Common use of Board Matters Clause in Contracts

Board Matters. (a) Effective as of January 1, 2013, pursuant to the powers granted to it under the Bylaws, the Board shall create two additional directorships, thereby temporarily increasing the size of the Board from six to eight directorships, and appoint the ▇▇▇▇▇▇▇ Designees to fill such new directorships, with initial terms expiring at the Company’s 2013 annual meeting of shareholders (the “2013 Annual Meeting”). (b) The Board shall (i) use reasonable, good faith efforts to encourage the voluntary resignation or retirement of one director of the Company effective no later than March 1, 2013, and (ii) adopt a resolution, effective upon that resignation or retirement, reducing the number of directorships from eight to seven. (c) The Board shall (i) nominate the ▇▇▇▇▇▇▇ Designees, including any ▇▇▇▇▇▇▇ Designee replacement, as applicable, and no more than five additional nominees (together with the ▇▇▇▇▇▇▇ Designees, the “Company Nominees”), to stand for election as directors of the Company at the 2013 Annual Meeting, (ii) recommend the election of all such nominees and solicit proxies in respect thereof substantially in accordance with its past practice, (iii) in connection with such nomination, adopt a resolution setting the size of the Board at seven directorships, effective no later than immediately following the final adjournment of the 2013 Annual Meeting, and (iv) vote the Voting Securities represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board for such meeting in favor of the Company Nominees, except to the extent that the Board or its proxy holder(s) determine such proxies indicate a vote to withhold authority or abstain with respect to any Company Nominee. (d) The Board agrees that if any meeting of shareholders, other than the 2013 Annual Meeting, is to be held at any time from the date hereof through earlier of the Standstill Termination Date and any violation of Section 3.02, to the extent directors are to be elected or nominated for election at such meeting of shareholders, the Company will nominate the ▇▇▇▇▇▇▇ Designees, or any ▇▇▇▇▇▇▇ Designee replacement(s), as applicable, and recommend the election of the ▇▇▇▇▇▇▇ Designees or any ▇▇▇▇▇▇▇ Designee replacement(s) and solicit proxies in respect thereof substantially in accordance with its past practice. (e) At the Board meeting at which the ▇▇▇▇▇▇▇ Designees are first elected as members of the Board, the Board shall appoint ▇▇. ▇▇▇▇▇▇ to the Audit Committee of the Board and ▇▇. ▇▇▇▇▇▇ to the Compensation Committee of the Board. (f) Effective as of January 1, 2013, the Board shall amend Section 1.03 of the Bylaws to eliminate the final sentence thereof. (g) From the date hereof through the appointment of the ▇▇▇▇▇▇▇ Designees to the Board, the Company shall not enter into any new, or modify any existing, employment or severance agreements or arrangements with any of the Company’s officers or directors.

Board Matters. (a) Effective as The Company hereby agrees to cause the Company’s Board of January 1, 2013, pursuant Directors (the “Board”) (i) to increase the powers granted to it under the Bylaws, the Board shall create two additional directorships, thereby temporarily increasing the size number of members of the Board by one (1) Class III Director, (ii) to fill the vacancy on the Board resulting from six to eight directorships, and appoint the ▇such increase by appointing ▇▇▇▇▇▇ Designees to fill ▇▇▇▇▇▇ (such new directorshipsindividual, and any Replacement Director (as defined in Section 1.1(b)), the “Nominee”), effective immediately following the filing by the Company of its Annual Report on Form 10-K for the year ended December 31, 2015, as a Class III director with initial terms a term expiring at the Company’s 2013 annual meeting 2017 Annual Meeting (as defined below) of shareholders stockholders of the Company and (iii) to appoint the “2013 Annual Meeting”Nominee to the Nominating and Corporate Governance Committee and Compensation Committee of the Board. Through the Standstill Period (as defined below) the Company agrees to fix the size of the Board to seven; provided that the Company shall be permitted to increase the size of the Board with the consent of the Nominee (or the Replacement Director, if applicable). (b) The Board shall (i) use reasonableIf the Nominee is unable or unwilling to serve as a director, good faith efforts resigns as a director or is removed as a director prior to encourage the voluntary resignation or retirement 2017 annual meeting of one director stockholders of the Company effective no later than March 1, 2013(the “2017 Annual Meeting”), and at such time the ▇▇▇▇▇ Group beneficially owns in the aggregate at least 3.0% of the Company’s then outstanding common stock, par value $0.01 per share (ii“Common Stock”, and such 3.0% ownership threshold, the “Minimum Ownership Threshold”), ▇▇▇▇▇ (on behalf of the ▇▇▇▇▇ Group) adopt shall have the right to recommend a resolutionsubstitute person in accordance with this Section 1.1(b) (any such substitute person, effective upon a “Replacement Director”) who qualifies as “independent” pursuant to the Securities and Exchange Commission and New York Stock Exchange listing standards for approval by the Nominating and Corporate Governance Committee and the Board, which approval shall not be unreasonably withheld. The Nominating and Corporate Governance Committee shall, in good faith, make its determination and recommendation regarding whether such person so qualifies as “independent” and is reasonably acceptable to the Nominating and Corporate Governance Committee as soon as reasonably practicable after representatives of the Board have conducted customary interview(s) of such nominee. The Company shall use commercially reasonable efforts to conduct any such interview(s) as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within ten (10) business days after ▇▇▇▇▇’▇ submission of such nominee. In the event the Nominating and Corporate Governance Committee does not accept a substitute person recommended by ▇▇▇▇▇ as the Replacement Director, ▇▇▇▇▇ (on behalf of the ▇▇▇▇▇ Group) shall have the right to recommend alternative substitute person(s) whose appointment shall be subject to the Nominating and Corporate Governance Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating and Corporate Governance Committee, the Board shall vote on the appointment of such Replacement Director to the Board within five (5) business days after the Nominating and Corporate Governance Committee recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board, the Parties shall continue to follow the procedures of this Section 1.1(b) until a Replacement Director is appointed to the Board. Any Replacement Director thus appointed shall be appointed to such committee (if any) of the Board as the Nominating and Corporate Governance Committee shall recommend to the Board. If at any time the ▇▇▇▇▇ Group’s aggregate beneficial ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of the ▇▇▇▇▇ Group pursuant to this Section 1.1(b) to participate in the recommendation of a Replacement Director to fill the vacancy caused by any inability or unwillingness to serve, resignation or retirementremoval of the Nominee or any Replacement Director shall automatically terminate. Notwithstanding the foregoing, reducing in the number event the ▇▇▇▇▇ Group is found to have breached any of directorships from eight its obligations under this Agreement by a court of competent jurisdiction during the Standstill Period (or the Company has in good faith commenced proceedings relating to seventhe foregoing, in which case, pending a finding by the court with respect thereto), the Company (including the Nominating and Corporate Governance Committee and the Board) shall not be required to appoint any Replacement Director to the Board. (c) The Board shall (i) nominate Prior to the ▇▇date hereof, the Nominee has delivered, and ▇▇▇▇▇ Designees, including any ▇▇shall cause each Replacement Director recommended by ▇▇▇▇▇ Designee replacementpursuant to Section 1.1(b) to deliver promptly following such recommendation, as applicableto the Company (x) a fully completed copy of the Company’s standard director & officer questionnaire and other customary director onboarding documentation, (y) the information required pursuant to Section 2.20 of the Company’s Amended and no more than five additional nominees Restated Bylaws (together with the ▇▇▇▇▇▇▇ Designees, the “Company NomineesBylaws”)) and (z) a written acknowledgment that the Nominee agrees to be bound by all current policies, codes and guidelines applicable to stand for election as directors of the Company at the 2013 Annual MeetingCompany, (ii) recommend the election copies of all such nominees and solicit proxies in respect thereof substantially in accordance with its past practice, (iii) in connection with such nomination, adopt a resolution setting the size of the Board at seven directorships, effective no later than immediately following the final adjournment of the 2013 Annual Meeting, and (iv) vote the Voting Securities represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board for such meeting in favor of the Company Nominees, except which have been provided to the extent that Nominee prior to the Board date hereof (or its proxy holder(s) determine such proxies indicate a vote to withhold authority or abstain with respect will be provided to any Company NomineeReplacement Director prior to such recommendation). (d) The Board ▇▇▇▇▇ Group agrees that the Board or any committee or subcommittee thereof, in the exercise of its fiduciary duties, may recuse the Nominee (or the Replacement Director, if any meeting of shareholders, other than the 2013 Annual Meeting, is to be held at any time applicable) from the date hereof through earlier portion of any Board or committee or subcommittee meeting at which the Board or any such committee or subcommittee is evaluating and/or taking action with respect to (i) the exercise of any of the Standstill Termination Date and Company’s rights or enforcement of any violation of the obligations under this Agreement, (ii) any action taken in response to actions taken or proposed by ▇▇▇▇▇ Group Members or their Affiliates (as defined in Section 3.02, 2.3) with respect to the extent directors are to be elected or nominated for election at such meeting of shareholdersCompany, (iii) any transaction proposed between the Company will nominate and the ▇▇▇▇▇▇▇ DesigneesGroup Members or their Affiliates or (iv) such other matters as reasonably determined by the Board or such committee or subcommittee, acting in good faith (based upon the advice from outside legal counsel), to present an actual conflict of interest with respect to the Nominee (or the Replacement Director, if applicable) or any ▇▇▇▇▇▇▇ Designee replacement(s)Group Member or affiliate, as or could reasonably be expected, based on the advice of outside legal counsel, to result in a conflict of interest with respect to the Nominee (or the Replacement Director, if applicable, and recommend the election of the ▇▇▇▇▇▇▇ Designees ) or any ▇▇▇▇▇▇▇ Designee replacement(s) and solicit proxies in respect thereof substantially in accordance with its past practiceGroup Member or affiliate. (e) At the Board meeting at which the ▇▇The ▇▇▇▇▇ Designees are first elected Group agrees that the Nominee’s compensation as members a non-employee director for 2016 will be pro-rated based on the date of the Board, the Board shall appoint ▇▇. ▇▇▇▇▇▇ to the Audit Committee Nominee’s commencement of the Board and ▇▇. ▇▇▇▇▇▇ to the Compensation Committee of the Boardservice as a director. (f) Effective as of January 1, 2013, the Board shall amend Section 1.03 of the Bylaws to eliminate the final sentence thereof. (g) From the date hereof through the appointment of the ▇▇▇▇▇▇▇ Designees to the Board, the Company shall not enter into any new, or modify any existing, employment or severance agreements or arrangements with any of the Company’s officers or directors.

