the aggregate owned by all the members of the Barington Group and their Affiliates and Associates as of the date of this Agreement and (y) following consummation of the Self-Tender Offer, the number of shares of Common Stock in the aggregate owned by all the members of the Barington Group and their Affiliates and Associates as of the date of this Agreement less (i) the number of shares of Common Stock purchased by the Company from all of the members of the Barington Group and their Affiliates and Associates in the Self-Tender Offer (the “Barington Group Purchased Shares”) plus (ii) so long as the Barington Group Purchased Shares equals at least 20% of the number of shares of Common Stock in the aggregate owned by all the members of the Barington Group and their Affiliates and Associates as of the date of this Agreement, 25% of the Barington Group Purchased Shares; (B) nothing contained in this Agreement shall limit any member of the Barington Group or the Associates or Affiliates of such member from taking any of the actions otherwise prohibited in this Agreement in connection with the 2007 annual meeting of stockholders of the Company, including without limitation, nominating directors or soliciting proxies for the election of directors or other purposes, requesting a shareholder list and related information, making public filings or announcements or taking any other action, in each case, related to the solicitation of proxies at the 2007 annual meeting of stockholders of the Company; and (C) the provisions of this Section 8 shall not limit in any respect the actions of any director of the Company in his or her capacity as such, recognizing that such actions are subject to such director’s fiduciary duties to the Company and its stockholders. (b) As used in this Agreement, the terms “groupAffiliate” pursuant to and “Associate” shall have the respective meanings set forth in Rule 13d-5 12b-2 promulgated by the SEC under the Exchange Act withAct; the terms “beneficial owner” and “beneficial ownership” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or acquire additional shares limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of Common Stock from, any partykind or nature.

Standstill Period. (a) Each member of the Barington Group agrees that, from the date of this Agreement until the earlier of the date of December 15, 2007 and the Company’s 's 2007 annual meeting of stockholders for its 2008 fiscal year (the “2008 Annual Meeting”) and December 15, 2008 (such period, the “"Standstill Period”"), without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of the entire Board, neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner: (i) propose or publicly announce or otherwise disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (x) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries or (y) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries; (ii) acquire, offer or propose to acquire any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof) of the Company, (iii) effect any tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries; (iv) engage in any solicitation of proxies or consents to vote any voting securities of the Company or become a participant in any election contest with respect to the Company, in each case, with respect to the Company’s 2007 Annual Meeting, and, in each case, except in accordance with Section 5(c) above; (iiv) seek to influence any person with respect to the voting or disposition of any securities of the Company at the Company’s 2007 Annual Meeting of Stockholders, except in accordance with Section 5(c) above; provided, however, that any member of the Barington Group and any Affiliate or Associate of any such member may disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company (other than the election of directors) and the reasons therefor; (iiivi) demand a copy of the Company's list of stockholders or its other books and records; (vii) form, join or in any way participate in a "group" (as defined under the Exchange Act) with respect to the Company, except that nothing contained herein shall prohibit members of the Barington Group or their Affiliates and Associates from (x) participating in a group to the extent such group currently exists or (y) adding its Affiliates or Associates to such group; (viii) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of the Company or initiate or take any action to obtain representation on the Board, except as permitted expressly by this Agreement; (ix) take any action that is designed to require the Company to make a public announcement regarding its strategic alternatives; or (ivx) enter into any agreements with any third party with respect to any of the foregoing, except in each case, as contemplated by this Agreement, it being understood and agreed that nothing contained herein shall be construed to limit the ability of . The foregoing notwithstanding: (A) any member of the Barington Group and any Affiliate or Associate of any such member may (1) transfer Barington Group Shares to form or acquire Barington Group Shares from, any other member of the Barington Group or any other Affiliate or Associate of the foregoing, or (2) acquire additional shares of Common Stock from any party so long as after the acquisition of such additional shares the Barington Group and its Affiliates and Associates do not own in the aggregate at any time during the Standstill Period more than (x) prior to the consummation of the Self-Tender Offer, the number of shares of Common Stock in the aggregate owned by all the members of the Barington Group and their Affiliates and Associates as of the date of this Agreement and (y) following consummation of the Self-Tender Offer, the number of shares of Common Stock in the aggregate owned by all the members of the Barington Group and their Affiliates and Associates as of the date of this Agreement less (i) the number of shares of Common Stock purchased by the Company from all of the members of the Barington Group and their Affiliates and Associates in the Self-Tender Offer (the "Barington Group Purchased Shares") plus (ii) so long as the Barington Group Purchased Shares equals at least 20% of the number of shares of Common Stock in the aggregate owned by all the members of the Barington Group and their Affiliates and Associates as of the date of this Agreement, 25% of the Barington Group Purchased Shares; (B) nothing contained in this Agreement shall limit any member of the Barington Group or the Associates or Affiliates of such member from taking any of the actions otherwise prohibited in this Agreement in connection with the 2007 annual meeting of stockholders of the Company, including without limitation, nominating directors or soliciting proxies for the election of directors or other purposes, requesting a “group” pursuant shareholder list and related information, making public filings or announcements or taking any other action, in each case, related to the solicitation of proxies at the 2007 annual meeting of stockholders of the Company; and (C) the provisions of this Section 8 shall not limit in any respect the actions of any director of the Company in his or her capacity as such, recognizing that such actions are subject to such director's fiduciary duties to the Company and its stockholders. (b) As used in this Agreement, the terms "Affiliate" and "Associate" shall have the respective meanings set forth in Rule 13d-5 12b-2 promulgated by the SEC under the Exchange Act withAct; the terms "beneficial owner" and "beneficial ownership" shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and the terms "person" or "persons" shall mean any individual, corporation (including not-for-profit), general or acquire additional shares limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of Common Stock from, any partykind or nature.

