Page 40 of 42 – SEC Filing
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On January 17, 2018,
the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons
agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer,
(b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting
(the “Solicitation”), and (c) Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard Papa LLC and Starboard
Value LP through the Starboard Value Account agreed to bear all expenses incurred in connection with the Solicitation, including
approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations.
The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Pursuant to letter
agreements, Starboard V&O Fund and its affiliates have agreed to indemnify each of Misses. Cranston and Makov and Messrs. Khazam,
Lacey, Olson, Titinger and Waters against any and all claims of any nature arising from the Solicitation and any related transactions. A
form of the indemnification letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Pursuant to letter
agreements, Starboard V&O Fund has agreed to compensate Misses. Cranston and Makov and Messrs. Khazam, Lacey, Olson,
Titinger and Waters for being named as and serving as Nominees for election as directors of the Issuer (the “Compensation
Letter Agreements”). Under the Compensation Letter Agreements, Starboard V&O Fund has agreed to pay each
of Misses. Cranston and Makov and Messrs. Khazam, Lacey, Olson, Titinger and Waters (i) $25,000 in cash upon submission of the
Nomination Letter to the Issuer and (ii) $25,000 in cash upon the filing of a definitive proxy statement with the Securities and
Exchange Commission by Starboard Value LP or its affiliates relating to the Solicitation.
Pursuant to the Compensation
Letter Agreements, each of Misses. Cranston and Makov and Messrs. Khazam, Lacey, Olson, Titinger and Waters agreed to use the after-tax
proceeds from such compensation to acquire securities of the Issuer (the “Nominee Shares”) at such time that Misses.
Cranston and Makov and Messrs. Khazam, Lacey, Olson, Titinger and Waters shall determine but in any event no later than fourteen
(14) days after receipt of such compensation, subject to Starboard’s right to waive the requirement to purchase the Nominee
Shares. If elected or appointed to serve as a director of the Board, each of Misses. Cranston and Makov and Messrs.
Khazam, Lacey, Olson, Titinger and Waters agreed not to sell, transfer or otherwise dispose of any Nominee Shares until the earliest
to occur of (i) the Issuer’s appointment or nomination of such Nominee as a director of the Issuer, (ii) the date of any
agreement with the Issuer in furtherance of such Nominee’s nomination or appointment as a director of the Issuer, (iii) Starboard’s
withdrawal of its nomination of such Nominee for election as a director of the Issuer, and (iv) the date of the Annual Meeting;
provided, however, in the event that the Issuer enters into a business combination with a third party, each of Misses. Cranston
and Makov and Messrs. Khazam, Lacey, Olson, Titinger and Waters may sell, transfer or exchange the Nominee Shares in accordance
with the terms of such business combination. A form of the Compensation Letter Agreement is attached hereto as Exhibit
99.4 and is incorporated herein by reference.
As previously disclosed
in the Schedule 13D, Starboard V&O Fund purchased in the over-the-counter market European-style call options referencing an
aggregate of 460,000 Shares (representing less than 1% of the outstanding Shares) having an aggregate purchase price of $11,416,326
(the “Call Options”). The Call Options have a strike price of $25.00 per Share and expire on February 28, 2018. The
Call Options are not exercisable until the expiration date, and accordingly, the Reporting Persons do not have voting or dispositive
control over the Shares underlying the Call Options until and unless exercised on such date.
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