Additional Director. (a) The Nominating and Governance Committee and the Barington Group shall work in good faith to identify a mutually acceptable candidate to serve as a director on the Board (the “New Director”) within ninety (90) days of the date hereof. The New Director shall qualify as an Independent Director. For purposes of this Agreement, an “Independent Director” is a director that qualifies as “independent” under the listing standards of The Nasdaq Stock Market, Inc (Marketplace Rule 4200 and any successor thereto) and Item 407(a) of Regulation S-K promulgated by the SEC. In addition, the New Director shall be an individual that the Company and the Barington Group reasonably believe does not have a relationship with the Barington Group, the Company or any of the Company’s executive officers that would impair the independence of such director in carrying out the responsibilities of a director of the Company.
Appears in 2 contracts
Sources: Proxy Solicitation Agreement (Barington Companies Equity Partners L P), Proxy Solicitation Agreement (Lancaster Colony Corp)