Common use of CEO Search Committee Clause in Contracts

CEO Search Committee. For so long as Fosun remains entitled to nominate at least one (1) individual for election to the NFC Board pursuant to the Director Nomination Agreement: (a) At any time after the Closing, in the event that the NFC Board determines that it is in the best interest of NFC to identify candidates for CEO successor or replacement, NFC shall set up a CEO search committee (the “CEO Search Committee”) to identify such candidates, which shall include one (1) director nominated by Fosun. If invited by members of the CEO Search Committee (the “Committee Members”), members of the management teams of NFC and the Group Companies may also attend the meetings and participate in the discussions of the CEO Search Committee, but shall not be deemed Committee Members or be entitled to vote as such unless approved by all Committee Members. (b) NFC shall not employ any person as CEO unless such person is recommended by the CEO Search Committee for approval by the Board pursuant to this Section 2.7. (c) The CEO Search Committee shall have the authority to consider and recommend candidates for the CEO position (the “CEO Candidates”) to the NFC Board for consideration or approval but shall not have the authority to approve or appoint any CEO Candidate as CEO, and shall not recommend any CEO Candidate to the NFC Board for consideration or approval unless approved by all Committee Members, provided, however, that if each of three (3) individuals (who shall be three different individuals) consecutively presented to the CEO Search Committee for consideration by the Committee Members has not been unanimously approved by the CEO Search Committee within one (1) month after the last of the foregoing three (3) individual is first presented to the CEO Search Committee, the CEO Search Committee may recommend any CEO Candidate (who shall be a different person from the forgoing three individuals) that is approved by a majority of the Committee Members to the Board for consideration and approval; provided further that in this case, if the Committee Member nominated by Fosun (to the extent there is one) does not approve such CEO Candidate, such Committee Member shall be entitled to nominate an individual and the CEO Search Committee shall recommend both such individual and the CEO Candidate approved by a majority of the Committee Members to the Board for consideration.

CEO Search Committee. For so long As soon as Fosun remains entitled reasonably possible following the Effective Date (but in no event later than five (5) business days thereafter), the Board shall take all action necessary to nominate at least one (1) individual for election to the NFC Board pursuant to the Director Nomination Agreement: (a) At any time after the Closing, in the event that the NFC Board determines that it is in the best interest of NFC to identify candidates for CEO successor or replacement, NFC shall set up form a CEO search committee Chief Executive Officer Search Committee (the “CEO Search Committee”) to conduct a search to identify candidates for and assist the Board in selecting the Company’s next chief executive officer (the “New CEO”). The CEO Search Committee shall initially consist of three (3) directors, who shall be ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (or, if any such candidatesdirector ceases for any reason to be a member of the Board, which such replacement director as shall include one (1) director nominated be appointed by Fosunthe Board). ▇▇▇▇▇▇ ▇▇▇▇▇ will initially serve as the Chair of the CEO Search Committee. Upon the appointment of the New Independent Director to the Board, the New Independent Director shall be added to the CEO Search Committee. If invited by members the New Independent Director is unable or unwilling to serve as a member of the CEO Search Committee (upon or at any time after appointment to the “Committee Members”)Board, members of resigns as a member, is removed as a member or ceases to be a member for any other reason prior to the management teams of NFC Expiration Date and at such time the Group Companies may also attend Investors satisfy the meetings and participate in Minimum Ownership Threshold, the discussions of the CEO Search Committee, but Investors shall not be deemed Committee Members or be entitled to vote select, in consultation with the Company and as such unless approved by all Committee Members. the Board (bsuch approval not to be unreasonably withheld, conditioned or delayed), a director serving on the Board at the time of such selection (including a Replacement New Independent Director appointed pursuant to Section 1(e)) NFC shall not employ any person as CEO unless such person is recommended by to serve on the CEO Search Committee as a replacement for approval by such member (the Board pursuant to this Section 2.7. (c) The “Replacement CEO Search Committee shall have Member”). Effective upon the authority to consider and recommend candidates for appointment of the CEO position (the “CEO Candidates”) to the NFC Board for consideration or approval but shall not have the authority to approve or appoint any CEO Candidate as CEO, and shall not recommend any CEO Candidate to the NFC Board for consideration or approval unless approved by all Committee Members, provided, however, that if each of three (3) individuals (who shall be three different individuals) consecutively presented to the Replacement CEO Search Committee for consideration by the Committee Members has not been unanimously approved by the CEO Search Committee within one (1) month after the last of the foregoing three (3) individual is first presented Member to the CEO Search Committee, the such Replacement CEO Search Committee may recommend any CEO Candidate (who shall Member will be considered a different person from “New Independent Director” solely for the forgoing three individuals) that is approved by a majority purposes of the Committee Members to the Board for consideration and approval; provided further that in this case, if the Committee Member nominated by Fosun (to the extent there is one) does not approve such CEO Candidate, such Committee Member shall be entitled to nominate an individual and the CEO Search Committee shall recommend both such individual and the CEO Candidate approved by a majority of the Committee Members to the Board for considerationimmediately preceding sentence.