Board Matters. (ai) Effective as The Company agrees that immediately following execution of January 1, 2013, pursuant to the powers granted to it under the Bylawsthis Agreement, the Board and all applicable committees of the Board shall create two additional directorshipstake all necessary actions (A) to cause the Board to increase the size of its membership by two; (B) to appoint ▇▇▇▇▇ ▇▇▇▇▇▇ as a Class III director with a term expiring at the Company’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) and ▇▇▇▇▇ ▇▇▇▇▇▇ as a Class I Director with a term expiring at the Company’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”); and (C) (x) to cause the Board, thereby temporarily after giving effect to increasing the size of its membership by two as set forth above, to increase the Board from six to eight directorshipssize of its membership by one additional seat (for a total of nine seats) effective immediately following the adjournment of the Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”); and (y) appoint, and appoint with such appointment effective immediately following the adjournment of the 2016 Annual Meeting, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Designees to fill such new directorships, as a Class II Director with initial terms a term expiring at the Company’s 2013 annual meeting 2019 Annual Meeting of shareholders Stockholders (the “2013 2019 Annual Meeting”). (bii) The Board shall (i) use reasonableAt the 2017 Annual Meeting, good faith efforts to encourage the voluntary resignation or retirement of one director of the Company effective no later than March 1agrees to nominate, 2013recommend, support and (ii) adopt a resolution, effective upon that resignation or retirement, reducing solicit proxies for the number election of directorships from eight to seven. (c) The Board shall (i) nominate the ▇▇▇▇▇ ▇▇▇▇▇▇ Designees, including any ▇▇▇▇▇▇▇ Designee replacementor a Replacement Director, as applicablethe case may be, in the same manner as the Company has supported its nominees up for election at prior annual meetings of stockholders at which the election of directors was uncontested. (iii) The Company agrees that the New Independent Directors shall receive during their service (A) the same benefits of director and officer insurance, and no more than five additional nominees any indemnity and exculpation arrangements available generally to the non-employee directors on the Board, (together B) the same compensation for service as directors as the compensation received by other non-employee directors on the Board for such service, and (C) such other benefits on the same basis as all other non-employee directors on the Board, including, without limitation, having the Company (or legal counsel) prepare and file with the ▇▇▇▇▇▇▇ DesigneesSEC, at the Company’s expense, any Forms 3, 4 and 5 under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are required to be filed by each director of the Company. Notwithstanding the foregoing, the “Company Nominees”), New Independent Directors will not be eligible following the 2016 Annual Meeting for the annual equity award granted to stand for election as continuing directors of the Company at but will be eligible to receive the 2013 Annual Meetinginitial equity award, upon appointment to the Board, provided to all non-employee directors that join the Board. (iiiv) recommend The Company agrees that until the election conclusion of the Standstill Period (defined below), the Board and all such nominees and solicit proxies in respect thereof substantially in accordance with its past practice, (iii) in connection with such nomination, adopt a resolution setting applicable committees of the Board shall not expand the size of the Board at seven directorships, effective no later to more than immediately following nine directors without the final adjournment consent of a majority of the 2013 Annual Meeting, and New Independent Directors (iv) vote the Voting Securities represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board for such meeting in favor of the Company Nominees, except to the extent that the Board or its proxy holder(s) determine such proxies indicate a vote to withhold authority or abstain with respect to including any Company Nominee. (d) The Board agrees that if any meeting of shareholders, other than the 2013 Annual Meeting, is to be held at any time from the date hereof through earlier of the Standstill Termination Date and any violation of Section 3.02, to the extent directors are to be elected or nominated for election at such meeting of shareholders, the Company will nominate the ▇▇▇▇▇▇▇ Designees, or any ▇▇▇▇▇▇▇ Designee replacement(s)applicable Replacement Directors, as applicable, and recommend the election of the ▇▇▇▇▇▇▇ Designees or any ▇▇▇▇▇▇▇ Designee replacement(s) and solicit proxies in respect thereof substantially in accordance with its past practicecase may be). (e) At the Board meeting at which the ▇▇▇▇▇▇▇ Designees are first elected as members of the Board, the Board shall appoint ▇▇. ▇▇▇▇▇▇ to the Audit Committee of the Board and ▇▇. ▇▇▇▇▇▇ to the Compensation Committee of the Board. (f) Effective as of January 1, 2013, the Board shall amend Section 1.03 of the Bylaws to eliminate the final sentence thereof. (g) From the date hereof through the appointment of the ▇▇▇▇▇▇▇ Designees to the Board, the Company shall not enter into any new, or modify any existing, employment or severance agreements or arrangements with any of the Company’s officers or directors.

Board Matters. a. The Company shall, effective immediately following the execution and delivery of this Agreement, (ai) Effective as of January 1, 2013, pursuant to the powers granted to it under the Bylaws, the Board shall create two additional directorships, thereby temporarily increasing increase the size of the Board from six ten (10) to eight directorships, fifteen (15) directors and (ii) appoint to the Board ▇▇▇▇▇▇▇ Designees to fill such new directorships▇. ▇▇▇▇▇▇▇, with initial terms expiring at the Company’s 2013 annual meeting of shareholders (the “2013 Annual Meeting”). (b) The Board shall (i) use reasonable, good faith efforts to encourage the voluntary resignation or retirement of one director of the Company effective no later than March 1, 2013, and (ii) adopt a resolution, effective upon that resignation or retirement, reducing the number of directorships from eight to seven. (c) The Board shall (i) nominate the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Designees, including any (together with ▇▇. ▇▇▇▇▇▇▇ Designee replacement▇, as applicablethe “Ancora Appointees” and each, and no more than five additional nominees (together with the ▇an “Ancora Appointee”), ▇▇▇▇▇▇ Designees▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ as directors of the Company with terms expiring at the 2021 Annual Meeting. Effective upon the opening of the polls of the 2021 Annual Meeting, the size of the Board shall be reduced by two (2) directors to a total of thirteen (13) directors. Subsequent to the date of the 2021 Annual Meeting and prior to the expiration of the Standstill Period (as defined below), the Board and all applicable committees of the Board shall not increase the size of the Board to more than thirteen (13) directors without the prior written consent of the Ancora Parties. b. Provided that the Ancora Parties continue to Beneficially Own (as defined below) in the aggregate at least the lesser of (x) 3.5% of the Company’s then-outstanding Common Stock and (y) 963,518 shares of Common Stock (in the case of this clause (y), subject to adjustment for stock splits, stock dividends, reclassifications, combinations and other equitable adjustments) (the “Company NomineesOwnership Level Minimum”), to stand the Company shall include the Ancora Appointees (or any Replacement Appointee (as defined below), as applicable) in the Company’s slate of nominees for election as directors of the Company at the 2013 2021 Annual Meeting, (ii) recommend Meeting and shall use commercially reasonable efforts to cause the election of all such nominees and solicit proxies in respect thereof substantially in accordance with its past practice, (iii) in connection with such nomination, adopt a resolution setting the size of Ancora Appointees to the Board at seven directorships, effective no later than immediately following the final adjournment of the 2013 2021 Annual Meeting, and Meeting (iv) vote the Voting Securities represented by all proxies granted by shareholders in connection with the solicitation of proxies by including the Board for such meeting recommending that the Company’s shareholders vote in favor of the election of the Ancora Appointees, including the Ancora Appointees in the Company’s proxy statement for the 2021 Annual Meeting and otherwise supporting the Ancora Appointees for election in a manner no less rigorous and favorable than the manner in which the Company Nomineessupports its other nominees in the aggregate). c. If, except to during the extent that Standstill Period, any Ancora Appointee resigns from the Board or its proxy holder(sis rendered unable (due to death or disability) determine to, or refuses to, serve on the Board, and at all times since the date of this Agreement and at such proxies indicate time the Ancora Parties Beneficially Own in the aggregate at least the Company Ownership Level Minimum, then, so long as the Ancora Parties Beneficially Own in the aggregate at least the Company Ownership Level Minimum, the Ancora Parties and the Company shall work together to identify a vote mutually-acceptable replacement (who shall qualify as “independent” pursuant to withhold authority or abstain with respect the rules of the NASDAQ Stock Market and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”)) to any Company Nominee. (d) The Board agrees that if any meeting of shareholders, other than fill the 2013 Annual Meeting, is to be held at any time resulting vacancy caused by such Ancora Appointee’s departure from the date hereof through earlier Board and any such person shall be subject to review and approval by the Corporate Governance and Nominating Committee and the Board as well as the Ancora Parties (any such replacement director, a “Replacement Appointee”); provided that a Replacement Appointee shall not be any Member of the Standstill Termination Date and Ancora Parties, any violation Affiliate, Associate or employee of Section 3.02, any Member of the Ancora Parties or any other person designated as a reporting person on Amendment No. 1 to the extent directors are Schedule 13D filed by Ancora Advisors, LLC on February 10, 2021. Any Replacement Appointee designated pursuant to be elected or nominated this Section 1(c) replacing an Ancora Appointee prior to the 2021 Annual Meeting shall stand for election at the 2021 Annual Meeting together with the Company’s other nominees. Upon a Replacement Appointee’s appointment to the Board, such meeting Replacement Appointee shall be deemed to be an Ancora Appointee for all purposes under this Agreement. d. Concurrent with the execution of shareholdersthis Agreement, the Company will nominate the ▇has entered into a consulting agreement with ▇▇▇▇▇▇ Designees, or any ▇▇▇▇▇▇▇ Designee replacement(s), as applicable, and recommend the election of the ▇▇▇▇▇▇▇ Designees or any ▇▇▇▇▇▇▇ Designee replacement(s) and solicit proxies in respect thereof substantially in accordance with its past practice. (e) At the Board meeting at which the ▇▇▇▇▇▇▇ Designees are first elected as members of the Board, the Board shall appoint ▇▇. ▇▇▇▇▇▇ pursuant to the Audit Committee terms set forth therein. e. Concurrent with the execution of this Agreement, the Ancora Parties hereby (i) irrevocably withdraw the Nomination Notice and (ii) irrevocably withdraw any related materials or notices, including the letter dated January 6, 2021 demanding, pursuant to Section ▇▇-▇▇-▇▇▇ of the Tennessee Code, to inspect books, records and documents of the Company, submitted to the Company in connection therewith. f. The Board shall consult with the Ancora Appointees regarding the appointment of each Ancora Appointee to one or more committees of the Board, with the understanding that the intent of the Parties is that each Ancora Appointee (and any Replacement Appointee, as applicable) shall be considered for membership on committees of the Board and ▇▇in the same manner as other independent members of the Board. ▇▇▇▇▇▇ Each Ancora Appointee shall have the same right as other members of the Board to be invited to attend meetings of committees of the Compensation Committee Board of which any Ancora Appointee is not a member. Further, in the event the Board establishes any new committee(s) of the Board during the Standstill Period, each Ancora Appointee shall be considered for membership on such committee(s) in the same manner as other independent members of the Board. g. While any Ancora Appointee (for any Replacement Appointee, as applicable) Effective serves as a director of January 1, 2013, the Board shall amend Section 1.03 of the Bylaws to eliminate the final sentence thereof. (g) From the date hereof through the appointment of the ▇▇▇▇▇▇▇ Designees to the Board, such Ancora Appointee shall receive compensation (including equity based compensation, if any) for the Company shall not enter into any newBoard and committee meetings attended, or modify any existing, employment or severance agreements or arrangements with any an annual retainer and benefits (including expense reimbursements) on the