Common use of Executive Search Clause in Contracts

Executive Search. Promptly following the execution and delivery hereof, the Board shall establish an ad hoc committee of the Board (the "Search Committee"), the members of which shall include the Company's Chief Executive Officer (who shall be the chairman), the Company's Chief Operating Officer and two Purchaser Directors, which shall promptly commence a search for a suitably qualified permanent successor to the Chief Executive Officer. The Search Committee may establish such regulations for its operations as the members thereof may determine are necessary or advisable. Without limiting the generality of the foregoing, the Search Committee shall be authorized to engage such consultants and other agents to assist in the identification and evaluation of appropriate candidates as the members thereof deem necessary or advisable. The Search Committee shall report to the Board on its activities from time to time as events warrant. Following the completion of its initial screening process and interviews with appropriate candidates, the Search Committee shall recommend one or more finalists to the Board and, with consultation from the Board, shall complete all arrangements relating to the hiring of a new Chief Executive Officer from the list of finalists; provided, however, that such new Chief Executive Officer shall be approved by Brand, which approval may be withheld by Brand in his sole and absolute discretion. The terms and conditions of any such hiring shall be approved by the Board upon the advice and with the recommendation of Compensation Committee of the Board. In the event that the permanent Chief Executive Officer ceases to serve as the Chief Executive Officer of the Company for any reason, then, for purposes of this Agreement (including, without limitation, the Board and Board committee composition provisions hereof), the Company shall be deemed to have not designated a permanent successor Chief Executive Officer and the provisions of this Section 4.4 shall again come into effect.