Page 25 of 27 – SEC Filing The Agreement also
provides that if any New Appointee, including any replacement(s) thereof, is unable or unwilling to serve as a director, resigns
as a director or is removed as a director prior to the expiration of the Standstill Period and at such time and at all times since
the date of the Agreement Starboard beneficially owns at least the lesser of (i) three percent (3.0%) of the Issuer’s then
outstanding Shares and (ii) 18,952,038 Shares (subject to adjustment for stock splits, reclassifications, combinations and similar
adjustments) (such lesser amount, the “Minimum Ownership Threshold”), then Starboard has the ability to recommend a
substitute person to serve on the Board (including any committee(s) or subcommittee(s), as applicable), who meets certain criteria,
in accordance with the terms of the Agreement. Additionally, if the Mutual Independent Appointee (or any replacement thereof) is
unable or unwilling to serve as a director, resigns as a director or is removed as a director prior to the expiration of the Standstill
Period and at such time and at all times since the date of the Agreement Starboard meets the Minimum Ownership Threshold, then
the Board will appoint one (1) candidate to the Board from the Mutual Independent Appointee List (as may be supplemented from time
to time by mutual agreement of Starboard and the Issuer); provided, however, in the event that Starboard initially designated the
Mutual Independent Appointee in accordance with the terms of the Agreement, then Starboard will be entitled to designate a replacement
candidate from the Mutual Independent Appointee List.
Pursuant to the terms
of the Agreement, the Issuer agreed that in the event that the 2018 Annual Meeting is not held by December 4, 2018, the Board will
accept the resignation tendered by Robert S. Miller and immediately appoint to the Board Mr. Hill as the Additional Independent
Appointee, who shall stand for election to the Board at the 2018 Annual Meeting, together with the Initial Appointees and the Continuing
Directors. The Issuer further agreed that in the event that the 2018 Annual Meeting is not held by January 4, 2019, the Board will
accept the resignation tendered by Geraldine B. Laybourne and immediately appoint to the Board the Mutual Independent Appointee,
who shall be designated by Starboard, in its sole discretion, from the Mutual Independent Appointee List and who shall stand for
election to the Board at the 2018 Annual Meeting, together with the New Appointees and the Continuing Directors.
Pursuant to the terms
of the Agreement, Starboard agreed, among other things: (i) to withdraw its nominations for the 2018 Annual Meeting and not nominate
or recommend any person for election at the 2018 Annual Meeting; (ii) not to submit any proposal for consideration at, or bring
any other business before, the 2018 Annual Meeting; (iii) not to initiate, encourage or participate in any “vote no,”
“withhold” or similar campaign with respect to the 2018 Annual Meeting; and (iv) to appear in person or by proxy at
the 2018 Annual Meeting and vote all Shares beneficially owned by Starboard (a) in favor of the Issuer’s nominees, including
the Continuing Directors, the Initial Appointees, the Additional Independent Appointee, if applicable, and the Mutual Independent
Appointee, if applicable, (b) in favor of the ratification of the appointment of KPMG LLP as the Issuer’s independent registered
public accounting firm for the 2019 fiscal year, (c) in accordance with the Board’s recommendation with respect to the
Issuer’s “say-on-pay” proposal, and (d) in accordance with the Board’s recommendation with respect
to any other Issuer proposal or stockholder proposal presented at the 2018 Annual Meeting; provided, however, that in the event
Institutional Shareholder Services Inc. (ISS) or Glass Lewis & Co., LLC (Glass Lewis) recommends otherwise with respect
to the Issuer’s “say-on-pay” proposal or any other Issuer proposal or stockholder proposal presented at the 2018
Annual Meeting (other than proposals relating to the election of directors), Starboard shall be permitted to vote in accordance
with the ISS or Glass Lewis recommendation.
Starboard also agreed
to certain customary standstill provisions, effective as of the date of the Agreement through the earlier of (i) fifteen (15) business
days prior to the deadline for the submission of stockholder nominations for the Issuer’s 2019 annual meeting of stockholders
pursuant to the Issuer’s Bylaws or (ii) ninety (90) days prior to the first anniversary of the 2018 Annual Meeting (the “Standstill
Period”). The standstill provisions generally prohibit Starboard from taking specified actions with respect to the Issuer
and its securities, including, among others: (i) soliciting or participating in the solicitation of proxies; (ii) joining any “group”
or becoming party to any voting arrangement or agreement; (iii) seeking or knowingly encouraging others to submit nominations for
election or removal of directors; (iv) making stockholder proposals or offers with respect to mergers, acquisitions and other business
combinations; or (v) seeking Board representation other than as provided in the Agreement.
25
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The Agreement also
provides that if any New Appointee, including any replacement(s) thereof, is unable or unwilling to serve as a director, resigns
as a director or is removed as a director prior to the expiration of the Standstill Period and at such time and at all times since
the date of the Agreement Starboard beneficially owns at least the lesser of (i) three percent (3.0%) of the Issuer’s then
outstanding Shares and (ii) 18,952,038 Shares (subject to adjustment for stock splits, reclassifications, combinations and similar
adjustments) (such lesser amount, the “Minimum Ownership Threshold”), then Starboard has the ability to recommend a
substitute person to serve on the Board (including any committee(s) or subcommittee(s), as applicable), who meets certain criteria,
in accordance with the terms of the Agreement. Additionally, if the Mutual Independent Appointee (or any replacement thereof) is
unable or unwilling to serve as a director, resigns as a director or is removed as a director prior to the expiration of the Standstill
Period and at such time and at all times since the date of the Agreement Starboard meets the Minimum Ownership Threshold, then
the Board will appoint one (1) candidate to the Board from the Mutual Independent Appointee List (as may be supplemented from time
to time by mutual agreement of Starboard and the Issuer); provided, however, in the event that Starboard initially designated the
Mutual Independent Appointee in accordance with the terms of the Agreement, then Starboard will be entitled to designate a replacement
candidate from the Mutual Independent Appointee List.
Pursuant to the terms
of the Agreement, the Issuer agreed that in the event that the 2018 Annual Meeting is not held by December 4, 2018, the Board will
accept the resignation tendered by Robert S. Miller and immediately appoint to the Board Mr. Hill as the Additional Independent
Appointee, who shall stand for election to the Board at the 2018 Annual Meeting, together with the Initial Appointees and the Continuing
Directors. The Issuer further agreed that in the event that the 2018 Annual Meeting is not held by January 4, 2019, the Board will
accept the resignation tendered by Geraldine B. Laybourne and immediately appoint to the Board the Mutual Independent Appointee,
who shall be designated by Starboard, in its sole discretion, from the Mutual Independent Appointee List and who shall stand for
election to the Board at the 2018 Annual Meeting, together with the New Appointees and the Continuing Directors.
Pursuant to the terms
of the Agreement, Starboard agreed, among other things: (i) to withdraw its nominations for the 2018 Annual Meeting and not nominate
or recommend any person for election at the 2018 Annual Meeting; (ii) not to submit any proposal for consideration at, or bring
any other business before, the 2018 Annual Meeting; (iii) not to initiate, encourage or participate in any “vote no,”
“withhold” or similar campaign with respect to the 2018 Annual Meeting; and (iv) to appear in person or by proxy at
the 2018 Annual Meeting and vote all Shares beneficially owned by Starboard (a) in favor of the Issuer’s nominees, including
the Continuing Directors, the Initial Appointees, the Additional Independent Appointee, if applicable, and the Mutual Independent
Appointee, if applicable, (b) in favor of the ratification of the appointment of KPMG LLP as the Issuer’s independent registered
public accounting firm for the 2019 fiscal year, (c) in accordance with the Board’s recommendation with respect to the
Issuer’s “say-on-pay” proposal, and (d) in accordance with the Board’s recommendation with respect
to any other Issuer proposal or stockholder proposal presented at the 2018 Annual Meeting; provided, however, that in the event
Institutional Shareholder Services Inc. (ISS) or Glass Lewis & Co., LLC (Glass Lewis) recommends otherwise with respect
to the Issuer’s “say-on-pay” proposal or any other Issuer proposal or stockholder proposal presented at the 2018
Annual Meeting (other than proposals relating to the election of directors), Starboard shall be permitted to vote in accordance
with the ISS or Glass Lewis recommendation.
Starboard also agreed
to certain customary standstill provisions, effective as of the date of the Agreement through the earlier of (i) fifteen (15) business
days prior to the deadline for the submission of stockholder nominations for the Issuer’s 2019 annual meeting of stockholders
pursuant to the Issuer’s Bylaws or (ii) ninety (90) days prior to the first anniversary of the 2018 Annual Meeting (the “Standstill
Period”). The standstill provisions generally prohibit Starboard from taking specified actions with respect to the Issuer
and its securities, including, among others: (i) soliciting or participating in the solicitation of proxies; (ii) joining any “group”
or becoming party to any voting arrangement or agreement; (iii) seeking or knowingly encouraging others to submit nominations for
election or removal of directors; (iv) making stockholder proposals or offers with respect to mergers, acquisitions and other business
combinations; or (v) seeking Board representation other than as provided in the Agreement.
| 25 |