Standstill Period. Each member of the Barington RCM Group agrees that, from the date of this Agreement until the earlier of the date of the Company’s 2005 annual meeting of stockholders for its 2008 fiscal year (the “2008 Annual Meeting”) and December 15, 2008 (such period, the “Standstill Period”), without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of the entire Board, neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not toin any manner, directly or indirectly: (a) effect or seek (including, without limitation, entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any manner: way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) engage in any acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any assets or businesses, of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or (iv) any solicitation of proxies or consents to vote any voting securities of the Company Company; (b) form, join or become a participant in any election contest way participate in a “group” (as defined under the Exchange Act) with respect to the Company, in each case, with respect to the Company’s 2007 Annual Meeting, and, in each case, except in accordance with Section 5(c) above; (ii) seek to influence any person with respect to the voting or disposition of any securities of the Company at the Company’s 2007 Annual Meeting of Stockholders, except in accordance with Section 5(c) above; provided, however, that any member of the Barington Group and any Affiliate or Associate of any such member may disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company (other than the election of directors) and the reasons therefor; (iiic) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board board of directors or policies of the Company or initiate or take any action to obtain representation on the Boardboard of directors of the Company; (d) take any action which would, except as permitted expressly by this Agreementor would reasonably be expected to, force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; or (ive) enter into any agreements discussions or arrangements with any third party with respect to any of the foregoing, except in each case, as contemplated by this Agreement, it being understood and agreed that nothing contained herein shall be construed to limit the ability of any . Each member of the Barington RCM Group and also agrees during the Standstill Period not to request, directly or indirectly, any Affiliate amendment or Associate waiver of any such member to form a “group” pursuant to Rule 13d-5 promulgated provision of this paragraph 6 (including this sentence) by the SEC Company or any of its Associates, Affiliates, agents or representatives. The foregoing notwithstanding, the RCM Group may, in its discretion, and subject to compliance with its other obligations under this Agreement (W) nominate directors for the Company’s 2005 annual meeting of stockholders and solicit proxies in support of such nominees a reasonable time in advance of such 2005 annual meeting, (X) make and consummate a proposal or a tender offer or exchange offer to acquire all of the Company’s Shares, (Y) acquire additional Shares; provided that none of the RCM Group, its members or their Affiliates or Associates shall acquire beneficial ownership of any Shares if upon such acquisition they would collectively beneficially own in excess of 8% of the Company’s Shares which are then outstanding or (Z) provide notice during the period prescribed under the Exchange Act withCompany’s bylaws to nominate any person for election as director at the Company’s 2004 annual meeting of stockholders and in the event that such notice is duly given during the prescribed period (i) ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ (or, if applicable, the Successor Director) shall thereupon resign his position as a member of the Company’s board of directors (if he has not done so previously) and (ii) if such notice shall be duly given during the prescribed period and such resignation shall occur, then thereafter (A) the RCM Group shall be entitled to solicit proxies and vote its Shares in its sole discretion at such meeting and (B) subject to compliance with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and other policies applicable to directors, the RCM Group shall not be subject to the restrictions set forth in this paragraph 6. If the RCM Group shall continue to be subject to and shall be in compliance with the restrictions set forth in this paragraph 6 through the time of the Company’s 2004 annual meeting of stockholders, the Company agrees to include ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ (or acquire additional shares the Successor Director, if he shall be in office instead of Common Stock from▇▇. ▇▇▇▇▇▇▇▇▇▇▇) in its board of directors’ slate of nominees for election as a director of the Company and use its reasonable best efforts to cause the election of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ (or the Successor Director) at its 2004 annual meeting of stockholders, any partyincluding without limitation recommending that the Company’s stockholders vote in favor of the election of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ (or the Successor Director).

