Billionaire Jeffrey Ubben, ValueAct Capital Disclose Latest Activist Play

Page 12 of 14 – SEC Filing

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CUSIP NO. 896522109 Page 12 of 16
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which any such early termination applies) at a price equal to the Forward
Price, as set forth in Item 5 (c) (“Physical Settlement”), or (ii) pay to
the Counterparty the product of (x) the Number of Forward Shares multiplied
by (y) the Forward Price minus the arithmetic mean of the volume-weighted
average price per share for each trading day during a period (the length of
which period shall be the number of trading days over which one-fifth of the
average daily trading volume for the 30 consecutive calendar days immediately
preceding the Valuation Date would aggregate to the Number of Forward Shares)
following the Valuation Date of July 3, 2017 (or earlier if such Forward
Transaction is terminated early in accordance with its terms), if such amount
is positive, or receive from the Counterparty the absolute value of such
amount if such amount is negative (“Cash Settlement”).

A financing charge based on a spread over LIBOR will be added to the
amount, if any, owing by ValueAct Master Fund to the Counterparty pursuant to
Cash Settlement or Physical Settlement or subtracted from the amount, if any,
owing by the Counterparty to ValueAct Master Fund pursuant to Cash
Settlement, and an amount equal to the value of any dividends paid in respect
of the Number of Forward Shares for which the record date occurs during the
term of the applicable Forward Transaction will be subtracted from the
amount, if any, owing by ValueAct Master Fund to the Counterparty pursuant to
Cash Settlement or Physical Settlement or added to the amount, if any, owing
by the Counterparty to ValueAct Master Fund pursuant to Cash Settlement.

Under the terms of the Master Confirmation, ValueAct Master Fund shall
have the option to elect Physical Settlement or Cash Settlement for the
Forward Transactions, but Physical Settlement, which is the default
settlement method, shall only be available if the receipt of such shares by
ValueAct Master Fund would not violate the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the “HSR Condition”). If, on the
Settlement Date, the HSR Condition is not satisfied and ValueAct Master Fund
has not elected Cash Settlement, the Settlement Date automatically will be
postponed until the HSR Condition is satisfied.

ValueAct Master Fund has the right to elect early termination of the
Forward Transactions, in whole or in part, at any time, and the Counterparty
has the right to elect early termination of the Forward Transactions, in
whole or in part, upon 90 calendar days’ prior written notice to ValueAct
Master Fund.

The Forward Transactions do not give the Reporting Persons direct or
indirect voting, investment or dispositive control over any securities of the
Issuer and do not require the Counterparty to acquire, hold, vote or dispose
of any securities of the Issuer. Accordingly, the Reporting Persons disclaim
any beneficial ownership of any shares of Common Stock that may be referenced
in such contracts and of any shares of Common Stock or other securities or
financial instruments that may be held from time to time by the Counterparty.

The Reporting Persons may, from time to time, enter into and dispose
of swaps, options or other derivative transactions with one or more
counterparties that are based upon the value of shares of the Common Stock,
which transactions may be significant in amount. The profit, loss and/or
return on such contracts may be wholly or partially dependent on the market
value of the shares of the Common Stock.