Common use of Parent Board Clause in Contracts

Parent Board. Parent shall use its commercially reasonable efforts (including submitting to its shareholders at the Parent Shareholders Meeting a proposal to amend Parent’s Bye-Laws) to increase the number of members of the Parent Board to thirteen (13) effective immediately after the Effective Time; provided that the failure of Parent to increase the number of members of the Parent Board to thirteen (13) shall not result in a failure of a condition to Closing. Parent shall take all actions necessary so that immediately after the Effective Time the Parent Board shall be comprised of (x) four (4) members of the Parent Board as constituted on the date of this Agreement designated by Parent and reasonably acceptable to the Company and (y) nine (9) members of the Company Board as constituted on the date of this Agreement designated by the Company and reasonably acceptable to Parent, in each case to serve from and after the Effective Time until a successor is duly elected and qualified; provided, that in the event of the failure of Parent to increase the number of members of the Parent Board to thirteen (13), the number of designees of Parent pursuant to clause (x) shall be three (3). Parent and the Company agree that they shall take all actions necessary so that any current member of the Parent Board who is not a designee of Parent pursuant to this Section 8.9 will become fully vested in all outstanding stock options and restricted shares held by such member upon termination from the Parent Board. In addition, the Company and Parent agree that the Parent Board shall give its consent that the resignation of any current member of the Parent Board who is not a designee of Parent pursuant to this Section 8.9 be treated as a “retirement” for purposes of those options granted under the Parent Director Stock Plan held by such member that have an exercise price above the fair market value of the Parent Common Shares on the date of such Parent Board consent, provided that such member has either attained age 65 or has served for ten years on Parent Board at the time of resignation.

Parent Board. Parent shall use its commercially reasonable efforts (including submitting to its shareholders at the Parent Shareholders Meeting a proposal to amend Parent’s Bye-Laws) to increase the number of members of the Parent Board to thirteen (13) effective immediately after the Effective Time; provided that the failure of Parent to increase the number of members of the Parent Board to thirteen (13) shall not result in a failure of a condition to Closing. Parent shall take all actions necessary so that immediately after the Effective Time the Parent Board shall be comprised of (x) four (4) members of the Parent Board as constituted on the date of this Agreement 58 designated by Parent and reasonably acceptable to the Company and (y) nine (9) members of the Company Board as constituted on the date of this Agreement designated by the Company and reasonably acceptable to Parent, in each case to serve from and after the Effective Time until a successor is duly elected and qualified; provided, that in the event of the failure of Parent to increase the number of members of the Parent Board to thirteen (13), the number of designees of Parent pursuant to clause (x) shall be three (3). Parent and the Company agree that they shall take all actions necessary so that any current member of the Parent Board who is not a designee of Parent pursuant to this Section 8.9 will become fully vested in all outstanding stock options and restricted shares held by such member upon termination from the Parent Board. In addition, the Company and Parent agree that the Parent Board shall give its consent that the resignation of any current member of the Parent Board who is not a designee of Parent pursuant to this Section 8.9 be treated as a “retirement” for purposes of those options granted under the Parent Director Stock Plan held by such member that have an exercise price above the fair market value of the Parent Common Shares on the date of such Parent Board consent, provided that such member has either attained age 65 or has served for ten years on Parent Board at the time of resignation.

