(c) the terms beneficial owner and beneficially
own have the same meanings as set forth in Rule 13d-3 promulgated under the Exchange Act, except that a person will also be deemed to be the beneficial owner of all shares of the Companys
capital stock which such person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to the exercise of any rights in connection with any securities or any agreement, arrangement or
understanding (whether or not in writing), regardless of when such rights may be exercised and whether they are conditional, and all shares of the Companys capital stock which such person or any of such persons Affiliates has or shares
the right to vote or dispose;
(d) the term business day shall mean any day other than a Saturday, a Sunday or a
day on which the Federal Reserve Bank of New York is closed;
(e) the term Bylaws means the Amended and Restated
Bylaws of the Company, as amended, supplemented or otherwise modified from time to time;
(f) the term Charter
means the Articles of Amendment and Restatement of the Company, as amended, supplemented or otherwise modified from time to time;
(g) the
term Common Stock means the Companys Common Stock, par value $0.01 per share;
(h) the term
control (including the terms controlled and under common control) means the possession, directly or indirectly, of the power to direct or cause the direction or the
management and policies of a person, whether through the ownership of voting securities, by contract or otherwise;
(i) the term
Cooperation Period means the period commencing on the Effective Date and ending 30 days prior to the notice deadline under the Bylaws for the submission of stockholder director nominations for the annual meeting of
stockholders of the Company to be held in 2025;
(j) the term Designated Person means any transferee (whether a
person or group (as defined under the Exchange Act) of persons) that the Barington Parties or any of their Affiliates know, after reasonable inquiry, that, after giving effect to the proposed Transfer, would beneficially own greater than
five percent of the then-outstanding Voting Securities;
(k) the term Exchange Act means the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder;
(l) the term Extraordinary
Transaction means any tender offer, exchange offer, merger, consolidation, acquisition, business combination, recapitalization, restructuring, liquidation, dissolution, spin-off, divestiture or
similar extraordinary transaction involving the Company (including its subsidiaries and joint ventures or any of their respective securities or assets), or any amendment of the Companys Charter or Bylaws;
(m) the terms person or persons mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of
any kind or nature;
(n) the term Representatives means a partys directors, principals, members, general
partners, managers, officers, employees, agents, advisors and other representatives;
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