Page 12 of 24 – SEC Filing
which may be conducted by JANA in respect of the 2018
annual meeting of stockholders of the Issuer (the “2018 Annual Meeting“). Pursuant to each Nominee
Agreement, JANA has agreed to pay the costs of soliciting proxies in connection with the 2018 Annual Meeting, and to defend
and indemnify each Potential Nominee against, and with respect to, any losses that may be incurred by them in the event they
become a party to litigation based on their nomination as a candidate for election to the Issuer’s board and the solicitation
of proxies in support of their election. Each Potential Nominee received compensation under the Nominee Agreement in the
amount of $100,000, and an additional $50,000 in the event of his or her appointment or election. Each Potential Nominee
agreed to hold Shares with a market-value equal to $150,000 (adjusted for taxes) as of the date of his or her appointment,
subject to certain exceptions, until the later of when such Potential Nominee is no longer a director of the Issuer and three
years. A copy of the form of the Nominee Agreement is attached as Exhibit B and is incorporated by reference
herein.
JANA also entered into a consulting agreement
(the “Consulting Agreement“) with each of Ms. Dietz and Mr. Bittman (each a “Consultant“) pursuant
to which they each agreed to provide analysis of the Issuer and certain related services. JANA shall pay each Consultant a one-time
fee in the amount of $90,000. The Consulting Agreement permits each Consultant to buy Shares as long as they each agree to hold
such Shares until the earlier of (i) the conclusion of the 2018 Annual Meeting or (ii) the termination of the Proxy Solicitation.
A copy of the form of the Consulting Agreement is attached as Exhibit C and is incorporated by reference herein.
JANA beneficially owns 35,350 call options
for 3,535,000 Shares with strike prices ranging from $27.00 – $28.00 and which expire on May 19, 2017.
Except as otherwise set forth herein
and the joint filing agreement attached hereto as Exhibit D, the Reporting Persons have no contracts, arrangements, understandings
or relationships with any person with respect to the securities of the Issuer.
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS. |
| Exhibit A: | Transactions in the Shares During the Last 60 Days. |
| Exhibit B: | Form of Nominee Agreement |
| Exhibit C: | Form of Consulting Agreement |
| Exhibit D: | Joint Filing Agreement, dated April 10, 2017 |
