provided that, in each case, written notice of a Named Executive Officers resignation with good reason must be delivered to STI within 30 days after the Named Executive Officer has actual
knowledge of the occurrence of any such event in order for the Named Executive Officers resignation with good reason to be effective thereunder.
We believe that these agreements serve to maintain the focus of our Named Executive Officers and ensure that their attention, efforts and
commitment are aligned with maximizing our success. These agreements avoid distractions involving executive management that arise when our board of directors is considering possible strategic transactions involving a change in control and assure
continuity of executive management and objective input to the Board when it is considering any strategic transaction.
For more information regarding change-in-control arrangements, please refer to Compensation Discussion and AnalysisPotential
Payments upon Termination or a Change in Control.
Executive Compensation and Governance Committee Interlocks and Insider Participation
Messers. Ward and Zide, who each serve as a director on the board of directors of STI, comprise the executive compensation and governance
committee. None of our executive officers serve as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other third-party entity that has one or more of its executive officers
serving as a member of our board of directors or compensation committee or any board committee of any of our subsidiaries.