Standstill Period. (a) Each member of the Barington Group agrees that, from the date of this Agreement until the earlier of the date of the Company’s annual meeting of stockholders for its 2008 fiscal year (the “2008 Annual Meeting”) and December 15, 2008 (such period, the “Standstill Period”), without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of the entire Board, neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner: (i) engage in any solicitation of proxies or consents to vote any voting securities of the Company or become a participant in any election contest with respect to the Company, in each case, with respect to the Company’s 2007 Annual Meeting, and, in each case, except in accordance with Section 5(c) above; (ii) seek to influence any person with respect to the voting or disposition of any securities of the Company at the Company’s 2007 Annual Meeting of Stockholders, except in accordance with Section 5(c) above; provided, however, that any member of the Barington Group and any Affiliate or Associate of any such member may disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company (other than the election of directors) and the reasons therefor; (iii) otherwise act, alone or in concert with others, to seek to influence the management, the Board or policies of the Company or initiate or take any action to obtain representation on the Board, except as permitted expressly by this Agreement; or (iv) enter into any agreements with any third party with respect to any of the foregoing, except in each case, as contemplated by this Agreement, it being understood and agreed that nothing contained herein shall be construed to limit the ability of any member of the Barington Group and any Affiliate or Associate of any such member to form a “group” pursuant to Rule 13d-5 promulgated by the SEC under the Exchange Act with, or acquire additional shares of Common Stock from, any party. (b) Nothing contained in this Agreement shall limit any member of the Barington Group or the Associates or Affiliates of such member from taking any of the actions otherwise prohibited in this Agreement in connection with the 2008 Annual Meeting, including without limitation, nominating directors or soliciting proxies for the election of directors or other purposes, requesting a stockholder list, related information and other books and records, making public filings or announcements or taking any other action, in each case, related to the solicitation of proxies at the 2008 Annual Meeting. (c) The provisions of this Section 8 shall not limit in any respect the actions of any director of the Company in his or her capacity as such, recognizing that such actions are subject to such director’s fiduciary duties to the Company and its stockholders. (d) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms “beneficial owner” and “beneficial ownership” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

Standstill Period. (a) Each member of the Barington Group agrees that, from the date of this Agreement until the earlier of the date of December 15, 2007 and the Company’s 2007 annual meeting of stockholders for its 2008 fiscal year (the “2008 Annual Meeting”) and December 15, 2008 (such period, the “Standstill Period”), without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of the entire Board, neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner: (ii)acquire additional shares of Common Stock from any party to the extent that after the acquisition of such additional shares the members of the Barington Group, together with any other parties who, together with the Barington Group, may then constitute a “group” (for purposes of Rule 13D-5 promulgated by the SEC) (all such parties, the “Standstill Group”) beneficially own in the aggregate at any time during the Standstill Period a number of shares of Common Stock equal to more than 20% of the shares of Common Stock outstanding (the “Standstill Amount”), (ii) engage in any solicitation of proxies or consents to vote any voting securities of the Company or become a participant in any election contest with respect to the Company, in each case, with respect to the Company’s 2007 Annual Meeting, and, in each case, except in accordance with Section 5(c) above; (iiiii) seek to influence any person with respect to the voting or disposition of any securities of the Company at the Company’s 2007 Annual Meeting of Stockholders, except in accordance with Section 5(c) above; provided, however, that any member of the Barington Group and any Affiliate or Associate of any such member may disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company (other than the election of directors) and the reasons therefortherefore; (iiiiv) demand a copy of the Company’s list of stockholders or its other books and records; (v) otherwise act, alone or in concert with others, to seek to influence the management, the Board or policies of the Company or initiate or take any action to obtain representation on the Board, except as permitted expressly by this Agreement; or (ivvi) enter into any agreements with any third party with respect to any of the foregoing, except in each case, as contemplated by this Agreement, it being understood and agreed that nothing contained herein shall be construed to limit the ability of any member of the Barington Group and any Affiliate or Associate of any such member to form a “group” pursuant to Rule 13d-5 promulgated by the SEC under the Exchange Act with, or acquire additional shares of Common Stock from, any party, subject to the limitations set forth in Section 8(a)(i) above. The foregoing notwithstanding: (A) The Barington Group shall not be in breach of this Section 8(a) if, upon learning of the inadvertent acquisition of beneficial ownership of Common Stock increasing the aggregate beneficial ownership of the Standstill Group above the Standstill Amount, one or more members of the Standstill Group promptly divest themselves of a sufficient number of shares of Common Stock to decrease the aggregate beneficial ownership of the Standstill Group to be equal to, or less than, the Standstill Amount. Furthermore, the Barington Group shall not be in breach of this Agreement to the extent that the Standstill Group exceeds the Standstill Amount by reason of the repurchase, redemption or retirement of Common Stock or other similar action by the Company, provided, however, that no member of the Standstill Group may acquire additional shares of Common Stock at any time while the Standstill Group beneficially owns in the aggregate more than the Standstill Amount. (B) nothing contained in this Agreement shall limit any member of the Barington Group or the Associates or Affiliates of such member from taking any of the actions otherwise prohibited in this Agreement in connection with the 2007 annual meeting of stockholders of the Company, including without limitation, nominating directors or soliciting proxies for the election of directors or other purposes, requesting a stockholder list, related information and other books and records, making public filings or announcements or taking any other action, in each case, related to the solicitation of proxies at the 2007 annual meeting of stockholders of the Company; and (C) the provisions of this Section 8 shall not limit in any respect the actions of any director of the Company in his or her capacity as such, recognizing that such actions are subject to such director’s fiduciary duties to the Company and its stockholders. (b) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms “beneficial owner” and “beneficial ownership” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.