THE SECURITIES EXCHANGE ACT OF
1934, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, (II) THE PRINTING
EXPENSES OF THE DISSIDENT PROXY STATEMENT AND RELATED MATERIALS, (III) THE
EXPENSES INCURRED BY OKAPI PARTNERS, LLC, THE PROXY SOLICITOR, (IV) THE PUBLIC
RELATIONS COSTS AND (V) THE FEES AND EXPENSES OF DEWEY & LEBOEUF LLP AND
ABRAMS & BAYLISS LLP, UP TO $1,000,000.
9.
THE PARTIES HERETO AGREE TO ISSUE A JOINT PRESS RELEASE IN A
FORM MUTUALLY AGREED TO BY THE PARTIES.
THE PARTIES HERETO AGREE NOT TO SAY
ANYTHING DISPARAGING ABOUT EACH OTHER IN CONNECTION WITH THE MATTERS CONTAINED
HEREIN OR THE NEGOTIATIONS LEADING UP TO THIS AGREEMENT.
10.
THE COMPANY AGREES THAT AS PROMPTLY AS PRACTICABLE FOLLOWING
THE DATE HEREOF, THE COMPANY SHALL TAKE ALL STEPS REASONABLY NECESSARY TO AMEND
AND REFILE AS AMENDED WITH THE SEC, THE PROXY STATEMENT ON SCHEDULE 14A FILED BY
THE COMPANY WITH THE SEC ON OCTOBER 2, 2009 (THE "COMPANY PROXY") TO INCLUDE THE
DESIGNATED DIRECTORS AS "DIRECTOR NOMINEES" (AS USED IN THE COMPANY PROXY)
THEREUNDER.
THE COMPANY AND THE BOARD AGREE THAT THE COMPANY PROXY (AS AMENDED
PURSUANT TO THE TERMS OF THIS AGREEMENT) AND ALL OTHER SOLICITATION MATERIALS TO
BE DELIVERED TO STOCKHOLDERS IN CONNECTION WITH THE 2009 ANNUAL MEETING SHALL BE
PREPARED IN ACCORDANCE WITH, AND IN FURTHERANCE OF, THIS AGREEMENT.
THE COMPANY
WILL PROVIDE VALUE INVESTORS FOR CHANGE WITH COPIES OF ANY
3
PROXY MATERIALS OR OTHER SOLICITATION MATERIALS TO BE DELIVERED TO STOCKHOLDERS
IN CONNECTION WITH THE 2009 ANNUAL MEETING AT LEAST ONE BUSINESS DAY, IN THE
CASE OF PROXY STATEMENTS, AND AT LEAST ONE BUSINESS DAY, IN THE CASE OF OTHER
SOLICITATION MATERIALS, IN ADVANCE OF FILING SUCH MATERIALS WITH THE SEC OR
DISSEMINATING THE SAME IN ORDER TO PERMIT VALUE INVESTORS FOR CHANGE A
REASONABLE OPPORTUNITY TO REVIEW AND COMMENT ON SUCH MATERIALS.
VALUE INVESTORS
FOR CHANGE WILL PROVIDE, AS PROMPTLY AS REASONABLY PRACTICABLE, ALL INFORMATION
RELATING TO THE DESIGNATED DIRECTORS (AND OTHER INFORMATION, IF ANY) TO THE
EXTENT REQUIRED UNDER APPLICABLE LAW TO BE INCLUDED IN THE COMPANY PROXY (AS
AMENDED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT) AND ANY OTHER
SOLICITATION MATERIALS TO BE DELIVERED TO STOCKHOLDERS IN CONNECTION WITH THE
2009 ANNUAL MEETING. THE COMPANY PROXY, AS AMENDED PURSUANT TO THE TERMS OF THIS
AGREEMENT, SHALL CONTAIN THE SAME TYPE OF INFORMATION CONCERNING THE DESIGNATED
DIRECTORS AS PROVIDED FOR THE INCUMBENT DIRECTOR NOMINEES.
11.
EACH OF SPENCER CAPITAL MANAGEMENT, LLC, SPENCER CAPITAL
PARTNERS, LLC, VALUE FUND ADVISORS, LLC, BOSTON AVENUE CAPITAL, LLC, YORKTOWN
AVENUE CAPITAL, LLC AND SPENCER CAPITAL OPPORTUNITY FIND, LP SHALL KEEP
CONFIDENTIAL ALL CONFIDENTIAL INFORMATION LEARNED THROUGH BOARD PARTICIPATION OF
THE DESIGNATED DIRECTORS UNLESS DISCLOSURE IS REQUIRED BY APPLICABLE LAWS OR
REGULATIONS OR BY A REGULATOR HAVING JURISDICTION OVER SUCH PARTY.
THE TERM
"CONFIDENTIAL INFORMATION" SHALL MEAN ANY INFORMATION THAT IS CONFIDENTIAL TO
THE COMPANY; PROVIDED THAT CONFIDENTIAL INFORMATION WILL NOT INCLUDE INFORMATION
WHICH (I) BECOMES LAWFULLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A
DISCLOSURE