Page 9 of 25 – SEC Filing
Shareholder Designee agrees to serve, at the 2019 Annual Meeting (including, for each of the 2018 Annual Meeting and the 2019 Annual Meeting, recommending that the Companys shareholders vote in favor of the election of the Shareholder Designee (along with all of the Companys nominees) and otherwise supporting the Shareholder Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).
(d) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board will take all action necessary to appoint the Shareholder Designee as a member of the Nominating and Corporate Governance Committee of the Board (the N&G Committee).
(e) At all times while serving as a member of the Board, the Shareholder Designee shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Code of Business Conduct and Ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees.
(f) The Company agrees that the Shareholder Designee shall receive the same benefits of director and officer insurance and any indemnity and exculpation arrangements available generally to the Companys directors. The Company will execute a director indemnification agreement in favor of the Shareholder Designee upon his or her appointment to the Board, in a form substantially the same as that executed in favor of the Boards current members. The Shareholder Designee has waived any right to receive compensation for service as a director of the Company pursuant to the Companys director compensation policy, including any stock or cash compensation.
(g) Should the Shareholder Designee be rendered unable to serve on the Board at any time, the Company shall, at the request of Shareholder, add as a member of the Board a replacement that is selected by Shareholder and approved by the Board (a Replacement), such approval not to be unreasonably withheld, delayed or conditioned. Any such Replacement who becomes a Board member in replacement of the Shareholder Designee shall be deemed to be the Shareholder Designee for all purposes under this Agreement, and the Replacement, prior to his or her appointment to the Board, shall be required to provide to the Company equivalent Nomination Documents and meet with representatives of the Nominating and Corporate Governance Committee of the Board in accordance with the practices of the Board and the Nominating and Corporate Governance Committee.
(h) If at any time after the date hereof, Shareholder, together with all controlled Affiliates of the members of Shareholder (such controlled Affiliates, collectively and individually, the Shareholder Affiliates), ceases collectively to Beneficially Own, an aggregate of at least 5% of the number of shares of Common Stock then outstanding, the Resignation Letter previously provided by the Shareholder
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