Common use of Value Creation Committee Clause in Contracts

Value Creation Committee. At the first meeting of the Board following the 2015 Annual Meeting, the Board shall create a Value Creation Committee (the “Value Creation Committee”) to, among other things, review the Company’s business, operations, capital allocations and strategy and to make recommendations to the Board on these issues. The Board shall establish the Charter for the Value Creation Committee in the form attached hereto as Exhibit A. The Value Creation Committee shall remain in effect during the Standstill Period and, if the Board determines, thereafter. The Value Creation Committee shall be comprised solely of members of the Board who qualify as “independent” pursuant to the standards of Nasdaq. The Value Creation Committee shall be co-chaired by ▇▇. ▇▇▇▇▇▇▇ and Van ▇. ▇▇▇▇▇▇▇▇▇; the other member of the Value Creation Committee shall be ▇▇. ▇▇▇▇▇▇ (or, in the event ▇▇. ▇▇▇▇▇▇ is unable to serve on the Board at any time during the Standstill Period, an additional director as mutually agreed upon by the Board and the Stadium Capital Group; provided that, for the avoidance of doubt, the Value Creation Committee will continue with two members until ▇▇. ▇▇▇▇▇▇ or the additional director is appointed). During the Standstill Period, the Value Creation Committee (i) shall have no more than three (3) members, one of whom shall be designated by the Stadium Capital Group and (ii) shall have two (2) co-chairs, one of whom shall be designated by the Stadium Capital Group. The Value Creation Committee shall have the authority to (a) review the Company’s business, strategy, performance and market conditions, (b) explore profit enhancement opportunities for the Company’s business, (c) develop an operating improvement plan for the Company’s business, (d) identify possible areas of value creation for the Company’s business and its stockholders and (e) retain independent financial advisors and consultants at the expense of the Company to advise and assist the Value Creation Committee in considering these issues. The Value Creation Committee shall also have the authority to make recommendations or proposals to the full Board for consideration by the Board.

Value Creation Committee. At the first meeting of the Board following the 2015 Annual Meeting, the Board shall create a Value Creation Committee (the “Value Creation Committee”) to, among other things, review the Company’s business, operations, capital allocations and strategy and to make recommendations to the Board on these issues. The Board shall establish the Charter for the Value Creation Committee in the form attached hereto as Exhibit A. The Value Creation Committee shall remain in effect during the Standstill Period and, if the Board determines, thereafter. The Value Creation Committee shall be comprised solely of members of the Board who qualify as “independent” pursuant to the standards of Nasdaq. The Value Creation Committee shall be co-chaired by ▇M▇. ▇▇▇▇▇▇▇ and Van ▇. B. ▇▇▇▇▇▇▇▇▇; the other member of the Value Creation Committee shall be ▇M▇. ▇▇▇▇▇▇ (or, in the event ▇M▇. ▇▇▇▇▇▇ is unable to serve on the Board at any time during the Standstill Period, an additional director as mutually agreed upon by the Board and the Stadium Capital Group; provided that, for the avoidance of doubt, the Value Creation Committee will continue with two members until ▇M▇. ▇▇▇▇▇▇ or the additional director is appointed). During the Standstill Period, the Value Creation Committee (i) shall have no more than three (3) members, one of whom shall be designated by the Stadium Capital Group and (ii) shall have two (2) co-chairs, one of whom shall be designated by the Stadium Capital Group. The Value Creation Committee shall have the authority to (a) review the Company’s business, strategy, performance and market conditions, (b) explore profit enhancement opportunities for the Company’s business, (c) develop an operating improvement plan for the Company’s business, (d) identify possible areas of value creation for the Company’s business and its stockholders and (e) retain independent financial advisors and consultants at the expense of the Company to advise and assist the Value Creation Committee in considering these issues. The Value Creation Committee shall also have the authority to make recommendations or proposals to the full Board for consideration by the Board.