Parent Board. (a) Parent agrees to take all action necessary to appoint or elect, effective as of the Effective Time, Xxxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx (the "Xxxxxxxxx Designees") as directors of Parent. Such persons shall serve until the first annual meeting of stockholders of Parent following the Effective Time and until his successor is elected and qualified. Subject to the fiduciary duties of the Parent Board, Parent shall use its commercially reasonable efforts include the Hawthorne Designees on the list of nominees for director presented by the Parent Board and for which the Parent Board shall solicit proxies at the first annual meeting of stockholders of Parent following the Effective Time (including submitting the "Parent 2005 Annual Meeting"). At the Parent 2005 Annual Meeting, Parent shall re-classify the Parent Board into three classes and, subject to its shareholders the fiduciary duties of the Parent Board, Parent undertakes to have one of each of the Hawthorne Designees represented in each of such classes. Subject to the fiduciary duties of the Parent Board, Parent agrees that to the extent that one or more of the Hawthorne Designees dies or becomes incapacitated prior to the Effective Time, the remaining Hawthorne Designees may recommend to the Parent Board a person to serve as successor, and provided that such person is reasonably acceptable to the Parent Board, such person shall be appointed to fill the vacancy so created. If, during the initial term prior to the Parent 2005 Annual Meeting or the term immediately following the Parent 2005 Annual Meeting, any one of the Hawthorne Designees vacates the seat they have been elected to for any reason, Parent agrees, subject to the fiduciary duties of the Parent Board, to appoint Xxxxx Xxxxxxxxx to replace that director, provided that at the time of such appointment, Xx. Xxxxxxxxx (or a member of his immediate family or a family trust) owns at least 100,000 shares of Parent Common Stock, subject to adjustment as a result of any stock dividend, stock split, reclassification, recapitalization, reorganization, split-up, combination, exchange of shares or similar transaction with respect to the Parent Common Stock following the Effective Time. Additionally, if during the first initial term or the longest term that any of the Hawthorne Designees is elected to at the Parent Shareholders 2005 Annual Meeting, there is a vacancy that occurs on the Parent Board, Parent agrees to consider Xxxxx Xxxxxxxxx to fill the vacancy, so long as he (or a member of his immediate family or a family trust) continues to own at such time at least 100,000 shares of Parent Common Stock, subject to adjustment as a result of any stock dividend, stock split, reclassification, recapitalization, reorganization, split-up, combination, exchange of shares or similar transaction with respect to the Parent Common Stock following the Effective Time, provided that nothing herein shall obligate Parent to appoint Xx. Xxxxxxxxx to the Parent Board under such circumstances. In connection with Parent's 2004 Annual Meeting a proposal of Stockholders, Parent shall take appropriate steps to amend Parent’s Bye-Laws) to increase reduce the number of members size of the Parent Board to thirteen (13) effective immediately after by one member such that as of the Effective Time; provided that , taking into consideration the failure of Parent to increase the number of members of the Parent Board to thirteen (13) shall not result in a failure of a condition to Closing. Parent shall take all actions necessary so that immediately after the Effective Time Hawthorne Designees, the Parent Board shall be comprised consist of (x) four (4) members of the Parent Board as constituted on the date of this Agreement designated by Parent and reasonably acceptable to the Company and (y) nine (9) members of the Company Board as constituted on the date of this Agreement designated by the Company and reasonably acceptable to Parent, in each case to serve from and after the Effective Time until a successor is duly elected and qualified; provided, that in the event of the failure of Parent to increase the number of members of the Parent Board to thirteen (13), the number of designees of Parent pursuant to clause (x) shall be three (3). Parent and the Company agree that they shall take all actions necessary so that any current member of the Parent Board who is not a designee of Parent pursuant to this Section 8.9 will become fully vested in all outstanding stock options and restricted shares held by such member upon termination from the Parent Board. In addition, the Company and Parent agree that the Parent Board shall give its consent that the resignation of any current member of the Parent Board who is not a designee of Parent pursuant to this Section 8.9 be treated as a “retirement” for purposes of those options granted under the Parent Director Stock Plan held by such member that have an exercise price above the fair market value of the Parent Common Shares on the date of such Parent Board consent, provided that such member has either attained age 65 or has served for ten years on Parent Board at the time of resignationmembers.

