Common use of Board Expansion Clause in Contracts

Board Expansion. The Company hereby agrees that, no later than 10 business days from the date hereof, the size of the Board will be expanded from 11 to 12 directors. Promptly following the execution of this Agreement, Crescendo shall recommend to the Board an individual with relevant restaurant, hospitality or retail industry experience who qualifies as “independent” under NASDAQ listing standards to fill the newly-created directorship resulting from the increase in the size of the Board; provided, that the Board, upon the recommendation of its Nominating and Corporate Governance Committee (the “Nominating Committee”), will have determined, after a prompt, good faith, reasonable and customary review that such individual qualifies to serve on the Board and is “independent” pursuant to the listing standards of the NASDAQ Stock Market (the “NASDAQ”). If the Nominating Committee determines that such person does not meet the qualifications of the Board or is not “independent” pursuant to the listing standards of the NASDAQ Stock Market, Crescendo shall have the right to propose additional individuals so qualified to be considered and appointed in accordance with the provisions of this Section 1(a). The Board shall immediately appoint any such qualified candidate proposed by Crescendo to fill the newly created directorship as soon as such candidate’s qualifications have been reviewed and approved by the Nominating Committee. The Company will promptly thereafter expand the size of the Board and appoint such individual to the Board, subject only to the Nominating Committee’s and the Board’s prompt, good faith, reasonable and customary review of such individual’s qualifications.