same basis as all other non-employee directors of the Company. h. The Ancora Appointees (and any Replacement Appointee, as applicable) will be governed by the same protections and obligations regarding confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, trading and disclosure policies, director resignation policy, and other governance guidelines and policies of the Company as other directors, as amended from time to time (collectively, “Company Policies”), and shall have the same rights and benefits, including with respect to insurance, indemnification, compensation and fees, as are applicable to all independent directors of the Company. The Company shall make available to any Ancora Appointee copies of all Company Policies not publicly available on the Company’s officers website. At all times while any Ancora Appointee is serving as a member of the Board, (i) such Ancora Appointee shall not disclose to the Ancora Parties, any Member of the Ancora Parties or directorsany “Affiliate” or “Associate” (for purposes of this Agreement, as each is defined in Rule 12b-2 promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of each such Member of the Ancora Parties (collectively and individually, the “Ancora Affiliates”) or any other person or entity not affiliated with the Company any confidential information of the Company, and (ii) each Member of the Ancora Parties shall not, and shall cause the Ancora Affiliates not to, seek to obtain confidential information of the Company from any Ancora Appointee (or any Replacement Appointee). i. Notwithstanding anything to the contrary in this Agreement, the rights and privileges set forth in this Agreement shall be personal to the Ancora Parties and may not be transferred or assigned to any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature (each, a “Person”), except that the Ancora Parties shall be permitted to transfer or assign this Agreement to their respective Affiliates. j. For purposes of this Agreement, the term “Beneficially Own” or variations thereof shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

Board Matters. (ai) Effective as The Company agrees that immediately following execution of January 1, 2013, pursuant to the powers granted to it under the Bylawsthis Agreement, the Board and all applicable committees of the Board shall create two additional directorshipstake all necessary actions (A) to cause the Board to increase the size of its membership by two; (B) to appoint ▇▇▇▇▇ ▇▇▇▇▇▇ as a Class III director with a term expiring at the Company's 2017 Annual Meeting of Stockholders (the "2017 Annual Meeting") and ▇▇▇▇▇ ▇▇▇▇▇▇ as a Class I Director with a term expiring at the Company's 2018 Annual Meeting of Stockholders (the "2018 Annual Meeting"); and (C) (x) to cause the Board, thereby temporarily after giving effect to increasing the size of its membership by two as set forth above, to increase the Board from six to eight directorshipssize of its membership by one additional seat (for a total of nine seats) effective immediately following the adjournment of the Company's 2016 Annual Meeting of Stockholders (the "2016 Annual Meeting"); and (y) appoint, and appoint with such appointment effective immediately following the adjournment of the 2016 Annual Meeting, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Designees to fill such new directorships, as a Class II Director with initial terms a term expiring at the Company’s 2013 annual meeting 's 2019 Annual Meeting of shareholders Stockholders (the “2013 "2019 Annual Meeting”"). (bii) The Board shall (i) use reasonableAt the 2017 Annual Meeting, good faith efforts to encourage the voluntary resignation or retirement of one director of the Company effective no later than March 1agrees to nominate, 2013recommend, support and (ii) adopt a resolution, effective upon that resignation or retirement, reducing solicit proxies for the number election of directorships from eight to seven. (c) The Board shall (i) nominate the ▇▇▇▇▇ ▇▇▇▇▇▇ Designees, including any ▇▇▇▇▇▇▇ Designee replacementor a Replacement Director, as applicablethe case may be, in the same manner as the Company has supported its nominees up for election at prior annual meetings of stockholders at which the election of directors was uncontested. (iii) The Company agrees that the New Independent Directors shall receive during their service (A) the same benefits of director and officer insurance, and no more than five additional nominees any indemnity and exculpation arrangements available generally to the non-employee directors on the Board, (together B) the same compensation for service as directors as the compensation received by other non-employee directors on the Board for such service, and (C) such other benefits on the same basis as all other non-employee directors on the Board, including, without limitation, having the Company (or legal counsel) prepare and file with the ▇▇▇▇▇▇▇ DesigneesSEC, at the Company's expense, any Forms 3, 4 and 5 under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are required to be filed by each director of the Company. Notwithstanding the foregoing, the “Company Nominees”), New Independent Directors will not be eligible following the 2016 Annual Meeting for the annual equity award granted to stand for election as continuing directors of the Company at but will be eligible to receive the 2013 Annual Meetinginitial equity award, upon appointment to the Board, provided to all non-employee directors that join the Board. (iiiv) recommend The Company agrees that until the election conclusion of the Standstill Period (defined below), the Board and all such nominees and solicit proxies in respect thereof substantially in accordance with its past practice, (iii) in connection with such nomination, adopt a resolution setting applicable committees of the Board shall not expand the size of the Board at seven directorships, effective no later to more than immediately following nine directors without the final adjournment consent of a majority of the 2013 Annual Meeting, and New Independent Directors (iv) vote the Voting Securities represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board for such meeting in favor of the Company Nominees, except to the extent that the Board or its proxy holder(s) determine such proxies indicate a vote to withhold authority or abstain with respect to including any Company Nominee. (d) The Board agrees that if any meeting of shareholders, other than the 2013 Annual Meeting, is to be held at any time from the date hereof through earlier of the Standstill Termination Date and any violation of Section 3.02, to the extent directors are to be elected or nominated for election at such meeting of shareholders, the Company will nominate the ▇▇▇▇▇▇▇ Designees, or any ▇▇▇▇▇▇▇ Designee replacement(s)applicable Replacement Directors, as applicable, and recommend the election of the ▇▇▇▇▇▇▇ Designees or any ▇▇▇▇▇▇▇ Designee replacement(s) and solicit proxies in respect thereof substantially in accordance with its past practicecase may be). (e) At the Board meeting at which the ▇▇▇▇▇▇▇ Designees are first elected as members of the Board, the Board shall appoint ▇▇. ▇▇▇▇▇▇ to the Audit Committee of the Board and ▇▇. ▇▇▇▇▇▇ to the Compensation Committee of the Board. (f) Effective as of January 1, 2013, the Board shall amend Section 1.03 of the Bylaws to eliminate the final sentence thereof. (g) From the date hereof through the appointment of the ▇▇▇▇▇▇▇ Designees to the Board, the Company shall not enter into any new, or modify any existing, employment or severance agreements or arrangements with any of the Company’s officers or directors.

Board Matters. (a) Effective as The Company shall, effective immediately following the execution and delivery of January 1this Agreement, 2013, pursuant to the powers granted to it under the Bylaws, the Board shall create two additional directorships, thereby temporarily increasing (i) increase the size of the Board from six ten (10) to eight directorships, fifteen (15) directors and (ii) appoint to the Board ▇▇▇▇▇▇▇ Designees to fill such new directorships▇. ▇▇▇▇▇▇▇, with initial terms expiring at the Company’s 2013 annual meeting of shareholders (the “2013 Annual Meeting”). (b) The Board shall (i) use reasonable, good faith efforts to encourage the voluntary resignation or retirement of one director of the Company effective no later than March 1, 2013, and (ii) adopt a resolution, effective upon that resignation or retirement, reducing the number of directorships from eight to seven. (c) The Board shall (i) nominate the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Designees, including any (together with ▇▇. ▇▇▇▇▇▇▇ Designee replacement▇, as applicablethe “Ancora Appointees” and each, and no more than five additional nominees (together with the ▇an “Ancora Appointee”), ▇▇▇▇▇▇ Designees▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ as directors of the Company with terms expiring at the 2021 Annual Meeting. Effective upon the opening of the polls of the 2021 Annual Meeting, the size of the Board shall be reduced by two (2) directors to a total of thirteen (13) directors. Subsequent to the date of the 2021 Annual Meeting and prior to the expiration of the Standstill Period (as defined below), the Board and all applicable committees of the Board shall not increase the size of the Board to more than thirteen (13) directors without the prior written consent of the Ancora Parties. (b) Provided that the Ancora Parties continue to Beneficially Own (as defined below) in the aggregate at least the lesser of (x) 3.5% of the Company’s then-outstanding Common Stock and (y) 963,518 shares of Common Stock (in the case of this clause (y), subject to adjustment for stock splits, stock dividends, reclassifications, combinations and other equitable adjustments) (the “Company NomineesOwnership Level Minimum”), to stand the Company shall include the Ancora Appointees (or any Replacement Appointee (as defined below), as applicable) in the Company’s slate of nominees for election as directors of the Company at the 2013 2021 Annual Meeting, (ii) recommend Meeting and shall use commercially reasonable efforts to cause the election of all such nominees and solicit proxies in respect thereof substantially in accordance with its past practice, (iii) in connection with such nomination, adopt a resolution setting the size of Ancora Appointees to the Board at seven directorships, effective no later than immediately following the final adjournment of the 2013 2021 Annual Meeting, and Meeting (iv) vote the Voting Securities represented by all proxies granted by shareholders in connection with the solicitation of proxies by including the Board for such meeting recommending that the Company’s shareholders vote in favor of the election of the Ancora Appointees, including the Ancora Appointees in the Company’s proxy statement for the 2021 Annual Meeting and otherwise supporting the Ancora Appointees for election in a manner no less rigorous and favorable than the manner in which the Company Nomineessupports its other nominees in the aggregate). (c) If, except to during the extent that Standstill Period, any Ancora Appointee resigns from the Board or its proxy holder(sis rendered unable (due to death or disability) determine to, or refuses to, serve on the Board, and at all times since the date of this Agreement and at such proxies indicate time the Ancora Parties Beneficially Own in the aggregate at least the Company Ownership Level Minimum, then, so long as the Ancora Parties Beneficially Own in the aggregate at least the Company Ownership Level Minimum, the Ancora Parties and the Company shall work together to identify a vote mutually-acceptable replacement (who shall qualify as “independent” pursuant to withhold authority the rules of the NASDAQ Stock Market and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”)) to fill the resulting vacancy caused by such Ancora Appointee’s departure from the Board and any such person shall be subject to review and approval by the Corporate Governance and Nominating Committee and the Board as well as the Ancora Parties (any such replacement director, a “Replacement Appointee”); provided that a Replacement Appointee shall not be any Member of the Ancora Parties, any Affiliate, Associate or abstain employee of any Member of the Ancora Parties or any other person designated as a reporting person on Amendment No. 1 to the Schedule 13D filed by Ancora Advisors, LLC on February 10, 2021. Any Replacement Appointee designated pursuant to this Section 1(c) replacing an Ancora Appointee prior to the 2021 Annual Meeting shall stand for election at the 2021 Annual Meeting together with respect the Company’s other nominees. Upon a Replacement Appointee’s appointment to any Company Nomineethe Board, such Replacement Appointee shall be deemed to be an Ancora Appointee for all purposes under this Agreement. (d) The Board agrees that if any meeting Concurrent with the execution of shareholders, other than the 2013 Annual Meeting, is to be held at any time from the date hereof through earlier of the Standstill Termination Date and any violation of Section 3.02, to the extent directors are to be elected or nominated for election at such meeting of shareholdersthis Agreement, the Company will nominate the ▇has entered into a consulting agreement with ▇▇▇▇▇▇ Designees, or any ▇▇▇▇▇▇▇ Designee replacement(s), as applicable, and recommend the election of the ▇▇▇▇▇▇▇ Designees or any ▇▇▇▇▇▇▇ Designee replacement(s) and