Common use of Standstill Period Clause in Contracts

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.

Standstill Period. (a) Each member of the Barington Group agrees that, from the date of this Agreement until the earlier of the date of June 30, 2008 and the Company’s 2008 annual meeting of stockholders for its 2008 fiscal year (the “2008 Annual Meeting”) and December 15, 2008 shareholders (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: (i) propose or publicly announce or otherwise disclose an intent to propose or enter into or agree to enter into, and it will cause each of its Affiliates and Associates under its control not tosingly or with any other person, directly or indirectly, in (x) any manner: 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 (iy) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries; (ii)(x) acquire, offer or propose to acquire any voting securities (or beneficial ownership thereof), or rights or options to acquire any voting securities (or beneficial ownership thereof) of the Company, (y) effect any tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries, or (z) engage in any solicitation of proxies or consents to vote any voting securities of the Company or become a participant in any election contest opposition to the recommendation of the Board 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) aboveany matter; (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 Board-approved shareholder proposal or other matter to be voted on by the stockholders shareholders of the Company (other than the election of directors) and the reasons therefor; (iiiiv) 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; or (ivv) enter into any agreements with any third party with respect to any of the foregoing, except 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.. The foregoing notwithstanding:

Standstill Period. (a) Each Except as provided in Section 4(b), each member of the Barington Group agrees that, from the date of this Agreement until the earlier of the date of November 17, 2008 and the Company’s 2008 annual meeting of stockholders for its 2008 fiscal year (the “2008 Annual Meeting”) and December 15, 2008 shareholders (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) demand a copy of the Company’s list of shareholders or its other books and records; (iv) otherwise publicly 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; (v) 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, (y) adding its Affiliates or Associates to such group, or (ivz) participating in a group to the extent that such group does not take any actions that any member of the Barington Group would be prohibited from doing individually pursuant to this Section 4(a); or (vi) 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. (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 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.. The foregoing notwithstanding:

Standstill Period. (a) Each member of the Barington Ramius Group agrees that, from the date of this Agreement until the earlier of after the date of the Company’s annual meeting of stockholders for its 2008 fiscal year (the “2008 Annual Meeting”) and December 15, 2008 Meeting (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 2008 Annual Meeting, and, in each case, except in accordance with Section 5(c4(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 2008 Annual Meeting of Stockholders, except in accordance with Section 5(c4(c) above; provided, however, that any member of the Barington Ramius 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 Ramius 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. (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:

Standstill Period. (a) Each member H.I.G. acknowledges that, in its examination of the Barington Group agrees Confidential Information, you may have access to material non-public information concerning COMVERGE. You agree that, from for a period of one year following the date of this Agreement until the earlier of the date of the Company’s annual meeting of stockholders for its 2008 fiscal year agreement (the “2008 Annual Meeting”) and December 15, 2008 (such period, the “Standstill Period”), you will not, directly or indirectly, without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of the entire BoardBoard of Directors of COMVERGE, 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) acquire, agree to acquire, propose, seek or offer to acquire, or facilitate the acquisition or ownership of, any securities or assets of COMVERGE , any warrant or option to purchase such securities or assets, any security convertible into any such securities, or any other right to acquire such securities, (ii) other than with respect to the Transaction, enter, agree to enter, propose, seek or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving COMVERGE, (iii) make, or in any way participate or engage in in, any solicitation of proxies to vote, 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 advise or influence any person with respect to the voting or disposition of of, any voting securities of COMVERGE; (iv) form, join or in any way participate in a “group” (within the Company at the Company’s 2007 Annual Meeting meaning of Stockholders, except in accordance with Section 5(c13(d)(3) above; provided, however, that any member of the Barington Group and any Affiliate or Associate Securities Exchange Act of any such member may disclose1934, publicly or otherwise, how it intends to vote or act as amended (the “Exchange Act”)) with respect to any voting securities of COMVERGE, (v) call, request the Companycalling of, 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 control or influence the managementmanagement or the policies of COMVERGE, (vi) other than with respect to the Transaction, disclose any intention, plan or arrangement prohibited by, or inconsistent with, the Board foregoing or policies (vii) except as permitted in the Agreement, advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons in connection with the foregoing. You further agree that during the Standstill Period you will not directly or indirectly, without the prior written consent of the Company or initiate or Board of Directors of COMVERGE, take any action that to obtain representation on your knowledge might require COMVERGE to make a public announcement regarding the Boardpossibility of a business combination, except merger or other type of transaction described in this paragraph. The provisions of this paragraph shall be inoperative and of no force or effect if any other person or group (as permitted expressly defined in Section 13(d)(3) of the Exchange Act) shall have acquired or entered into a definitive agreement (approved by the Board of Directors of COMVERGE) to acquire more than 50% of the outstanding voting securities of COMVERGE or assets of COMVERGE or its subsidiaries representing more than 50% of the consolidated earning power of COMVERGE and its subsidiaries. Notwithstanding the foregoing, and as described in Section 14, nothing in this Agreement; or (iv) enter into any agreements with any third party with respect section shall preclude H.I.G. from acquiring securities of COMVERGE in the public markets as a public investor in COMVERGE, so long as such transactions do not violate the applicable United States securities laws. Furthermore, for avoidance of doubt, both Parties agree that the purpose of the Transaction is for H.I.G. to submit a proposal to COMVERGE regarding a possible transaction. Accordingly, until informed in writing by COMVERGE otherwise, H.I.G. may propose potential transactions to COMVERGE without violating any of the foregoing, except restrictions set forth above 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 partysection.

Standstill Period. (a) Each member of the Barington Group Company agrees that, for a period of one (1) year 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 Effective Date (the “2008 Annual Meeting”) and December 15, 2008 (such period, the “Standstill Period”), without the prior written it and/or its controlled Affiliates will not, and it and/or its controlled Affiliates will not direct any other person to, or consent of to any other person doing on its behalf, unless requested or consented to by TherapeuticsMD or the Board specifically expressed in a written resolution adopted by a majority vote of the entire BoardDirectors of TherapeuticsMD, neither it nor directly or indirectly (i) purchase or otherwise acquire or attempt to purchase or otherwise acquire (or enter into any agreement or make any proposal to purchase or otherwise acquire) all or substantially all assets of TherapeuticsMD or any of its Affiliates or Associates under its control any equity or direction will, and it will cause each debt securities of TherapeuticsMD or any of its Affiliates and Associates (including, without limitation, pursuant to any tender or exchange offer), any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, or form, join, or in any way participate in a “group” (as such term is used under its control not tothe Act) with respect thereto (it being understood that the acquisition of any securities includes the acquisition of beneficial ownership (as such term is defined under the Act) thereof), (ii) propose or seek, or assist, advise, or encourage any other person or persons to propose or seek, directly or indirectly, in (A) any manner: merger, consolidation, recapitalization, restructuring, liquidation, or other extraordinary transaction with respect to TherapeuticsMD, or any of its Affiliates, or any of its or their respective assets or securities, or (iB) 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 CompanyTherapeuticsMD, 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 publicly propose or in concert with others, to seek to influence or control the Board of Directors, management, the Board or policies of the Company TherapeuticsMD or initiate any of its successors; (iv) make any public disclosure, or take any action that would require TherapeuticsMD or any of its successors to obtain representation on make any public disclosure, with regard to any of the Board, except as permitted expressly by this Agreementforegoing actions; or (ivv) knowingly enter into any agreements discussions or arrangements with any third party with respect to any of the foregoingforegoing actions. Company also agrees during such period not to take any action that it reasonably believes might require TherapeuticsMD to make a public announcement regarding the possibility of any of the matters set forth in clauses (i) through (iv) of the preceding sentence. For the avoidance of doubt, except in each case, as contemplated by this Agreement, it being understood and agreed that nothing contained herein in this Section 12(a) shall be construed to limit the ability of any member of the Barington Group and any Affiliate prohibit Company or Associate of any such member to form a “group” pursuant to Rule 13d-5 promulgated by the SEC under the Exchange Act its Affiliates from initiating private discussion with, and submitting confidential private proposals to, TherapeuticsMD or acquire additional shares its Authorized Third Parties (including the Board of Common Stock from, any partyDirectors and management of TherapeuticsMD) so long as such discussions or proposals would not reasonably be expected to require public disclosure.

