definiens: within the meaning of Rule 14d-10(d)(2 ) under the Exchange Act and theinstructions thereto ( ) . The Company Board, at a meeting duly called and held, has determined thateach of the members of the Compensation Committee of the Company Board is an Independent Director . On or prior to thedate hereof, the Compensation Committee of the Company Board, at a meeting duly called and held, approved each CompanyCompensation Arrangement as an within themeaning of Rule 14d-10(d)(1 ) under the Exchange Act, and has taken all other action necessary to satisfy the requirements ofthe non - exclusive safe - harbor with respect to such Company Compensation Arrangements in accordance to Rule 14d-10(d)(2)under the Exchange Act . For purposes of this Agreement, means ( i ) any employmentagreement, severance agreement or change of control agreement between the Company or any Company Subsidiary, on theone hand, and any holder of Shares who is or was a director, officer or employee of the Company or any Company Subsidiary, on the other hand, entered into during the eighteen ( 18 ) months immediately prior to the date hereof, and ( ii ) any CompanyOptions or Restricted Stock Units awarded to, or any acceleration of vesting of any Company Options or Restricted StockUnits held by, any holder of Shares who is or was a director, officer or employee of the Company or any Company Subsidiaryduring the eighteen ( 18 ) months immediately prior to the date hereof