solicit proxies in respect thereof substantially in accordance with its past practice. (e) At the Board meeting at which the ▇▇▇▇▇▇▇ Designees are first elected as members of the Board, the Board shall appoint ▇▇. ▇▇▇▇▇▇ pursuant to the Audit Committee terms set forth therein. (e) Concurrent with the execution of this Agreement, the Ancora Parties hereby (i) irrevocably withdraw the Nomination Notice and (ii) irrevocably withdraw any related materials or notices, including the letter dated January 6, 2021 demanding, pursuant to Section ▇▇-▇▇-▇▇▇ of the Tennessee Code, to inspect books, records and documents of the Company, submitted to the Company in connection therewith. (f) The Board shall consult with the Ancora Appointees regarding the appointment of each Ancora Appointee to one or more committees of the Board, with the understanding that the intent of the Parties is that each Ancora Appointee (and any Replacement Appointee, as applicable) shall be considered for membership on committees of the Board and ▇▇in the same manner as other independent members of the Board. ▇▇▇▇▇▇ Each Ancora Appointee shall have the same right as other members of the Board to be invited to attend meetings of committees of the Compensation Committee Board of which any Ancora Appointee is not a member. Further, in the event the Board establishes any new committee(s) of the Board during the Standstill Period, each Ancora Appointee shall be considered for membership on such committee(s) in the same manner as other independent members of the Board. (fg) Effective While any Ancora Appointee (or any Replacement Appointee, as applicable) serves as a director of January 1the Board, 2013such Ancora Appointee shall receive compensation (including equity based compensation, if any) for the Board shall amend Section 1.03 and committee meetings attended, an annual retainer and benefits (including expense reimbursements) on the same basis as all other non-employee directors of the Bylaws to eliminate the final sentence thereofCompany. (gh) From The Ancora Appointees (and any Replacement Appointee, as applicable) will be governed by the date hereof through the appointment same protections and obligations regarding confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, trading and disclosure policies, director resignation policy, and other governance guidelines and policies of the ▇▇▇▇▇▇▇ Designees Company as other directors, as amended from time to time (collectively, “Company Policies”), and shall have the same rights and benefits, including with respect to insurance, indemnification, compensation and fees, as are applicable to all independent directors of the Company. The Company shall make available to any Ancora Appointee copies of all Company Policies not publicly available on the Company’s website. At all times while any Ancora Appointee is serving as a member of the Board, (i) such Ancora Appointee shall not disclose to the Ancora Parties, any Member of the Ancora Parties or any “Affiliate” or “Associate” (for purposes of this Agreement, as each is defined in Rule 12b-2 promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of each such Member of the Ancora Parties (collectively and individually, the “Ancora Affiliates”) or any other person or entity not affiliated with the Company shall not enter into any new, or modify any existing, employment or severance agreements or arrangements with any confidential information of the Company’s officers , and (ii) each Member of the Ancora Parties shall not, and shall cause the Ancora Affiliates not to, seek to obtain confidential information of the Company from any Ancora Appointee (or directorsany Replacement Appointee). (i) Notwithstanding anything to the contrary in this Agreement, the rights and privileges set forth in this Agreement shall be personal to the Ancora Parties and may not be transferred or assigned to any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature (each, a “Person”), except that the Ancora Parties shall be permitted to transfer or assign this Agreement to their respective Affiliates. (j) For purposes of this Agreement, the term “Beneficially Own” or variations thereof shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

Board Matters. (a) Effective as of January 1, 2013, pursuant to the powers granted to it under the Bylaws, The Company agrees that the Board shall create two additional directorshipstake all necessary actions to amend the Company’s Amended and Restated Bylaws (the “Bylaws”) to, thereby temporarily increasing commencing with the 2015 Annual Meeting, eliminate the classification of the Board and provide for the annual election of all directors to the Board. The Board shall adopt a resolution, effective as of the 2015 Annual Meeting, to decrease the size of the Board from six twelve (12) directors to seven (7) directors; provided, that if one or both of the Additional Independent Directors (as defined below) are nominated for election at the 2015 Annual Meeting, the size of the Board shall be decreased from twelve (12) directors to eight directorships(8) or nine (9) directors, as applicable. The Company agrees that, following such decrease in the size of the Board, the Board shall not be increased to a size greater than nine (9) directors during the Restricted Period (as defined below). (b) The Company agrees to take all necessary actions to nominate at the 2015 Annual Meeting the following seven (7) persons to serve as directors of the Board with a term expiring at the 2016 annual meeting of stockholders of the Company (including any adjournment or postponement thereof, the “2016 Annual Meeting”): M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; G▇▇▇▇ ▇▇▇▇▇▇▇; K▇▇▇▇ ▇▇▇▇▇▇; C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; C▇▇▇ ▇▇▇▇▇▇▇; J▇▇▇ ▇▇▇▇▇; and appoint the J▇▇▇ ▇▇▇▇▇▇▇ Designees (collectively with the Additional Independent Directors, the “Agreed Nominees”). The Company currently intends to fill such new directorshipshold the 2015 Annual Meeting on June 17, with initial terms expiring at 2015 and agrees to use its reasonable best efforts to hold the 2015 Annual Meeting no later than July 17, 2015. The Company shall recommend that the Company’s 2013 annual meeting stockholders vote in favor of shareholders (each of the “2013 Agreed Nominees at the 2015 Annual Meeting”). (b) The Board . Immediately following the 2015 Annual Meeting, J▇▇▇ ▇▇▇▇▇ shall (i) use reasonable, good faith efforts to encourage be appointed as the voluntary resignation or retirement of one director Lead Director of the Company effective no later than March 1, 2013, and (ii) adopt a resolution, effective upon that resignation or retirement, reducing the number of directorships from eight to sevenBoard. (c) As promptly as practicable following the execution of this Agreement, but in any event no later than thirty (30) days from the date of this Agreement, the Company and the Engaged Group shall cooperate in good faith to agree upon two (2) additional directors (each, an “Additional Independent Director”). In order to facilitate this agreement, the Engaged Group will select one (1) director from a list of four (4) candidates to be provided in good faith by the Company and the Company will select one (1) director from a list of four (4) candidates to be provided in good faith by the Engaged Group. If either or both Additional Independent Directors are available to serve upon election at the 2015 Annual Meeting, then such Additional Independent Director or Directors shall be nominated by the Company at the 2015 Annual Meeting to serve as a director of the Board. If either or both Additional Independent Directors will not be available to serve on the Board until a date following the 2015 Annual Meeting, then such Additional Independent Director or Directors shall be appointed to the Board on the date he or she is available to so serve and the Board shall be increased by one (1) or two (2) directors at such time, as applicable. Each of the Additional Independent Directors shall be independent of each of the Company and the Engaged Group and its Affiliates and Associates, including qualifying as “independent” pursuant to New York Stock Exchange listing standards, and shall satisfy each of the criteria and requirements set forth in Section 1(h) hereof. (d) Each of the Investors agrees not to nominate any person for election to the Board at the 2015 Annual Meeting or submit any stockholder proposal for consideration at the 2015 Annual Meeting. At the 2015 Annual Meeting, each of the Investors agrees to appear in person or by proxy and to vote all of the Voting Securities (as defined below) it Beneficially Owns (i) in favor of the election of the Agreed Nominees, (ii) to ratify the appointment of McGladrey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, (iii) for the Declassification Proposal (as defined below) and (iv) in accordance with the Board’s recommendation with respect to any stockholder proposals or other business presented at the meeting; provided, that, in the case of this subsection (iv), Institutional Shareholder Services concurs in such recommendations (other than (w) matters related to the implementation of takeover defenses, (x) amendments to the Company’s Certificate of Incorporation or Bylaws that diminish stockholder rights, (y) Extraordinary Transactions (as defined below) or (z) new or amended incentive compensation plans submitted for stockholder approval ((w) through (z), collectively, the “Permitted Matters”), on which the Investors shall be permitted to vote in their discretion). The Board and all applicable committees of the Board shall take all necessary actions to seek stockholder ratification at the 2015 Annual Meeting of the amendment to the Bylaws to declassify the Board and elect all directors for one-year terms at the 2015 Annual Meeting (the “Declassification Proposal”). The Board shall (i) nominate recommend in favor of, and shall retain a proxy solicitor to solicit shareholder support for, the Declassification Proposal. The Company has obtained the agreement of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Designees, including any and M▇▇▇▇▇▇▇ Designee replacement, as applicable, and no more than five additional nominees (together with the ▇▇▇▇▇▇▇ Designeesto vote all shares over which they have voting control for the approval of the Declassification Proposal. (e) Unless the Restricted Period has expired pursuant to Section 2(d), the “Company Nominees”), will nominate the Agreed Nominees (and any substitute person appointed pursuant to stand Section 1(g) hereof) as its slate of nominees for election as directors of the Company at the 2013 2016 Annual Meeting; provided, (ii) recommend the election of all such nominees and solicit proxies in respect thereof substantially in accordance with its past practice, (iii) in connection with such nomination, adopt a resolution setting the size of the Board at seven directorships, effective no later than immediately following the final adjournment of the 2013 Annual Meeting, and (iv) vote the Voting Securities represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board for such meeting in favor of that the Company Nomineesshall not be required to nominate any of G▇▇▇▇ ▇▇▇▇▇▇▇, except to the extent that the Board J▇▇▇ ▇▇▇▇▇ or its proxy holder(s) determine such proxies indicate a vote to withhold authority or abstain with respect to any Company Nominee. (d) The Board agrees that if any meeting of shareholders, other than the 2013 Annual Meeting, is to be held at any time from the date hereof through earlier of the Standstill Termination Date and any violation of Section 3.02, to the extent directors are to be elected or nominated for election at such meeting of shareholders, the Company will nominate the J▇▇▇ ▇▇▇▇▇▇▇ Designeesif the Engaged Group ceases at any time to collectively Beneficially Own two percent (2%) or more of the outstanding Voting Securities (as defined below). The Company shall recommend that the Company’s stockholders vote in favor of each of the Agreed Nominees at the 2016 Annual Meeting. At the 2016 Annual Meeting, each of the Investors agrees to appear in person or by proxy and to vote all of the Voting Securities it Beneficially Owns (i) in favor of the election of the nominees recommended by the Board for election, (ii) to ratify the appointment of the independent registered public accounting firm designated by the Board as the Company’s independent registered public accounting firm for such fiscal year, and (iii) in accordance with the Board’s recommendation with respect to (A) the Company’s “say-on-pay” proposal and (B) any stockholder proposals or other business presented at the meeting; provided, that, in the case of this subsection (iii), Institutional Shareholder Services concurs in such recommendations (other with respect to any Permitted Matter, on which the Investors shall be permitted to vote in their discretion). (f) The Company agrees that: (i) J▇▇▇ ▇▇▇▇▇ will be appointed to the Executive and Audit Committees of the Board; (ii) G▇▇▇▇ ▇▇▇▇▇▇▇ Designee replacement(s), as applicable, will be appointed to the Special Mergers & Acquisitions and recommend the election Compensation Committees of the Board; and (iii) J▇▇▇ ▇▇▇▇▇▇▇ Designees will be appointed to the Nomination Committee of the Board. The Company further agrees that the Agreed Nominees will be considered along with all other Board members for Board committee appointments in connection with the Board’s annual review of committee composition. The Board will