Warnke presently intends to stand for re-election to the Board for a three-year term commencing with the election of directors at the 2018 Annual Meeting. Warnke will promptly consult with the Company if, subsequent to the date of this Agreement, his intention in this regard changes.

Unless Warnke advises the Company to the contrary as provided in Section 2.1, management of the Company will recommend to the Corporate Governance Committee of the Board and to the Board that Warnke be nominated for re-election to the Board for a three-year term commencing with the election of directors 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.

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.