Parent Board. (a) Parent agrees to take all action necessary to appoint or elect, effective as of the Effective Time, Xxxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx (the “Hawthorne Designees”) as directors of Parent. Such persons shall serve until the first annual meeting of stockholders of Parent following the Effective Time and until his successor is elected and qualified. Subject to the fiduciary duties of the Parent Board, Parent shall use its commercially reasonable efforts include the Hawthorne Designees on the list of nominees for director presented by the Parent Board and for which the Parent Board shall solicit proxies at the first annual meeting of stockholders of Parent following the Effective Time (including submitting the “Parent 2005 Annual Meeting”). At the Parent 2005 Annual Meeting, Parent shall re-classify the Parent Board into three classes and, subject to its shareholders the fiduciary duties of the Parent Board, Parent undertakes to have one of each of the Hawthorne Designees represented in each of such classes. Subject to the fiduciary duties of the Parent Board, Parent agrees that to the extent that one or more of the Hawthorne Designees dies or becomes incapacitated prior to the Effective Time, the remaining Hawthorne Designees may recommend to the Parent Board a person to serve as successor, and provided that such person is reasonably acceptable to the Parent Board, such person shall be appointed to fill the vacancy so created. If, during the initial term prior to the Parent 2005 Annual Meeting or the term immediately following the Parent 2005 Annual Meeting, any one of the Hawthorne Designees vacates the seat they have been elected to for any reason, Parent agrees, subject to the fiduciary duties of the Parent Board, to appoint Xxxxx Xxxxxxxxx to replace that director, provided that at the time of such appointment, Xx. Xxxxxxxxx or a member of his immediate family or a family trust owns at least 100,000 shares of Parent Common Stock, subject to adjustment as a result of any stock dividend, stock split, reclassification, recapitalization, reorganization, split-up, combination, exchange of shares or similar transaction with respect to the Parent Common Stock following the Effective Time. Additionally, if during the first initial term or the longest term that any of the Hawthorne Designees is elected to at the Parent Shareholders Meeting 2005 Annual Meeting, there is a proposal vacancy that occurs on the Parent Board, Parent agrees to amend consider Xxxxx Xxxxxxxxx to fill the vacancy, so long as he as a member of his immediate family or a family trust continues to own at such time at least 100,000 shares of Parent Common Stock, subject to adjustment as a result of any stock dividend, stock split, reclassification, recapitalization, reorganization, split-up, combination, exchange of shares or similar transaction with respect to the Parent Common Stock following the Effective Time, provided that nothing herein shall obligate Parent to appoint Xx. Xxxxxxxxx to the Parent Board under such circumstances. In connection with Parent’s Bye-Laws) 2004 Annual Meeting of Stockholders, Parent shall take appropriate steps to increase reduce the number of members size of the Parent Board to thirteen (13) effective immediately after by one member such that as of the Effective Time; provided that , taking into consideration the failure of Parent to increase the number of members of the Parent Board to thirteen (13) shall not result in a failure of a condition to Closing. Parent shall take all actions necessary so that immediately after the Effective Time Hawthorne Designees, the Parent Board shall be comprised consist of (x) four (4) members of the Parent Board as constituted on the date of this Agreement designated by Parent and reasonably acceptable to the Company and (y) nine (9) members of the Company Board as constituted on the date of this Agreement designated by the Company and reasonably acceptable to Parent, in each case to serve from and after the Effective Time until a successor is duly elected and qualified; provided, that in the event of the failure of Parent to increase the number of members of the Parent Board to thirteen (13), the number of designees of Parent pursuant to clause (x) shall be three (3). Parent and the Company agree that they shall take all actions necessary so that any current member of the Parent Board who is not a designee of Parent pursuant to this Section 8.9 will become fully vested in all outstanding stock options and restricted shares held by such member upon termination from the Parent Board. In addition, the Company and Parent agree that the Parent Board shall give its consent that the resignation of any current member of the Parent Board who is not a designee of Parent pursuant to this Section 8.9 be treated as a “retirement” for purposes of those options granted under the Parent Director Stock Plan held by such member that have an exercise price above the fair market value of the Parent Common Shares on the date of such Parent Board consent, provided that such member has either attained age 65 or has served for ten years on Parent Board at the time of resignationmembers.