Extract to table

3 — Chair Tobias Kessler shall serve as Chair of the Special Committee

In the absence of the Chair from any meeting, the members present shall designate one of their number to serve as acting chair for such meeting

Any vacancy on the Special Committee resulting from the departure of a member shall be filled by the Board of Directors from among the independent, non-executive directors of the Company

Any director appointed to fill a vacancy on the Committee shall satisfy the independence requirements set forth in Section 2

The Committee shall have the authority to direct the scope, pace, and focus of the search and to provide instructions to Hargrove Tate Partners LLC regarding the same

For the avoidance of doubt, while the Special Committee shall have sole and exclusive authority over the conduct of the CEO succession process, the ultimate decision to appoint a Chief Executive Officer shall remain with the full Board of Directors, acting upon the Committee's recommendation