Non-Executive Chairman, Agreed Service Period. During the Agreed Service Period (as hereinafter defined), Warnke will continue as a member of the Board of Directors of the Company and will continue to hold the position of non-executive Chairman of the Board. For the purposes of this Agreement the term of Warnke's service as non-executive Chairman of the Board under this Agreement commenced with the effectiveness of his retirement as CEO on July 21, 2017 and, unless extended as provided in Section 2 below, will continue through the conclusion of the 2018 Annual Meeting (the "Agreed Service Period").

Duties and Responsibilities During the Agreed Service Period. During the Agreed Service Period, Warnke will continue to act as non-executive Chairman of the Board and, in addition to the duties and responsibilities applicable to all members of the Board of Directors, will:

Subject to his re-election as director and re-appointment as non-executive Chairman as provided above in this Section 2, it is understood and agreed that Warnke will retire as non-executive Chairman of the Board effective at the 2019 Annual Meeting but will continue thereafter to serve as a director of the Company for the remainder of the three-year term that will have commenced with his re-election as a director at the 2018 Annual Meeting.

Subject to his re-election as a director by the shareholders of the Company at the 2018 Annual Meeting, management of the Company will recommend to the Board that Warnke be re­-appointed non-executive Chairman of the Board for an additional one-year term, commencing with the organizational meeting of the Board held in conjunction with the 2018 Annual Meeting and continuing through the conclusion of the 2019 Annual Meeting of Shareholders, currently anticipated to be held in May 2019 (the "2019 Annual Meeting"). If the Board so re-appoints Warnke, the Agreed Service Period will thereafter continue through the conclusion of the 2019 Annual Meeting.