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The Reporting Persons purchased the securities of the Issuer reported
herein based on their belief that the securities were undervalued and represented an attractive investment opportunity.
As previously disclosed, on August 9, 2016,
the Reporting Persons entered into a Standstill Agreement (the "Standstill Agreement," which term shall include any amendments
thereto) with the Issuer whereby William C. Taylor, James A. Ratigan and John F. Bryant (collectively, the "New Directors")
were appointed to the Issuer's Board of Directors. The New Directors filled vacancies left by the resignations of Kenneth R. Dabrowski
and Philip J. DeCocco and the expansion of the Issuer's Board of Directors from six to seven members. The Issuer agreed to nominate,
recommend and support the New Directors at the 2016 Annual Meeting of the Shareholders of the Issuer. At the 2016 Annual Meeting
of the Shareholders of the Issuer held on November 10, 2016, the New Directors were elected by the Issuer's shareholders to a one-year
term expiring at the 2017 Annual Meeting of the Shareholders of the Issuer.
The Standstill Agreement was originally set
to terminate on the date that was thirty days prior to the deadline for a shareholder to submit nominations at the 2017 Annual
Meeting of the Shareholders of the Issuer, but was extended pursuant to the Second Standstill Agreement Amendment described below.
The Standstill Agreement requires that the
Reporting Persons vote all Shares of the Issuer that they beneficially own for each of the Issuer's nominees for election to the
Issuer's Board of Directors, in favor of the Issuer's "say-on-pay" proposals, for the ratification of the appointment
of independent auditors and, in other matters, in accordance with the recommendation of the Issuer's Board of Directors. Pursuant
to the Standstill Agreement, the Reporting Persons have also agreed to certain customary standstill and voting provisions.
On November 17, 2016, the Issuer entered into
the First Amendment to Standstill Agreement (the "First Standstill Agreement Amendment") with the Reporting Persons which
amended the Standstill Agreement. The First Standstill Agreement Amendment provided that, upon the appointment by the Board of
Directors of the Company (the "Board") of a new President and Chief Executive Officer, by June 1, 2017, the new President
and Chief Executive Officer would be appointed to the Board to fill a vacancy left by resignation of either Robert S. Oswald or
Terryll R. Smith, who would resign from the Board at that time to facilitate the appointment.
On May 31, 2017, the Issuer entered into the
Second Amendment to the Standstill Agreement (the "Second Standstill Agreement Amendment") with the Reporting Persons
which further amended the Standstill Agreement. The Second Standstill Agreement provides that the term of the Standstill
Agreement is extended so that it generally terminates on the date that is thirty days prior to the deadline for a shareholder to
submit nominations at the 2018 Annual Meeting of the Shareholders of the Issuer. The Second Standstill Agreement Amendment
also provided that, upon the appointment by the Board of a new President and Chief Executive Officer, by December 31, 2017, the
new President and Chief Executive Officer would be appointed to the Board to fill a vacancy left by resignation of either Robert
S. Oswald or Terryll R. Smith, who would resign from the Board at that time to facilitate the appointment.
At the 2017 Annual Meeting of the Shareholders
of the Issuer held on November 9, 2017, the New Directors were elected by the Issuer’s shareholders to a one-year term expiring
at the 2018 Annual Meeting of the Shareholders of the Issuer.
On December 18, 2017, the Issuer entered into
the Third Amendment to the Standstill Agreement (the "Third Standstill Agreement Amendment") with the Reporting Persons
which further amended the Standstill Agreement. The Third Standstill Agreement Amendment provides that, upon the appointment
of a new President and Chief Executive Officer, by June 30, 2018, the new President and Chief Executive Officer will be appointed
to the Board to fill a vacancy left by resignation of either Robert S. Oswald or Terryll R. Smith, who will resign from the Board
at that time to facilitate the appointment.
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