Standstill Period. (a) 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) Xx. Xxxxxxxxxxx (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 xxxxxxx xxxxxxx 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 Xx. Xxxxxxxxxxx (or acquire additional shares the Successor Director, if he shall be in office instead of Common Stock fromXx. Xxxxxxxxxxx) 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 Xx. Xxxxxxxxxxx (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 Xx. Xxxxxxxxxxx (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 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) 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 of 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:

Standstill Period. (a) Each member of the Barington Group Buyer hereby agrees that, from for a period of three (3) years following the date of this Agreement until the earlier of the date of the Company’s annual meeting of stockholders for its 2008 fiscal year hereof (the “2008 Annual Meeting”) and December 15, 2008 (such period, the “Standstill Period”), Buyer will not (and will ensure that Buyer’s Affiliates (and any person acting on behalf of or in concert with Buyer or any of its Affiliates) will not), directly or indirectly, without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of Directors of Seller, (i) acquire, agree to acquire, propose, seek or offer to acquire, or facilitate the entire Boardacquisition or ownership of, neither it nor any securities or assets of Seller or any of its Affiliates subsidiaries, any warrant or Associates under its control option to purchase such securities or direction willassets, and it will cause each any security convertible into any such securities, or any other right to acquire such securities, (ii) enter, agree to enter, propose, seek or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving Seller or any of its Affiliates and Associates under its control not tosubsidiaries, directly (iii) make, or indirectly, in any manner: (i) way participate or engage in in, any solicitation of proxies to vote, 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 advise or influence any person with respect to the voting or disposition of of, any voting securities of Seller, (iv) form, join or in any way participate in a “group” (within the Company at the Company’s 2007 Annual Meeting meaning of Stockholders, except in accordance with Section 5(c13(d)(3) 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 Exchange Act) with respect to any voting securities of Seller, (v) call, request the Companycalling of, any stockholder proposal or other matter to be voted on by otherwise seek or assist in the stockholders calling of a special meeting of the Company shareholders of Seller, (other than the election of directors) and the reasons therefor; (iiivi) otherwise act, alone or in concert with others, to seek to control or influence the managementmanagement or the policies of Seller, (vii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the Board foregoing or policies (viii) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons in connection with the foregoing. Buyer further agrees that during the Standstill Period Buyer will not (and Buyer will ensure that Buyer’s Affiliates (and any person acting on behalf of or in concert with Buyer or any of its Affiliates) will not), directly or indirectly, without the prior written consent of the Company Board of Directors of Seller, (x) make any request directly or initiate indirectly, to amend or waive any provision of this paragraph (including this sentence) in a manner that would require public disclosure, or (y) take any action that might require Seller to obtain representation on make a public announcement regarding the Boardpossibility of a business combination, except merger or other type of transaction described in this paragraph. The provisions of this paragraph shall be inoperative and of no force or effect if any other person or group (as permitted expressly by this Agreement; or (ivdefined in Section 13(d)(3) enter into any agreements with any third party with respect to any of the foregoing, except in each case, as contemplated Exchange Act) shall have acquired or entered into a definitive agreement (approved by this Agreement, it being understood and agreed that nothing contained herein shall be construed the Board of Directors of Seller) to limit the ability of any member acquire more than 50% of the Barington Group outstanding voting securities of Seller or assets of Seller or its subsidiaries representing more than 50% of the consolidated earning power of Seller 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 partyits subsidiaries.

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 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.. The foregoing notwithstanding: