definiens: as defined in Rule4200(a)(15 ) of the Nasdaq Marketplace Rules and eligible to serve on the Compensation Committee under the ExchangeAct and all applicable Marketplace Rules of the NASDAQ Global Select Market . On or prior to the date hereof, theCompensation Committee, at a meeting duly called and held or by a duly executed action by unanimous written consent, approved each Company Compensation Arrangement as an within the meaning of Rule 14d- 10(d ) ( 1 ) under the Exchange Act ( an ), and has taken all other action necessary to satisfy the requirements of the non - exclusivesafe harbor with respect to such Company Compensation Arrangements in accordance with Rule 14d-10(d)(2 ) under theExchange Act . All amounts payable under each Company Compensation Arrangement ( i ) are being paid or granted ascompensation for past services performed, future services to be performed, or future services to be refrained fromperforming ( and matters incidental thereto ) and ( ii ) are not calculated based on the number of shares tendered or to betendered into the Offer by the applicable holder or holders of Company Shares