not utilize committees of the Board for the purpose of excluding the Engaged Designee in order to limit his or any her participation in substantive deliberations of the Board. (g) The Company agrees that if G▇▇▇▇ ▇▇▇▇▇▇▇ Designee replacement(s(including any substitute person recommended pursuant to this Section 1(g), the “Engaged Designee”) is unable to serve as a director, resigns as a director or is removed as a director without cause prior to the 2016 Annual Meeting, then the Engaged Group shall have the ability to recommend a substitute person for appointment or election to the Board; provided, that any substitute person recommended by the Engaged Group shall qualify as “independent” pursuant to New York Stock Exchange listing standards and solicit proxies in respect thereof substantially in accordance with its past practice. (e) At have relevant financial and business experience to fill the resulting vacancy. In the event the Nominating Committee of the Board meeting at which (the “Nominating Committee”) does not accept a substitute person recommended by the Engaged Group, the Engaged Group will have the right to recommend additional substitute persons for consideration by the Nominating Committee. Upon the acceptance of a replacement director nominee by the Nominating Committee, the Board will take such actions as necessary to appoint such replacement director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such replacement director. The Company agrees that if any of J▇▇▇ ▇▇▇▇▇, J▇▇▇ ▇▇▇▇▇▇▇ Designees are first elected or the Additional Independent Director recommended by the Engaged Group is unable to serve as members a director, resigns as a director or is removed as a director without cause prior to the 2016 Annual Meeting, then the Engaged Group and the Company shall work together to identify mutually-acceptable substitute persons to fill the resulting vacancies and any such substitute persons shall be subject to review and approval by the Nominating Committee and shall be reasonably satisfactory to the Engaged Group. (h) As of the Boarddate of this Agreement, each of the Board shall appoint ▇▇. Parties represents and warrants to the other Parties that it is not aware of any facts that would suggest that any of the Agreed Nominees: (i) is not “independent” in accordance with the listing standards for the New York Stock Exchange and any other applicable director independence standards (other than M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company’s Chairman and Chief Executive Officer); (ii) is not otherwise qualified to the Audit Committee serve as a director of the Board Company in accordance with the Company’s Corporate Governance Guidelines and ▇▇. Code of Conduct and Business Ethics, including all applicable conflict of interest, confidentiality, stock ownership and i▇▇▇▇▇▇ to the Compensation Committee of the Board. (f) Effective as of January 1, 2013, the Board shall amend Section 1.03 of the Bylaws to eliminate the final sentence thereof. (g) From the date hereof through the appointment of the ▇▇▇▇▇▇▇ Designees policies and guidelines of the Company (collectively, the “Governance Guidelines”); or (iii) is a party to (A) any agreement, arrangement or understanding with any Person (I) concerning how such Agreed Nominee, if elected as a director of the Company, will act or vote on any issue or question or (II) that could limit or interfere with such Agreed Nominee’s ability to comply, if elected as a director of the Company, with such Agreed Nominee’s fiduciary duties under applicable law or (B) any agreement, arrangement or understanding with any person other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Company (other than G▇▇▇▇ ▇▇▇▇▇▇▇) (such agreements, arrangements or understandings, “Restrictive Agreements”). Each of the Parties acknowledges and agrees that each of the Agreed Nominees (and each substitute person recommended pursuant to Section 1(g) hereof) will be required to: (w) comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to members of the Board, including the Governance Guidelines; (x) not enter into any Restrictive Agreements; (y) keep confidential all Company Confidential Information (as defined below) and not disclose to any third parties discussions or matters considered in meetings of the Board or Board committees (other than to the limited extent permitted under Section 4 hereof); and (z) complete the Company’s standard director and officer questionnaire and other reasonable and customary director documentation (including a representation and agreement as contemplated by the Bylaws) required by the Company in connection with the election of Board members. Upon election to the Board, each of the Agreed Nominees will be subject to the same protections and obligations, and shall have the same rights and benefits, as are applicable to all other directors of the Company. (i) During the period from the date of this Agreement until the 2015 Annual Meeting, each of G▇▇▇▇ ▇▇▇▇▇▇▇ and J▇▇▇ ▇▇▇▇▇ shall be entitled upon request to (i) receive copies of all written information furnished to the Board during such period and (ii) be permitted to be present as a non-voting Board observer at all meetings of the Board (whether by phone or in person) and all meetings of the Board or any committee of the Board that includes at least three (3) directors; provided, that such information shall be subject to the confidentiality and use restrictions set forth in Section 4 hereof; and provided, further, that the Company shall not enter into be entitled to withhold any new, or modify any existing, employment or severance agreements or arrangements with any of information as is reasonably determined by the Company to be necessary to protect the Company’s officers attorney-client privilege or directorsattorney work-product privilege.

Board Matters. (a) Effective as of January 1, 2013, pursuant to the powers granted to it under the Bylaws, The Company agrees that the Board shall create two additional directorshipstake all necessary actions to amend the Company’s Amended and Restated Bylaws (the “Bylaws”) to, thereby temporarily increasing commencing with the 2015 Annual Meeting, eliminate the classification of the Board and provide for the annual election of all directors to the Board. The Board shall adopt a resolution, effective as of the 2015 Annual Meeting, to decrease the size of the Board from six twelve (12) directors to seven (7) directors; provided, that if one or both of the Additional Independent Directors (as defined below) are nominated for election at the 2015 Annual Meeting, the size of the Board shall be decreased from twelve (12) directors to eight directorships(8) or nine (9) directors, and appoint as applicable. The Company agrees that, following such decrease in the size of the Board, the Board shall not be increased to a size greater than nine (9) directors during the Restricted Period (as defined below). (b) The Company agrees to take all necessary actions to nominate at the 2015 Annual Meeting the following seven (7) persons to serve as directors of the Board with a term expiring at the 2016 annual meeting of stockholders of the Company (including any adjournment or postponement thereof, the “2016 Annual Meeting”): ▇▇▇▇▇▇▇ Designees to fill such new directorships, with initial terms expiring at the Company’s 2013 annual meeting of shareholders (the “2013 Annual Meeting”). (b) The Board shall (i) use reasonable, good faith efforts to encourage the voluntary resignation or retirement of one director of the Company effective no later than March 1, 2013, and (ii) adopt a resolution, effective upon that resignation or retirement, reducing the number of directorships from eight to seven. (c) The Board shall (i) nominate the ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇▇▇▇ Designees, including any ▇▇▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇; and ▇▇▇▇ ▇▇▇▇▇▇▇ Designee replacement(collectively with the Additional Independent Directors, the “Agreed Nominees”). The Company currently intends to hold the 2015 Annual Meeting on June 17, 2015 and agrees to use its reasonable best efforts to hold the 2015 Annual Meeting no later than July 17, 2015. The Company shall recommend that the Company’s stockholders vote in favor of each of the Agreed Nominees at the 2015 Annual Meeting. Immediately following the 2015 Annual Meeting, ▇▇▇▇ ▇▇▇▇▇ shall be appointed as the Lead Director of the Board. (c) As promptly as practicable following the execution of this Agreement, but in any event no later than thirty (30) days from the date of this Agreement, the Company and the Engaged Group shall cooperate in good faith to agree upon two (2) additional directors (each, an “Additional Independent Director”). In order to facilitate this agreement, the Engaged Group will select one (1) director from a list of four (4) candidates to be provided in good faith by the Company and the Company will select one (1) director from a list of four (4) candidates to be provided in good faith by the Engaged Group. If either or both Additional Independent Directors are available to serve upon election at the 2015 Annual Meeting, then such Additional Independent Director or Directors shall be nominated by the Company at the 2015 Annual Meeting to serve as a director of the Board. If either or both Additional Independent Directors will not be available to serve on the Board until a date following the 2015 Annual Meeting, then such Additional Independent Director or Directors shall be appointed to the Board on the date he or she is available to so serve and the Board shall be increased by one (1) or two (2) directors at such time, as applicable. Each of the Additional Independent Directors shall be independent of each of the Company and the Engaged Group and its Affiliates and Associates, including qualifying as “independent” pursuant to New York Stock Exchange listing standards, and no more than five additional nominees shall satisfy each of the criteria and requirements set forth in Section 1(h) hereof. (together d) Each of the Investors agrees not to nominate any person for election to the Board at the 2015 Annual Meeting or submit any stockholder proposal for consideration at the 2015 Annual Meeting. At the 2015 Annual Meeting, each of the Investors agrees to appear in person or by proxy and to vote all of the Voting Securities (as defined below) it Beneficially Owns (i) in favor of the election of the Agreed Nominees, (ii) to ratify the appointment of McGladrey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, (iii) for the Declassification Proposal (as defined below) and (iv) in accordance with the Board’s recommendation with respect to any stockholder proposals or other business presented at the meeting; provided, that, in the case of this subsection (iv), Institutional Shareholder Services concurs in such recommendations (other than (w) matters related to the implementation of takeover defenses, (x) amendments to the Company’s Certificate of Incorporation or Bylaws that diminish stockholder rights, (y) Extraordinary Transactions (as defined below) or (z) new or amended incentive compensation plans submitted for stockholder approval ((w) through (z), collectively, the “Permitted Matters”), on which the Investors shall be permitted to vote in their discretion). The Board and all applicable committees of the Board shall take all necessary actions to seek stockholder ratification at the 2015 Annual Meeting of the amendment to the Bylaws to declassify the Board and elect all directors for one-year terms at the 2015 Annual Meeting (the “Declassification Proposal”). The Board shall recommend in favor of, and shall retain a proxy solicitor to solicit shareholder support for, the Declassification Proposal. The Company has obtained the agreement of ▇▇▇▇▇▇▇ Designees▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to vote all shares over which they have voting control for the approval of the Declassification Proposal. (e) Unless the Restricted Period has expired pursuant to Section 2(d), the “Company Nominees”), will nominate the Agreed Nominees (and any substitute person appointed pursuant to stand Section 1(g) hereof) as its slate of nominees for election as directors of the Company at the 2013 2016 Annual Meeting; provided, (ii) recommend the election of all such nominees and solicit proxies in respect thereof substantially in accordance with its past practice, (iii) in connection with such nomination, adopt a resolution setting the size of the Board at seven directorships, effective no later than immediately following the final adjournment of the 2013 Annual Meeting, and (iv) vote the Voting Securities represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board for such meeting in favor of that the Company Nomineesshall not be required to nominate any of ▇▇▇▇▇ ▇▇▇▇▇▇▇, except to the extent that the Board ▇▇▇▇ ▇▇▇▇▇ or its proxy holder(s) determine such proxies indicate a vote to withhold authority or abstain with respect to any Company Nominee. (d) The Board agrees that if any meeting of shareholders, other than the 2013 Annual Meeting, is to be held at any time from the date hereof through earlier of the Standstill Termination Date and any violation of Section 3.02, to the extent directors are to be elected or nominated for election at such meeting of shareholders, the Company will nominate the ▇▇▇▇ ▇▇▇▇▇▇▇ Designeesif the Engaged Group ceases at any time to collectively Beneficially Own two percent (2%) or more of the outstanding Voting Securities (as defined below). The Company shall recommend that the Company’s stockholders vote in favor of each of the Agreed Nominees at the 2016 Annual Meeting. At the 2016 Annual Meeting, each of the Investors agrees to appear in person or by proxy and to vote all of the Voting Securities it Beneficially Owns (i) in favor of the election of the nominees recommended by the Board for election, (ii) to ratify the appointment of the independent registered public accounting firm designated by the Board as the Company’s independent registered public accounting firm for such fiscal year, and (iii) in accordance with the Board’s recommendation with respect to (A) the Company’s “say-on-pay” proposal and (B) any stockholder proposals or other business presented at the meeting; provided, that, in the case of this subsection (iii), Institutional Shareholder Services concurs in such recommendations (other with respect to any Permitted Matter, on which the Investors shall be permitted to vote in their discretion). (f) The Company agrees that: (i) ▇▇▇▇ ▇▇▇▇▇ will be appointed to the Executive and Audit Committees of the Board; (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ Designee replacement(s), as applicable, will be appointed to the Special Mergers & Acquisitions and recommend the election Compensation Committees of the Board; and (iii) ▇▇▇▇ ▇▇▇▇▇▇▇ Designees will be appointed to the Nomination Committee of the Board. The Company further agrees that the Agreed Nominees will be considered along with all other Board members for Board committee appointments in connection with the Board’s annual review of committee composition. The Board will not utilize committees of the Board for the purpose of excluding the Engaged Designee in order to limit his or any her participation in substantive deliberations of the Board. (g) The Company agrees that if ▇▇▇▇▇ ▇▇▇▇▇▇▇ Designee replacement(s(including any substitute person recommended pursuant to this Section 1(g), the “Engaged Designee”) is unable to serve as a director, resigns as a director or is removed as a director without cause prior to the 2016 Annual Meeting, then the Engaged Group shall have the ability to recommend a substitute person for appointment or election to the Board; provided, that any substitute person recommended by the Engaged Group shall qualify as “independent” pursuant to New York Stock Exchange listing standards and solicit proxies in respect thereof substantially in accordance with its past practice. (e) At have relevant financial and business experience to fill the resulting vacancy. In the event the Nominating Committee of the Board meeting at which (the “Nominating Committee”) does not accept a substitute person recommended by the Engaged Group, the Engaged Group will have the right to recommend additional substitute persons for consideration by the Nominating Committee. Upon the acceptance of a replacement director nominee by the Nominating Committee, the Board will take such actions as necessary to appoint such replacement director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such replacement director. The Company agrees that if any of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ Designees are first elected or the Additional Independent Director recommended by the Engaged Group is unable to serve as members of the Boarda director, the Board shall appoint ▇▇. ▇▇▇▇▇▇ resigns as a director or is removed as a director without cause prior to the Audit 2016 Annual Meeting, then the Engaged Group and the Company shall work together to identify mutually-acceptable substitute persons to fill the resulting vacancies and any such substitute persons shall be subject to review and approval by the Nominating Committee of the Board and ▇▇. ▇▇▇▇▇▇ shall be reasonably satisfactory to the Compensation Committee of the BoardEngaged Group. (fh) Effective as of January 1, 2013, the Board shall amend Section 1.03 As of the Bylaws to eliminate the final sentence thereof. (g) From the date hereof through the appointment of this Agreement, each of the Parties represents and warrants to the other Parties that it is not aware of any facts that would suggest that any of the Agreed Nominees: (i) is not “independent” in accordance with the listing standards for the New York Stock Exchange and any other applicable director independence standards (other than ▇▇▇▇▇▇▇ Designees ▇▇▇▇▇▇▇▇▇, the Company’s Chairman and Chief Executive Officer); (ii) is not otherwise qualified to serve as a director of the Company in accordance with the Company’s Corporate Governance Guidelines and Code of Conduct and Business Ethics, including all applicable conflict of interest, confidentiality, stock ownership and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and guidelines of the Company (collectively, the “Governance Guidelines”); or (iii) is a party to (A) any agreement, arrangement or understanding with any Person (I) concerning how such Agreed Nominee, if elected as a director of the Company, will act or vote on any issue or question or (II) that could limit or interfere with such Agreed Nominee’s ability to comply, if elected as a director of the Company, with such Agreed Nominee’s fiduciary duties under applicable law or (B) any agreement, arrangement or understanding with any person other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Company (other than ▇▇▇▇▇ ▇▇▇▇▇▇▇) (such agreements, arrangements or understandings, “Restrictive Agreements”). Each of the Parties acknowledges and agrees that each of the Agreed Nominees (and each substitute person recommended pursuant to Section 1(g) hereof) will be required to: (w) comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to members of the Board, including the Governance Guidelines; (x) not enter into any Restrictive Agreements; (y) keep confidential all Company Confidential Information (as defined below) and not disclose to any third parties discussions or matters considered in meetings of the Board or Board committees (other than to the limited extent permitted under Section 4 hereof); and (z) complete the Company’s standard director and officer questionnaire and other reasonable and customary director documentation (including a representation and agreement as contemplated by the Bylaws) required by the Company in connection with the election of Board members. Upon election to the Board, each of the Agreed Nominees will be subject to the same protections and obligations, and shall have the same rights and benefits, as are applicable to all other directors of the Company. (i) During the period from the date of this Agreement until the 2015 Annual Meeting, each of ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ shall be entitled upon request to (i) receive copies of all written information furnished to the Board during such period and (ii) be permitted to be present as a non-voting Board observer at all meetings of the Board (whether by phone or in person) and all meetings of the Board or any committee of the Board that includes at least three (3) directors; provided, that such information shall be subject to the confidentiality and use restrictions set forth in Section 4 hereof; and provided, further, that the Company shall not enter into be entitled to withhold any new, or modify any existing, employment or severance agreements or arrangements with any of information as is reasonably determined by the Company to be necessary to protect the Company’s officers attorney-client privilege or directorsattorney work-product privilege.

Board Matters. (a) New Director Appointments. (i) Effective as of January 1, 2013, pursuant to the powers granted to it under the Bylawssigning of this Agreement, the Board of Directors of the Company (the “Board”) shall create two additional directorships, thereby temporarily increasing the size take such actions as are necessary to (i) appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ as a Class III member of the Board from six to eight directorships(the “Direct Designee”) with an initial term expiring at the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”); and (ii) appoint ▇▇▇▇▇ ▇. ▇▇▇▇ as a Class I member of the Board (the “Independent Designee” and, together with the Direct Designee, the “Impactive Designees” and appoint each, an “Impactive Designee”) with an initial term expiring at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”); (ii) In addition, (a) Impactive acknowledges that the Board (x) has appointed ▇▇▇▇▇▇▇ Designees to fill such new directorships, ▇▇▇▇▇▇ as a Class III member of the Board with an initial terms term expiring at the Company’s 2013 annual meeting of shareholders (the “2013 2025 Annual Meeting”). (b) The Board shall (i) use reasonable, good faith efforts to encourage the voluntary resignation or retirement of one director of the Company effective no later than March 1, 2013, Meeting and (iiy) adopt a resolution, effective upon that resignation or retirement, reducing the number of directorships from eight to seven. (c) The Board shall (i) nominate the will move ▇▇▇▇▇ ▇▇▇▇▇▇▇ Designees, including any to be a Class II member of the Board with a term expiring at the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”) at which time she will stand for re-election and (b) both Impactive and the Company acknowledge that ▇▇▇▇ ▇▇▇▇▇▇▇ Designee replacement, as applicable, and no more than five additional nominees (together with the ▇▇▇▇▇▇▇ Designees, the “Company Nominees”), to stand for election as directors of the Company at the 2013 Annual Meeting, (ii) recommend the election of all such nominees and solicit proxies in respect thereof substantially in accordance with its past practice, (iii) in connection with such nomination, adopt a resolution setting the size of the Board at seven directorships, effective no later than immediately following the final adjournment of the 2013 Annual Meeting, and (iv) vote the Voting Securities represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board for such meeting in favor of the Company Nominees, except to the extent that the Board or its proxy holder(s) determine such proxies indicate a vote to withhold authority or abstain with respect to any Company Nominee. (d) The Board agrees that if any meeting of shareholders, other than the 2013 Annual Meeting, is to be held at any time from the date hereof through earlier of the Standstill Termination Date and any violation of Section 3.02, to the extent directors are to be elected or nominated for election at such meeting of shareholders, the Company will nominate the ▇▇▇▇▇▇▇ Designees, or any ▇▇▇▇▇▇▇ Designee replacement(s), as applicable, and recommend the election of the ▇▇▇▇▇▇▇ Designees or any ▇▇▇▇▇▇▇ Designee replacement(s) and solicit proxies in respect thereof substantially in accordance with its past practice. (e) At the Board meeting at which the ▇▇▇▇▇▇▇ Designees are first elected as members an existing Class II member of the Board, will not stand for re-election at the Board shall appoint ▇▇. ▇▇▇▇▇▇ 2023 Annual Meeting; (iii) If, at any time prior to the Audit 2024 Annual Meeting, the Independent Designee (or any Replacement Director) is unable to serve as a director for any reason and ceases to be a director, Impactive shall have the right to propose to the Company’s Nominating and Governance Committee a replacement director (a “Replacement Director”), who qualifies as “independent” pursuant to the New York Stock Exchange’s listing standards and the SEC rules and regulations, provided that any candidate for Replacement Director (i) will not be a principal, employee or Affiliate of Impactive and (ii) signs and delivers to the Company a resignation offer letter in the same form delivered by the Independent Designee, a copy of which is attached as Exhibit A. Any candidate for Replacement Director shall be subject to the reasonable approval of the Board upon recommendation by the Nominating and ▇▇. ▇▇▇▇▇▇ Governance Committee, taking into account the needs of the Board relative to the Compensation backgrounds, experiences and skills of the directors remaining on the Board, which recommendation and approval process shall occur as soon as reasonably practicable following Impactive proposing a Replacement Director and shall not be unreasonably withheld, conditioned or delayed, and such Replacement Director shall be appointed to the Board reasonably promptly after the Board has approved such candidate. Any Replacement Director appointed to the Board in accordance with this Section 1(a)(iii) may be appointed to one or more committees of the Board as determined by the Nominating and Governance Committee. Following such appointment, the Replacement Director would be an Impactive Designee for all purposes of this Agreement. Until the 2024 Annual Meeting, in the event the Nominating and Governance Committee of determines in good faith not to recommend or the Board determines in good faith not to approve any Replacement Director proposed by Impactive who meets the above requirements, Impactive shall have the right to propose additional Replacement Directors in accordance with this Section 1(a)(iii) until a Replacement Director is appointed to the Board. (f) Effective as of January 1, 2013, the Board shall amend Section 1.03 of the Bylaws to eliminate the final sentence thereof. (g) From the date hereof through the appointment of the ▇▇▇▇▇▇▇ Designees to the Board, the Company shall not enter into any new, or modify any existing, employment or severance agreements or arrangements with any of the Company’s officers or directors.

