Common use of Director Nominee Clause in Contracts

Director Nominee. (a) Having considered the request of the Investors that the Nominee be appointed to the Company’s board of directors (the “Board”), and having received the consent of the Nominee to act as a director of the Company, the Nominating Committee of the Board (the “Nominating Committee”) has reviewed such nomination and has recommended the appointment of the Nominee as a director of the Company on the terms set forth in this Agreement. Based upon such recommendation, concurrent with the execution and delivery of this Agreement, the Board has, as of this date, (i) elected the Nominee as a director of the Company, to serve until the annual meeting of stockholders of the Company to be held during the 2016 calendar year (the “2016 Meeting”) on the terms set out in this Agreement, (ii) accepted the resignation of C. Sxxxxxx Xxxxx as a director of the Company, effective conditioned upon the appointment of the Nominee to the Board, and (iii) subject to compliance by each member of the Investor Group and the Nominee with all of the terms of this Agreement and the Nominee continuing to satisfy all of the Conditions (as defined herein), determined to nominate the Nominee for election as a director of the Company and recommend, support and solicit proxies in favor of his election by stockholders at the 2016 Meeting in the same manner as the Company Nominees (as defined herein). If the Nominee is elected by the Company’s stockholders to serve as directors of the Company at the 2016 Meeting, then subject to compliance by each member of the Investor Group and the Nominee with all of the terms of this Agreement and the Nominee continuing to satisfy all of the Conditions, the Nominee shall serve until the annual meeting of stockholders of the Company to be held during the 2017 calendar year (including any adjournment or postponement thereof) (the “2017 Meeting”), or until his earlier death, resignation, disqualification or removal. In addition, in connection with the nomination of the Nominee for election as a director of the Company at the 2016 Meeting, each party to this Agreement hereby acknowledges and agrees that the slate of nominees for election as directors of the Company at the 2016 Meeting will consist of (i) the Nominee (Wxxxx Xxxx) and (ii) Dxxxx Xxxxx, Sxxxx X. Xxxxxxxxxx, Cxxxxxx Xxxxxxxx, Lxxxx Xxxxxxxxx, Dxxxx Xxxxx and Rxxxxx Xxxx (such individuals in this clause (ii) being the “Company Nominees”).

Director Nominee. (a) Having considered the request of the Investors Stockholders that the Nominee Nominee, an individual selected by the Stockholders, be appointed to the Company’s board of directors (the “Board”), and having received the consent of the Nominee to act as a director of the Companydirector, the Corporate Governance, Nominating and Policy Committee of the Board (the “Nominating Governance Committee”) has reviewed such the nomination and has recommended the appointment of the Nominee as a director of the Company on the terms set forth out in this Agreement. Based upon such recommendation, concurrent with the execution and delivery of this Agreement, the Board has, has as of this date, date (i) increased the size of the Board by one director and elected the Nominee as a director of the Company, to serve until the annual meeting of stockholders of the Company to be held during the 2016 calendar year in 2008 (the “2016 2008 Meeting”) on the terms set out in this Agreement, and (ii) accepted the resignation of C. Sxxxxxx Xxxxx as a director of the Company, effective conditioned upon the appointment of the Nominee to the Board, and (iii) subject to compliance by each member of the Investor Group and the Nominee with all of the terms of this Agreement and the Nominee continuing to satisfy all of the Conditions (as defined herein), determined to nominate the Nominee for election as a director of the Company and recommend, support and solicit proxies in favor of his election by stockholders at the 2016 Meeting in the same manner as the Company Nominees (as defined herein)2008 Meeting. If the Nominee is elected by the Company’s stockholders to serve as directors of a director on the Company Board at the 2016 2008 Meeting, then subject to compliance by each member of the Investor Group and the Nominee with all of the terms of this Agreement and the Nominee continuing to satisfy all of the Conditions, the Nominee shall serve until the annual meeting of stockholders of the Company to be held during the 2017 calendar year in 2009 (including any adjournment or postponement thereof) (the “2017 2009 Meeting”), or until his earlier death, resignation, disqualification or removal. In additionThe Stockholders acknowledge and agree that (i) if, in connection with (A) prior to the Nominee’s nomination of or election to the Board at the 2008 Meeting or (B) following such election to the Board, the Nominee for election is or otherwise becomes unable or unwilling to serve as a director of the Company at the 2016 MeetingCompany, each party to this Agreement hereby acknowledges and agrees that the slate of nominees for election as directors of the Company at shall be under no obligation to nominate or appoint to the 2016 Meeting will consist of (i) Board any replacement director for the Nominee (Wxxxx Xxxx) Nominee, and (ii) Dxxxx Xxxxx, Sxxxx X. Xxxxxxxxxx, Cxxxxxx Xxxxxxxx, Lxxxx Xxxxxxxxx, Dxxxx Xxxxx and Rxxxxx Xxxx (such individuals in this clause (ii) being the “Company Nominees”)shall be under no obligation to nominate the Nominee or any other designee of the Stockholders for election to the Board at the 2009 Meeting.

