8. Definitions. For purposes of this Agreement:
(a) the term Affiliate has the meaning set forth in
Rule 12b-2 promulgated by the SEC under the Exchange Act; provided, that none of the Company or its Affiliates or Representatives, on the one hand, and the Elliott Parties and their Affiliates or
Representatives, on the other hand, shall be deemed to be Affiliates with respect to the other for purposes of this Agreement; provided, further, that Affiliates of a person shall not include any entity, solely
by reason of the fact that one or more of such persons employees or principals serves as a member of its board of directors or similar governing body, unless such person otherwise controls such entity (as the term control is
defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); provided, further, that with respect to the Elliott Parties Affiliates shall not include any portfolio operating
company of any of the Elliott Parties or their Affiliates;
(b) the terms beneficial ownership
and beneficially own have the respective meanings set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act;
(c) the term Claims means all actions, rights, claims, proceedings, damages and liabilities of any
kind or nature, whether in law or equity, known or unknown;
(d) the term Company Releasor means
the Company and each of its Affiliates, each of its and their respective Representatives, each of the successors and assigns of each of the foregoing, and any other person that may claim by, through or under any of them;
(e) the term Elliott Releasor means each Elliott Party and each of its Affiliates, each of its and
their respective Representatives, each of the successors and assigns of each of the foregoing, and any other person that may claim by, through or under any of them;
(f) the term Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated by the SEC thereunder;
(g) the term Expiration Date means the date that
is thirty (30) days prior to the last date of the time period established pursuant to the Bylaws for the Companys stockholders to deliver notice of non-proxy access nominations for directors in
connection with the 2021 Annual Meeting;
(h) the terms person or persons
mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate,
trust, association, organization or other entity of any kind or nature;
(i) the term Qualified
Candidate means an individual who (i) qualifies as independent of the Company under all applicable listing standards, applicable rules of the SEC and publicly disclosed standards used by the Board in determining the independence of
the Companys directors, (ii) is not an employee, officer, director, principal, general partner, manager or other agent of an Elliott Party or of any Affiliate of an Elliott Party, (iii) is not a limited partner, member or other
investor (unless such investment has been disclosed to the Company) in any Elliott Party or any Affiliate of an Elliott Party, (iv) does not have any agreement, arrangement or understanding, written or oral, with any Elliott Party or any
Affiliate of an Elliott Party regarding such persons service as a director on the Board and (iv) meets all other qualifications required for service as a director set forth in the Bylaws and the Companys Corporate Governance
Guidelines;
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