Board Matters. (a) Effective as As of January 1, 2013, pursuant to the powers granted to it under the Bylawsdate of this Letter Agreement, the Board shall create two additional directorships, thereby temporarily increasing the size of Directors of the Company (the “Board”) has taken the following actions: (i) the Board has received and accepted the resignation from six to eight directorships, and appoint the Board of ▇▇▇▇▇▇▇ Designees to fill such new directorships, with initial terms expiring at the Company’s 2013 annual meeting of shareholders (the “2013 Annual Meeting”).▇▇▇▇; (b) The Board shall (i) use reasonable, good faith efforts to encourage the voluntary resignation or retirement of one director of the Company effective no later than March 1, 2013, and (ii) adopt the Board has duly adopted a resolution, effective upon that resignation or retirementas of the date hereof, reducing to increase the number size of directorships from eight the Board to seven.sixteen directors; (ciii) The the Board shall (i) nominate the has duly appointed ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Designees, including any ▇▇▇▇▇▇▇ Designee replacement, as applicable, and no more than five additional nominees (together with the ▇▇▇▇▇▇▇ Designees, the “Company Nominees”), to stand for election as directors of the Company at the 2013 Annual Meeting, (ii) recommend the election of all such nominees and solicit proxies in respect thereof substantially in accordance with its past practice, (iii) in connection with such nomination, adopt a resolution setting the size of the Board at seven directorships, effective no later than immediately following the final adjournment of the 2013 Annual Meeting, and (iv) vote the Voting Securities represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board for such meeting in favor of the Company Nominees, except to the extent that the Board or its proxy holder(s) determine such proxies indicate a vote to withhold authority or abstain with respect to any Company Nominee. (d) The Board agrees that if any meeting of shareholders, other than the 2013 Annual Meeting, is to be held at any time from the date hereof through earlier of the Standstill Termination Date and any violation of Section 3.02, to the extent directors are to be elected or nominated for election at such meeting of shareholders, the Company will nominate the ▇▇▇▇▇▇▇ Designees, or any ▇▇▇▇▇▇▇ Designee replacement(s), as applicable, and recommend the election of the ▇▇▇▇▇▇▇ Designees or any ▇▇▇▇▇▇▇ Designee replacement(s) and solicit proxies in respect thereof substantially in accordance with its past practice. (e) At the Board meeting at which the ▇▇▇▇▇▇▇ Designees are first elected as members of the Board, the Board shall appoint ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “New Directors”) as directors of the Company with terms expiring at the Company’s next annual meeting of shareholders (including any adjournments or postponements thereof, the “2017 Annual Meeting”) to fill the Audit Committee vacancies resulting from the foregoing resignation of ▇▇. ▇▇▇▇ and the increase in the size of the Board; (iv) the Board has duly amended and restated the Bylaws of the Company (the “Bylaws”) so that they now read in full as set forth in Exhibit A; and (v) the Board has duly appointed ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III as Chairman of the Board and ▇▇. ▇▇▇▇▇▇ as Vice Chairman of the Board and the Company agrees to maintain such positions until the Compensation Committee conclusion of the 2018 annual meeting of the Company’s shareholders (including any adjournments or postponements thereof, the “2018 Annual Meeting”). (b) The Company agrees to promptly amend the Company’s Corporate Governance Guidelines (the “Corporate Governance Guidelines”) to reflect the separation of the roles of Chief Executive Officer and Chairman of the Board, the existence of a non-executive Chairman of the Board and the addition of the role of Vice Chairman of the Board. (fc) Effective as At all times prior to the date of January 1, 2013the 2017 Annual Meeting, the Board shall amend Section 1.03 size of the Bylaws to eliminate Board will be not more than sixteen directors. Effective at the final sentence thereof2017 Annual Meeting and until the 2018 Annual Meeting, the size of the Board will be not more than thirteen directors. (gd) From The Company agrees that the date hereof through slate of nominees recommended by the appointment Board in the Company’s proxy statement and on its proxy card relating to the 2017 Annual Meeting shall consist of the New Directors and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Designees and J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and that the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the 2018 Annual Meeting will include the New Directors and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, subject in each case to such nominees (i) promptly providing to the Company all information that the Company is entitled to receive from all directors regarding each of them and is required to be or is customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission (the “SEC”) or any other filings under applicable law or stock exchange rules or listing standards, including consents to be named in the Company’s proxy statement and to serve as a director of the Company if elected, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations and (ii) executing all documents required to be executed by directors nominated for election, such documents to be in substantially the same form as documents executed and provided by directors in connection with the prior year’s annual meeting of shareholders and provided by the Company to Mantle Ridge prior to the date hereof, subject to Section 4 (such conditions, the “Director Nomination Conditions”). Subject to the Director Nomination Conditions, the Company shall use its reasonable best efforts to cause the election of the New Directors at the 2017 Annual Meeting and the 2018 Annual Meeting (including listing such persons in the proxy statement and proxy card prepared, filed and delivered in connection with such meeting and advocating that the Company’s shareholders vote in favor of the election of such individuals along with all other Company nominees (and otherwise supporting each of them for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees)). Except as set forth in Section 4, the Mantle Ridge Group acknowledges that the policies, procedures, processes, codes, rules, standards and guidelines applicable to other directors of the Company, including the Corporate Governance Guidelines, Code of Ethics and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, (as may be amended from time to time, collectively, “Company Policies”) will be applicable to the New Directors as well during their respective terms of service. The Company represents and warrants that all Company Policies currently in effect are publicly available on the Company’s website or have been provided to the Mantle Ridge Group. Except as required by applicable law or stock exchange rules or listing standards, the Company will not alter or adopt any Company Policies or amend its Bylaws in a manner that would materially interfere with the purpose of this Letter Agreement. (e) The Company agrees that the Company’s proxy statement and proxy card relating to the 2017 Annual Meeting (i) shall include the proposal and related disclosure set forth on Exhibit B (the “Proposal”) and (ii) shall not include any statement inconsistent with disclosure set forth on Exhibit B. The Company further agrees that the Mantle Ridge Group will have the opportunity to review the Company’s proxy statement and proxy card and any additional solicitation materials relating to the 2017 Annual Meeting in advance of filing or first use and that the Company will consider in good faith any comments provided by the Mantle Ridge Group. Although the Company does not plan to solicit shareholders on the advisory vote for the Proposal (and will make no solicitation inconsistent with the disclosure set forth on Exhibit B in connection with the 2017 Annual Meeting), the Company will provide information in connection with the Mantle Ridge Group’s efforts to do so upon reasonable request from the Mantle Ridge Group. The Company further agrees that within 15 days following the 2017 Annual Meeting it will make a determination on the Reimbursement (as defined in Exhibit B) and (A) whether to pay $55,000,000 to Mantle Ridge (such payment to be made without deduction or withholding for any taxes and paid in a lump sum within five days of such determination if the determination is to make such payment) and (B) whether to pay ▇▇. ▇▇▇▇▇▇▇▇ $29,000,000 and assume the tax indemnities set forth in Sections 4(c) and 14(b) of the Consulting Agreement entered into between ▇▇. ▇▇▇▇▇▇▇▇ and Mantle Ridge, effective January 18, 2017 (and the Company will agree with ▇▇. ▇▇▇▇▇▇▇▇ in writing to pay ▇▇. ▇▇▇▇▇▇▇▇ such $29,000,000 in a lump sum on or before March 15, 2018 and assume such tax indemnity within five days of such determination if the determination is to make such payment and assume such indemnity). (f) Immediately following the 2017 Annual Meeting, the leadership and composition of committees of the Board shall be as set forth on Exhibit C, and the Company shall maintain such committee leadership and composition until at least the conclusion of the 2018 Annual Meeting. Each director will have access to all Board committee materials and be entitled to attend any and all Board committee meetings at his or her discretion. (g) If prior to the Termination Date, any of the New Directors is unable to serve or to continue to serve as a member of the Board, the Mantle Ridge Group shall be entitled to have another individual appointed to the Board (a “Successor Director”) who (i) is reasonably acceptable to the Governance Committee, acting in good faith, (ii) meets all director independence and other standards of The Nasdaq Stock Market LLC or any successor thereto and the SEC, to serve as a director of the Company in place of such New Director, (iii) is not an advisory board member, partner (other than solely a limited partner), director, officer or employee of the Mantle Ridge Group (other than if filling a vacancy resulting from ▇▇. ▇▇▇▇▇ ceasing to serve on the Board) and (iv) has met the Director Nomination Conditions (with it being understood that (A) the appointment of any individual satisfying the criteria set forth above shall not be unreasonably denied and (B) if a proposed replacement is not appointed to the Board, the Company Mantle Ridge Group shall not enter into be entitled to continue proposing replacements for consideration by the Board) and all references to such New Director, for purposes of this Letter Agreement, shall be deemed references to such Successor Director. (h) If at any new, or modify any existing, employment or severance agreements or arrangements with any time prior to the 2017 Annual Meeting the Mantle Ridge Group’s beneficial ownership of shares of the Company’s officers common stock, par value $1.00 per share (“Common Stock”), is less than 2.0% (the “Minimum Ownership Requirement”) of the outstanding Common Stock (other than as a result of an issuance of shares by the Company or directorssimilar transaction that increases the number of outstanding shares of Common Stock), the Mantle Ridge Group shall (i) promptly notify the Company that the Mantle Ridge Group ceases to satisfy the Minimum Ownership Requirement and (ii) cause ▇▇. ▇▇▇▇▇ to tender his resignation from the Board, any committee thereof and any other position at the Company or any of its subsidiaries. Upon the request of the Company, the Mantle Ridge Group will apprise the Company of its beneficial ownership with respect to the Company’s securities. (i) The Company shall hold the 2017 Annual Meeting as promptly as reasonably practicable but in no event later than June 15, 2017, and shall cooperate with Mantle Ridge in setting a record date with a view to setting a record date, consistent with applicable law and regulation, that seeks to provide shareholders ample time for consideration while also minimizing the number of “empty” shares (i.e., shares that are transferred following the record date and therefore unlikely to be voted). Through the 2017 Annual Meeting, each member of the Mantle Ridge Group will i) cause, in the case of all shares of Common Stock owned of record, such shares and ii) cause the record owner, in the case of all shares of Common Stock beneficially owned but not owned of record, in each case directly or indirectly, by any member of the Mantle Ridge Group and any of its or their affiliates and associates (such terms are defined for purposes of this Letter Agreement as they are defined in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (collectively, the “Mantle Ridge Affiliates”), as of the record date for the 2017 Annual Meeting to cause such shares, (x) to be present for quorum purposes and (y) to be voted in favor of all nominees of the Company in its proxy statement for the 2017 Annual Meeting for election to the Board that are nominated in accordance with and as required by this Letter Agreement. Except as required by applicable law, the Company shall not call or hold any interim special meeting of stockholders prior to the 2017 Annual Meeting. (j) The Company agrees to select five or, to the extent necessary, more of the sets of dates set forth on Exhibit D as the dates of the meetings of the Board in 2017. The Company will seek to minimize conflicts of the Board members in setting the other meetings of the Board through December 31, 2019.

