Company Policies. The parties hereto acknowledge that the New Director, upon appointment to the Board, will serve as a member of the Board and will be governed by the same protections and obligations as a member of the Board (including as set forth in the Company Policies), and shall have the same rights and benefits, including with respect to insurance, indemnification, compensation and fees, as are applicable to all independent directors of the Company. The Company represents and warrants that all Company Policies currently in effect are publicly available on the Company’s website or described in its proxy statement filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2017 or have otherwise been provided to the Investors, and such Company Policies will not be amended prior to the appointment of the New Director other than as may be required to implement this Agreement or as required by law, regulation or the rules of any applicable national securities exchange.

Board Policies and Procedures. Each Party acknowledges that the New Director, upon appointment to the Board, and the Potential Director, if applicable, shall be governed by all of the same policies, processes, procedures, codes, rules, standards and guidelines applicable to members of the Board, including, but not limited to, the Company’s Corporate Governance Guidelines, Code of Business Conduct, Supplier Code of Business Conduct, Anti-Corruption Policy, Stock Ownership Guidelines, Whistleblower Policy, Human Rights Standards and any other policies on stock ownership, public disclosures, legal compliance and confidentiality (collectively, the “Company Policies”), and will be required to strictly adhere to the Company’s policies on confidentiality imposed on all members of the Board. The Company agrees that the New Director and, if applicable, the Potential Director shall receive # the same benefits of director and officer insurance as all other non-management directors on the Board, # the same compensation for his or her service as a director as the compensation received by other non-management directors on the Board and # such other benefits on the same basis as all other non-management directors on the Board.