Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed a Director of the Company in the class of directors up for election at the 2017 Annual Meeting of Stockholders (the “ 2017 Annual Meeting ”) immediately upon the execution of this Agreement, and the Director hereby agrees to serve the Company in such position, upon the terms and conditions hereinafter set forth, and in accordance with the duties imposed by Delaware law, the Company’s Amended and Restated Certificate of Incorporation, the Company’s Amended and Restated By-Laws (the “ Bylaws ”) and applicable stock exchange regulations, provided, however , that the Director’s continued service on the Board of Directors of the Company (the “ Board ”) for any period following the 2017 Annual Meeting shall be subject to the nomination of the Director for election by the Company’s stockholders by the Company’s Compensation, Nominating and Governance Committee for such period, and the election of the Director by the stockholders of the Company.