Board Matters. (ai) As promptly as practicable after the execution of this Agreement, but in any event no later than three (3) Business Days following the Effective as of January 1, 2013, pursuant to the powers granted to it under the BylawsDate, the Board and its committees shall create two additional directorshipstake all necessary actions to (A) accept the resignation of one (1) incumbent director, thereby temporarily increasing which resignation shall become effective immediately, (B) increase the size of the Board from six (6) to eight directorships(8) members, and (C) appoint three (3) candidates (collectively, the “Initial New Directors”) to the Board to fill the vacancies resulting from (A) and (B). The candidates for the Initial New Directors shall be selected by the Board from the following members of the Donerail Slate: ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Designees to fill such new directorships▇▇▇▇▇▇▇▇▇▇▇, with initial terms expiring at the Company’s 2013 annual meeting of shareholders (the “2013 Annual Meeting”). (b) The Board shall (i) use reasonable, good faith efforts to encourage the voluntary resignation or retirement of one director of the Company effective no later than March 1, 2013, and (ii) adopt a resolution, effective upon that resignation or retirement, reducing the number of directorships from eight to seven. (c) The Board shall (i) nominate the ▇▇▇▇▇▇▇▇▇ Designees▇. ▇▇▇▇▇▇▇▇▇, including any ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Designee replacement, as applicable, and no more than five additional nominees (together with the ▇. ▇▇▇▇▇▇▇ Designees. As of the Effective Date, the “Donerail Parties have confirmed that each of the foregoing members of the Donerail Slate has consented to serving a full term on the Board, if selected, and to being named as a nominee in the Company’s proxy statement for the 2022 Annual Meeting pursuant to Section 1(a)(ii). The Donerail Parties shall not (i) deter any member of the Donerail Slate from accepting an invitation from the Company Nominees”)to serve on the Board as a director pursuant to this Agreement or from serving a full term if appointed or (ii) incentivize any member of the Donerail Slate to reject an invitation from the Company to serve on the Board as a director pursuant to this Agreement or to fail to serve a full term if appointed. (ii) To the extent permitted by law and otherwise practicable, the Company shall use commercially reasonable efforts to stand include each of the Initial New Directors in the Company’s slate of nominees for election as directors of the Company at the 2013 2022 Annual Meeting and shall recommend and use commercially reasonable efforts to support and solicit proxies for the election of the Initial New Directors at the 2022 Annual Meeting, (ii) recommend in the same manner as it recommends, supports and solicits proxies for the election of all such the Company’s other director nominees. If the Company agrees to nominate the Fourth New Director (as defined below) for election at its 2023 annual meeting of stockholders (the “2023 Annual Meeting”) and the Fourth New Director agrees to be nominated, then the Company shall use commercially reasonable efforts to include each of the New Directors (as defined below) and any Replacement Directors (as defined below) in the Company’s slate of nominees for election as directors of the Company at the 2023 Annual Meeting and shall recommend and use commercially reasonable efforts to support and solicit proxies for the election of the New Directors and Replacement Directors at such Stockholder Meeting, in respect thereof substantially in accordance with its past practicethe same manner as it recommends, supports and solicits proxies for the election of the Company’s other director nominees. (iii) in connection with such nominationPromptly after the 120th day following the Effective Date, adopt a resolution setting the size of the Board at seven directorshipsand its committees shall take all necessary actions to (A) accept the resignation of one (1) director (other than the Initial New Directors and any Replacement Director), which resignation shall become effective no later than immediately following the final adjournment of the 2013 Annual Meetingimmediately, and (ivB) vote appoint one (1) additional director (the Voting Securities represented by all proxies granted by shareholders in connection with “Fourth New Director”) to the solicitation of proxies Board to fill the vacancy resulting from such resignation. The Fourth New Director shall be selected by the Board for such meeting in favor from a list of the Company Nomineescandidates proposed by Donerail Group, except to the extent that the Board or its proxy holder(s) determine such proxies indicate a vote to withhold authority or abstain with respect to any Company Nominee. (d) The Board agrees that if any meeting of shareholders, other than the 2013 Annual Meeting, is to which list shall be held at any time from the date hereof through earlier of the Standstill Termination Date and any violation of Section 3.02, to the extent directors are to be elected or nominated for election at such meeting of shareholders, the Company will nominate the comprised of: ▇▇▇▇▇▇▇ Designees, or any ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Designee replacement(s)▇, as applicableeach of whom must be ready, willing and recommend the election of the able to serve; provided, that if either ▇▇. ▇▇▇▇▇ Designees or any ▇▇▇▇▇▇▇ Designee replacement(s) and solicit proxies in respect thereof substantially in accordance with its past practice. (e) At the Board meeting at which the ▇▇▇▇▇▇▇ Designees are first elected as members of the Board, the Board shall appoint ▇▇. ▇▇▇▇▇▇▇ cannot serve or will not be able to serve as a director, then Donerail Group will propose additional candidates for the Board to consider such that there are at least two (2) candidates ready, willing and able to serve a full term on the Board who are available for consideration. (iv) Promptly following the appointment of the Fourth New Director, the Board and its committees shall (A) take all necessary actions to expand the size of the Board from eight (8) to nine (9) members and (B) use commercially reasonable efforts to identify and appoint one (1) additional director (the “Fifth New Director” and collectively with the Initial New Directors and the Fourth New Director, the “New Directors”) to the Audit Board to fill the vacancy resulting from such expansion. The Fifth New Director shall be mutually agreed upon by the Board and Donerail Group, each cooperating in good faith. If the Parties cannot agree on the Fifth New Director within the four (4) weeks immediately following the appointment of the Fourth New Director, then Donerail Group shall propose a list of three (3) new candidates for the Board to choose from. Each of such candidates shall satisfy the criteria set forth in Section 1(a)(v) and be independent from and not be affiliated with any Donerail Party. If none of such candidates is reasonably acceptable to the Board, then the Board and Donerail Group will each have the right to propose additional candidates and shall consider such additional candidates in good faith, until a reasonably acceptable candidate is approved by the Company and Donerail Group as the Fifth New Director. (v) Each of the New Directors and any Replacement Directors shall (A) satisfy the independence standard of Nasdaq, the requirements of the Articles of Incorporation of the Company, as amended (as may be further amended from time to time, the “Charter”), the Bylaws of the Company, as amended (as may be further amended from time to time, the “Bylaws”) and other Company Policy (as defined below), and any applicable law, (B) possess the relevant financial and business experience to be a director of the Company, and (C) enable the Company to continue to meet any applicable board diversity objective. (vi) As a condition to being appointed to the Board, each of the New Directors and any Replacement Directors will have participated in reasonable customary procedures for new director candidates and received a favorable recommendation from the Nominating and Governance Committee of the Board (the “Nominating Committee”), such recommendation not to be unreasonably withheld. Such procedures include (A) providing information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence, and ▇▇. ▇▇▇▇▇▇ other criteria applicable to directors or satisfying compliance and legal obligations, and a fully completed and executed copy of the Company’s director candidate questionnaire (substantially in the form completed by the Company’s incumbent non-management directors), in each case, as promptly as necessary to enable the timely filing of the Company’s proxy statement and other periodic reports with the Securities and Exchange Commission (the “SEC”), (B) agreeing to comply at all times with the Company Policies, and (C) consenting to appropriate background checks comparable to those undergone by other non-management directors of the Company. (vii) Each Party acknowledges that the New Directors and any Replacement Directors shall be governed by all of the same policies, processes, procedures, codes, rules, standards and guidelines applicable to members of the Board (collectively, the “Company Policies”), and will be required to strictly adhere to the Compensation Committee Company’s policies on confidentiality imposed on all members of the Board. (fviii) Effective Until the Termination Date (as of January 1, 2013defined below), the Board shall amend Section 1.03 not increase the size of the Bylaws Board to eliminate greater than nine (9) directors without the final sentence thereof. (g) From unanimous consent of all the date hereof through the appointment members of the ▇▇▇▇▇▇▇ Designees to the Board, the Company shall not enter into any new, or modify any existing, employment or severance agreements or arrangements with any of the Company’s officers or directors.

Board Matters. (ai) Effective as upon the execution of January 1, 2013, pursuant to the powers granted to it under the Bylawsthis Agreement, the Board shall create two additional directorships, thereby temporarily increasing the size and all applicable committees of the Board from six shall take all necessary actions to eight directorships, and appoint (A) accept the ▇▇▇▇▇▇▇ Designees to fill such new directorships, with initial terms expiring at the Company’s 2013 annual meeting resignations tendered by each of shareholders (the “2013 Annual Meeting”). (b) The Board shall (i) use reasonable, good faith efforts to encourage the voluntary resignation or retirement of one director of the Company effective no later than March 1, 2013, and (ii) adopt a resolution, effective upon that resignation or retirement, reducing the number of directorships from eight to seven. (c) The Board shall (i) nominate the ▇▇▇▇▇▇▇ Designees, including any ▇▇▇▇▇▇▇ Designee replacement, as applicable, and no more than five additional nominees (together with the ▇▇▇▇▇▇▇ Designees, the “Company Nominees”), to stand for election as directors of the Company at the 2013 Annual Meeting, (ii) recommend the election of all such nominees and solicit proxies in respect thereof substantially in accordance with its past practice, (iii) in connection with such nomination, adopt a resolution setting the size of the Board at seven directorships, effective no later than immediately following the final adjournment of the 2013 Annual Meeting, and (iv) vote the Voting Securities represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board for such meeting in favor of the Company Nominees, except to the extent that the Board or its proxy holder(s) determine such proxies indicate a vote to withhold authority or abstain with respect to any Company Nominee. (d) The Board agrees that if any meeting of shareholders, other than the 2013 Annual Meeting, is to be held at any time from the date hereof through earlier of the Standstill Termination Date and any violation of Section 3.02, to the extent directors are to be elected or nominated for election at such meeting of shareholders, the Company will nominate the ▇▇▇▇▇▇▇ Designees, or any ▇▇▇▇▇▇▇ Designee replacement(s), as applicable, and recommend the election of the ▇▇▇▇▇▇▇ Designees or any ▇▇▇▇▇▇▇ Designee replacement(s) and solicit proxies in respect thereof substantially in accordance with its past practice. (e) At the Board meeting at which the ▇▇▇▇▇▇▇ Designees are first elected as members of the Board, the Board shall appoint ▇▇. ▇▇▇▇▇▇ to the Audit Committee of the Board ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ to the Compensation Committee of the Board. (f) Effective as of January 1, 2013, the Board shall amend Section 1.03 of the Bylaws to eliminate the final sentence thereof. (g) From the date hereof through the appointment of the ▇▇▇▇▇▇▇▇ Designees (together, the “Knowltons”) as directors of the Company, who the Company hereby represents have submitted, or shall no later than the date hereof submit, letters of resignation to the Board that will become effective immediately prior to the appointment of the New Directors (as defined below) and (B) appoint ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Non-Indaba Designee”) to the Board as a Class III director and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Indaba Designee” and together with the Non-Indaba Designee, the “New Directors”) to the Board as a Class III director. Notwithstanding that the New Directors will be appointed as Class III directors with terms expiring at the 2025 annual meeting of stockholders (the “2025 Annual Meeting”), the New Directors intend to voluntarily stand for election at the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”) and 2024 annual meeting of stockholders. (ii) During the period commencing on the Effective Date through the end of the 2023 Annual Meeting, the size of the Board shall not exceed nine (9) members without the prior written consent of Indaba (such consent not to be unreasonably withheld, conditioned or delayed). (iii) Effective upon the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to (A) appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the independent Chair of the Board and (B) eliminate the role of Lead Independent Director of the Board. (iv) Following the Effective Date, Mr. A ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will continue to serve on the Board as an independent director until the earlier of (x) the appointment of a third, new independent director designated by Indaba, who is racially or ethnically diverse, subject to the Board’s approval, which is not to be unreasonably withheld and (y) December 31, 2022, at which time he will voluntarily resign from the Company shall Board (with such resignation not enter into any newto be unreasonably withheld, conditioned or modify any existing, employment or severance agreements or arrangements with any of the Company’s officers or directorsdelayed).