Sunset provision clause samples

In its initial version of the report issued on April21, ISS recommended a vote against directors Henry and Shepherd as well as Greg Poling, our Chief Executive Officer. ISS based its recommendation of a vote against these directors on a mischaracterization of our governance structure, asserting that we have a classified board that lacks a sunset provision. When we saw the report, we immediately informed ISS that its report contained significant factual errors. In fact, our governing documents provide that our Board will be fully declassified by 2020. These provisions are clearly described in our 2017 Proxy Statement (in the first paragraph of Proposal One) and in the Registration Statement on Form 10 filed in connection with our separation from W. R. Grace& Co. (“Grace”) in 2016.

vi. Sunset Provision. In the event any Pool Units remain outstanding on the fifth anniversary of the Grant Date, such Pool Units (whether vested or unvested) shall be immediately forfeited on that date or, if later, upon the date the Participant ceases Continuous Service.