Director Nominee. (a) Having considered Within two (2) Business Days following the request date on which the sale of the Investors that Designated Interest to EDFI or an affiliate is consummated, the Nominee be appointed to the Company’s board number of directors constituting the Constellation Board of Directors shall be automatically increased by one (1) and, EDFI shall have the right to nominate one (1) individual (herein referred to as the “BoardEDFI Nominee”), and having received the consent Board of the Directors shall appoint such EDFI Nominee to act as a director of the Company, the Nominating Committee of the Board (the “Nominating Committee”) has reviewed such nomination and has recommended the appointment of the newly created directorship. The EDFI Nominee as a director of the Company on the terms set forth in this Agreement. Based upon such recommendation, concurrent with the execution and delivery of this Agreement, the Board has, as of this date, (i) elected the Nominee as a director of the Company, to so appointed shall serve until the next annual meeting of the stockholders of Constellation and until his or her successor is elected and qualifies. The Board of Directors shall cause Constellation to include the EDFI Nominee in the slate of nominees recommended by the Board of Directors to the holders of Constellation’s common stock for election at the 2009 annual meeting of stockholders of Constellation and for reelection at every meeting thereafter and shall use all commercially reasonable efforts to cause the Company to be held during the 2016 calendar year (the “2016 Meeting”) on the terms set out in this Agreement, (ii) accepted the resignation of C. Sxxxxxx Xxxxx as a director election of the CompanyEDFI Nominee, effective conditioned upon the appointment of the Nominee to the Board, and (iii) subject to compliance by each member of the Investor Group and the Nominee with all of the terms of this Agreement and the Nominee continuing to satisfy all of the Conditions (as defined herein), determined to nominate the Nominee for election as a director of the Company and recommend, support and solicit including soliciting proxies in favor of his election by stockholders at or her election. In the 2016 Meeting in event the same manner as the Company Nominees (as defined herein). If the EDFI Nominee resigns, is elected by the Company’s stockholders unable to serve as directors of the Company at the 2016 Meeting, then subject to compliance by each a member of the Investor Group Board of Directors, is removed from the Board of Directors or fails to be elected as a member of the Board of Directors at any annual stockholders meeting, EDFI shall have the right to nominate another individual (a “Substitute Nominee”) and the Board of Directors shall appoint such Substitute Nominee with all to fill the vacancy created by the resignation or removal of the terms of this Agreement and prior EDFI Nominee, at which point such Substitute Nominee shall be deemed to be the Nominee continuing EDFI Nominee. EDFI’s rights hereunder with respect to satisfy all the appointment of the Conditions, the EDFI Nominee shall serve until the annual meeting be terminated at such time as EDFI has transferred, sold or otherwise disposed of stockholders its membership interests in CENG to a third party (and not to an affiliate) such that its ownership interest in CENG is less than 25% of the Company to be held during the 2017 calendar year (including any adjournment or postponement thereof) (the “2017 Meeting”), or until his earlier death, resignation, disqualification or removal. In addition, outstanding membership interests in connection with the nomination of the Nominee for election as a director of the Company at the 2016 Meeting, each party to this Agreement hereby acknowledges and agrees that the slate of nominees for election as directors of the Company at the 2016 Meeting will consist of (i) the Nominee (Wxxxx Xxxx) and (ii) Dxxxx Xxxxx, Sxxxx X. Xxxxxxxxxx, Cxxxxxx Xxxxxxxx, Lxxxx Xxxxxxxxx, Dxxxx Xxxxx and Rxxxxx Xxxx (such individuals in this clause (ii) being the “Company Nominees”)CENG.

