Common use of Board Representative Clause in Contracts

Board Representative. (a) The Purchaser shall be entitled to appoint one director to the Board of Directors of the Company (“Purchaser Nominee”) as long as the Purchaser owns at least 4.9% of the Company’s total issued and outstanding shares of the Common Stock and Non-Voting Stock on a fully diluted basis; provided, however, that any Purchaser Nominee shall, prior to such appointment, (i) provide such information with respect to his or her qualification as the Company shall reasonably request and shall comply with any policies and conditions regarding board service applicable to all Company directors and (ii) submit an irrevocable letter of resignation to the Board of Directors of the Company, which resignation shall immediately become effective upon the Purchaser ceasing to beneficially own at least 4.9% of the Company’s total issued and outstanding shares of the Common Stock and Non-Voting Stock on a fully diluted basis; and provided further, that no person shall be eligible to serve as a Purchaser Nominee if (a) the Board of Directors of the Company does not approve of such Purchaser Nominee, which approval shall not be unreasonably withheld, conditioned or delayed or (b) such service would be prohibited by the Depository Institution Management Interlocks Act, 12 U.S.C. §§ 3201 – 3208, as the same may be amended or supplemented from time to time, or any successor thereto, and any applicable rules, regulations, policies or interpretations of the Federal Reserve, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency or the National Credit Union Administration issued thereunder. If at any time Purchaser loses its right pursuant to the terms of this Section 5.7 to designate a director, Purchaser shall lose such right permanently, unless within ninety (90) days after the loss of such right, Purchaser’s ownership of Common Stock (including, for purposes of calculating Purchaser’s ownership, the number of Common Shares issuable upon conversion of all Non-Voting Stock, if any, owned by Purchaser without regard to any limitations on conversion that may apply pursuant to the terms of the Non-Voting Stock) increases to an amount equal to or greater than 4.9% of the Common Stock outstanding. (b) The Company agrees to cause the Purchaser Nominee to be nominated to serve as a Director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or shareholders) to ensure that the composition of the Board is as set forth in this Section 5.7. (c) If, as a result of death, disability, retirement, resignation, removal (with or without cause) or otherwise, there shall exist or occur any vacancy on the Board caused by the death, disability, retirement, resignation or removal of the Purchaser Nominee, then Purchaser shall have the exclusive right to designate another individual to fill such vacancy and serve as a Director of the Board. The Board of Directors of the Company will use its reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, using all commercially reasonable efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (d) The Purchaser Nominee shall be entitled to the same cash compensation and participation in Company equity plans and same indemnification in connection with his or her role as a director as the other members of the Board of Directors, and the Purchaser Nominee shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committees thereof, to the same extent as the other members of the Board of Directors. The Company shall notify the Purchaser Nominee of all regular and special meetings of the Board of Directors and shall notify the Purchaser Nominee of all regular and special meetings of any committee of the Board of Directors of which the Purchaser Nominee is a member in accordance with the Company’s bylaws as then in effect. The Company shall provide the Purchaser Nominee with copies of all notices, minutes, consents and other materials provided to all other members of the Board of Directors concurrently as such materials are provided to the other members.

Board Representative. (a) The Purchaser shall be entitled to appoint one director to the Board of Directors of the Company (“Purchaser Nominee”) as long as the Purchaser owns at least 4.9% of the Company’s total issued and outstanding shares of the Common Stock and Non-Voting Stock on a fully diluted basis; provided, however, that any Purchaser Nominee shall, prior to such appointment, (i) provide such information with respect to his or her qualification as the Company shall reasonably request and shall comply with any policies and conditions regarding board service applicable to all Company directors and (ii) submit an irrevocable letter of resignation to the Board of Directors of the Company, which resignation shall immediately become effective upon the Purchaser ceasing to beneficially own at least 4.9% of the Company’s total issued and outstanding shares of the Common Stock and Non-Voting Stock on a fully diluted basis; and provided further, that no person shall be eligible to serve as a Purchaser Nominee if (a) the Board of Directors of the Company does not approve of such Purchaser Nominee, which approval shall not be unreasonably withheld, conditioned or delayed or (b) such service would be prohibited by the Depository Institution Management Interlocks Act, 12 U.S.C. §§ 3201 – 3208, as the same may be amended or supplemented from time to time, or any successor thereto, and any applicable rules, regulations, policies or interpretations of the Federal Reserve, the Federal Deposit Insurance Corporation, the Office of Thrift Supervision, the Office of the Comptroller of the Currency or the National Credit Union Administration issued thereunder. If at any time Purchaser loses its right pursuant to the terms of this Section 5.7 to designate a director, Purchaser shall lose such right permanently, unless within ninety (90) days after the loss of such right, Purchaser’s ownership of Common Stock (including, for purposes of calculating Purchaser’s ownership, the number of Common Shares issuable upon conversion of all Non-Voting Stock, if any, owned by Purchaser without regard to any limitations on conversion that may apply pursuant to the terms of the Non-Voting Stock) increases to an amount equal to or greater than 4.9% of the Common Stock outstanding. (b) The Company agrees to cause the Purchaser Nominee to be nominated to serve as a Director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or shareholders) to ensure that the composition of the Board is as set forth in this Section 5.7. (c) If, as a result of death, disability, retirement, resignation, removal (with or without cause) or otherwise, there shall exist or occur any vacancy on the Board caused by the death, disability, retirement, resignation or removal of the Purchaser Nominee, then Purchaser shall have the exclusive right to designate another individual to fill such vacancy and serve as a Director of the Board. The Board of Directors of the Company will use its reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, using all commercially reasonable efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (d) The Purchaser Nominee shall be entitled to the same cash compensation and participation in Company equity plans and same indemnification in connection with his or her role as a director as the other members of the Board of Directors, and the Purchaser Nominee shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committees thereof, to the same extent as the other members of the Board of Directors. The Company shall notify the Purchaser Nominee of all regular and special meetings of the Board of Directors and shall notify the Purchaser Nominee of all regular and special meetings of any committee of the Board of Directors of which the Purchaser Nominee is a member in accordance with the Company’s bylaws as then in effect. The Company shall provide the Purchaser Nominee with copies of all notices, minutes, consents and other materials provided to all other members of the Board of Directors concurrently as such materials are provided to the other members.