Common use of Global Value Director Clause in Contracts

Global Value Director. If at any time during the Restricted Period (i) the Global Value Director is no longer serving on the Board due to death or disability or resigns as a director or otherwise ceases to be a director for any reason and (ii) at such time the Global Value Group beneficially owns shares of Company’s common stock (which shares are determined to be Net Long Shares (as defined below)) representing in the aggregate more than the Ownership Threshold, then the Global Value Group may identify and propose a replacement therefor (and will consider in good faith any proposed replacements suggested by Company), which the Board will, in good faith, accept or reject, and if there is such a rejection, the Global Value Group shall have the right to continue to identify and propose replacement candidates until a replacement is agreed upon (any such replacement, a “Replacement Nominee”). Any Replacement Nominee must meet the Independence Criteria. Upon becoming a member of the Board, the Replacement Nominee will succeed to all of the rights and privileges, and will be bound by the terms and conditions, of this Agreement applicable to the Global Value Director.