Extract to table

Resolution 4 — Engagement Letter Execution RESOLVED, that Dame Elspeth Greenvale, in her capacity as Non-Executive Chair of the Board, or, in her absence or unavailability, Nadine Khalil, General Counsel and Corporate Secretary of the Company, is hereby authorized, empowered, and directed to negotiate, finalize, and execute the definitive engagement letter with Hargrove Tate Partners LLC on behalf of the Company, incorporating the material terms described in these resolutions and in the summary of proposed engagement terms attached hereto as Exhibit A, together with such additional customary terms, representations, covenants, and conditions as such authorized person may deem necessary, appropriate, or desirable in consultation with Calderwood & Harkness LLP, including customary provisions relating to indemnification, limitation of liability, dispute resolution, governing law, and termination, provided that any material deviation from the terms approved in these resolutions shall require the prior approval of the N&G Committee or the Special Committee

Resolution 5 — Reporting and Oversight RESOLVED, that Hargrove Tate Partners LLC shall report directly to the N&G Committee of the Board (and, once constituted, to the Special Committee as provided in Resolution 6 below) and shall not report to, or take direction from, the Company's management, including the Interim Chief Executive Officer or any other executive officer of the Company, with respect to the conduct of the CEO search, the evaluation of candidates, or the formulation of recommendations, it being the intent of the Board that the search process shall be fully independent of management influence or control

FURTHER RESOLVED, that in the event the Special Committee is not formed by April 1, 2024, or is dissolved prior to the completion of the CEO search process, oversight of the Hargrove Tate engagement shall revert to and remain with the N&G Committee, which shall continue to have full authority to direct the search process in accordance with these resolutions

FURTHER RESOLVED, that the designation of Priya Nair-Whitfield as Interim Chief Executive Officer by the Board's resolution dated March 8, 2024, shall not be construed or interpreted as a precommitment to her permanent appointment as Chief Executive Officer, and the Board expressly affirms that Ms