DIRECTORS AND
CONTINUE TO HOLD SUCH POSITIONS FOR THE ENTIRE TIME THE MDS PARTIES, OR THE
PURCHASERS, AS THE CASE MAY BE (TOGETHER WITH THEIR RESPECTIVE AFFILIATES AND
SUBSIDIARIES) HOLD THE MINIMUM NUMBER OF SHARES OF COMMON STOCK SPECIFIED IN THE
FIRST SENTENCES OF SUCH SUBPARAGRAPHS, THE COMPANY SHALL CAUSE THE EXECUTION AND
DELIVERY OF A NOMINEE VOTING COMMITMENT IN THE FORM ATTACHED HERETO AS EXHIBIT G
BY EACH OF THE PERSONS NAMED THEREIN.
THE PURCHASERS, TOGETHER WITH THE PERSONS
NAMED HEREIN AS SIGNATORIES TO THE NOMINEE VOTING COMMITMENTS, COLLECTIVELY OWN
OR CONTROL AT LEAST 42.0% OF THE OUTSTANDING VOTING STOCK OF THE COMPANY AS OF
THE DATE HEREOF.
FURTHER, EACH OF THE PURCHASERS HEREBY UNCONDITIONALLY AND
IRREVOCABLY COVENANTS AND AGREES TO VOTE ALL SHARES OF VOTING STOCK OF THE
COMPANY NOW OR AT ANY TIME OWNED OR CONTROLLED BY SUCH PURCHASER AT ANY REGULAR
OR SPECIAL MEETING OF THE SHAREHOLDERS OF THE COMPANY AT WHICH DIRECTORS OF THE
COMPANY ARE TO BE ELECTED (OR PURSUANT TO ANY WRITTEN CONSENT TO EFFECT THE
SAME) TO CAUSE THE ELECTIONS OF THE MDS NOMINEE AND THE COMPANY NOMINEE.
11
(D)
D&O INSURANCE; DIRECTOR FEES AND EXPENSES.
FOR SO LONG AS THE MDS
NOMINEE OR THE COMPANY NOMINEE SERVE ON THE COMPANY'S BOARD OF DIRECTORS, THE
COMPANY SHALL INDEMNIFY THE MDS NOMINEE AND THE COMPANY NOMINEE TO THE FULL
EXTENT OF CALIFORNIA AND ANY OTHER APPLICABLE LAW AND SHALL MAINTAIN A POLICY OF
DIRECTORS AND OFFICERS INSURANCE WITH COVERAGE AMOUNTS AND SCOPE OF COVERAGE
COMPARABLE TO THE COVERAGE AMOUNTS AND SCOPE OF COVERAGE OF THE COMPANY'S
CURRENT DIRECTORS AND OFFICERS INSURANCE POLICY, AND UNDERWRITTEN BY A
FINANCIALLY SOUND, NATIONALLY RECOGNIZED INSURANCE COMPANY.
IN ADDITION, THE
MDS NOMINEE AND THE COMPANY NOMINEE SHALL BE ENTITLED TO RECEIVE THE SAME
COMPENSATION FOR SERVING AS DIRECTORS AS IS AFFORDED TO OTHER MEMBERS OF THE
BOARD OF DIRECTORS AND SHALL BE REIMBURSED FOR THE REASONABLE COSTS AND EXPENSES
INCURRED IN PREPARING FOR, TRAVELING TO AND ATTENDING MEETINGS OF THE BOARD OF
DIRECTORS AND OTHERWISE SERVING IN SUCH CAPACITY.
(E)
DIRECTOR INDEPENDENCE.
THE COMPANY SHALL USE ITS REASONABLE BEST
EFFORTS TO TAKE ALL ACTION TO CAUSE A MAJORITY OF THE MEMBERS OF THE COMPANY'S
BOARD OF DIRECTORS TO BE "INDEPENDENT DIRECTORS" (AS DEFINED IN SECTION 4.12(B)
ABOVE) AS PROMPTLY AS PRACTICABLE AFTER THE CLOSING DATE, BUT IN ANY EVENT NO
LATER THAN SIX MONTHS AFTER THE CLOSING DATE.
FOR THE AVOIDANCE OF DOUBT, IN
ADDITION TO COMPLIANCE WITH THE PROVISIONS OF THIS SECTION 4.12(E), THE COMPANY
SHALL AT ALL TIMES BE IN COMPLIANCE WITH THE RULES AND REGULATIONS OF AMEX (OR
ANY OTHER SECURITIES EXCHANGE OR QUOTATION SYSTEM ON WHICH THE COMMON STOCK IS
THEN LISTED OR QUOTED).
THE PARTIES HEREBY AGREE THAT, FOLLOWING THE
APPOINTMENT OF THE MDS NOMINEE TO THE COMPANY'S BOARD OF DIRECTORS, THE
FOLLOWING DIRECTORS WILL BE CONSIDERED INDEPENDENT DIRECTORS WITHIN THE MEANING
OF THIS SECTION 4.12(E):
G. STEVEN BURRILL, W. LEIGH THOMPSON AND THE MDS
NOMINEE, IN EACH CASE FOR SO LONG