Director Nominee. (a) Having considered the request of the Investors that the Nominee be appointed to the Company’s board of directors (the “Board”), and having received the consent of the Nominee to act as a director of the Company, the Nominating Committee of the Board (the “Nominating Committee”) has reviewed such nomination and has recommended the appointment of the Nominee as a director of If the Company on has not entered into a definitive agreement to merge with, or sell substantially all of its assets to, another person or entity within six (6) months from the terms set forth in this Agreement. Based upon such recommendation, concurrent with the execution and delivery date of this Agreement, Ben-Xxxxxx xxxll be entitled to designate one director to the Board has, as class of this date, (i) elected the Nominee as a director of the Company, to directors that serve until the annual meeting Annual Meeting of stockholders of the Company to be held during the 2016 calendar year in 2002 (the “2016 "2002 ANNUAL MEETING") and, with respect to the 2002 Annual Meeting”, the Company shall take all necessary or appropriate action to assist in the nomination and election as director the individual designated by Ben-Xxxxxx xx be elected as a director of the class of directors of the Company to be elected at the 2002 Annual Meeting; PROVIDED, THAT in each case such designee (i) on the terms set out in this Agreementwill qualify as an "independent" director, (ii) accepted is not an affiliate of Ben-Xxxxxx xxx (iii) is otherwise reasonably acceptable to the resignation Company at the time of C. Sxxxxxx Xxxxx as his or her designation. Notwithstanding the foregoing, in the event that at any time Ben-Xxxxxx xxxll no longer beneficially own at least 5% of the voting securities of the Company, Ben-Xxxxxx xxxll not have the right to designate a director of the Company, effective conditioned upon Ben-Shmuel's rights and duties under Sections 1 and 2 shall terminate, at the appointment Company's request Ben-Xxxxxx xxxll cause his designee to resign forthwith such that no designee of Ben-Xxxxxx xxxains on the Board of Directors of the Nominee to the Board, Company and (iii) subject to compliance by each member of the Investor Group and the Nominee with all of the terms covenants under Sections 1 and 2 of this Agreement shall lapse and the Nominee continuing to satisfy all no longer be of any force or effect. For purposes of this Agreement, "affiliate" shall be defined as such term is defined under Rule 405 of the Conditions (Securities Act of 1933, as defined amended. So long as Ben-Xxxxxx xx entitled to designate one director in accordance with the provisions of Section 1 hereof or until the 2002 Annual Meeting, except to the extent otherwise provided herein), determined the Company shall take all necessary or appropriate action to nominate assist in the Nominee for nomination and election as director the individual specified in this Section 1 designated by Ben-Xxxxxx xx be elected as a director of the Company and recommend, support further agrees not to oppose such designee's nomination and solicit proxies in favor of his election by stockholders at the 2016 Meeting in the same manner as the Company Nominees (as defined herein). If the Nominee is elected by the Company’s stockholders to serve as directors of the Company at the 2016 2002 Annual Meeting, then subject to compliance by each member of the Investor Group and the Nominee with all of the terms of this Agreement and the Nominee continuing to satisfy all of the Conditions, the Nominee shall serve until the annual meeting of stockholders of the Company to be held during the 2017 calendar year (including any adjournment or postponement thereof) (the “2017 Meeting”), or until his earlier death, resignation, disqualification or removal. In addition, in connection with the nomination of the Nominee for election as a director of the Company at the 2016 Meeting, each party to this Agreement hereby acknowledges and agrees that the slate of nominees for election as directors of the Company at the 2016 Meeting will consist of (i) the Nominee (Wxxxx Xxxx) and (ii) Dxxxx Xxxxx, Sxxxx X. Xxxxxxxxxx, Cxxxxxx Xxxxxxxx, Lxxxx Xxxxxxxxx, Dxxxx Xxxxx and Rxxxxx Xxxx (such individuals in this clause (ii) being the “Company Nominees”).