Common use of Specific Designees Clause in Contracts

Specific Designees. (a) The following sets forth the number of Designees that KRH shall be permitted to designate for appointment or nomination, as the case may be, for election to the seven-member Board (with the number of Designees subject to adjustment pursuant to paragraphs (b) and (c) below in the event of an increase in the size of the Board): i. If KRH’s Beneficial Ownership of Membership Units in Holdings II is not less than 30% of the then outstanding Membership Units, then KRH shall have the right to designate four (4) Designees; ii. If KRH’s Beneficial Ownership of Membership Units in Holdings II is less than 30% (but remains at or above 20%) of the then outstanding Membership Units, then KRH shall have the right to designate three (3) Designees; iii. If KRH’s Beneficial Ownership of Membership Units in Holdings II is less than 20% (but remains at or above 10%) of the then outstanding Membership Units, then KRH shall have the right to designate two (2) Designees; and iv. If KRH’s Beneficial Ownership of the Membership Units in Holdings II is less than 10% (but remains at or above 5%) of the then outstanding Membership Units, then KRH shall have the right to designate one (1) Designee. v. If KRH’s Beneficial Ownership of the Membership Units in Holdings II is less than 5% of the then outstanding Membership Units, then KRH shall no longer have the right to designate any number of Designees; provided, however, if KRH’s Beneficial Ownership of Membership Units in Holdings II subsequently becomes greater than 5%, KRH shall have the right to designate a number of designees in accordance with this Section 2.2. (b) In the event that (i) the size of the Board is increased and (ii) at the time of such increase, KRH Beneficial Owns at least 30% of Membership Units in Holdings II, then KRH shall have the right to designate Additional Designees (defined below) with such Additional Designees equaling a number that will constitute a majority of the Board. (c) In the event that (i) the size of the Board is increased and (ii) KRH Beneficially Owns less than 30% of the then outstanding Membership Units in Holdings II, KRH may designate Additional Designees equal to the comparable percentage of Designees that KRH would have on a seven-member Board rounded up to the nearest whole number; provided however, that such percentage shall be rounded down if rounding up would cause the number of KRH’s Designees, if elected, to make up a majority of the Board. (d) at every meeting of the Board, or a committee thereof, for which Directors are appointed or are nominated to stand for election by stockholders of RHI Inc., KRH will have the right to designate those persons to be appointed or nominated, as the case may be, for election to the Board for each Retiring Director that was a prior Designee of KRH in accordance with this Section 2.2.

Specific Designees. (a) The following sets forth the number of Designees that KRH shall be permitted to designate for appointment or nomination, as the case may be, for election to the seven-member Board (with the number of Designees subject to adjustment pursuant to paragraphs (b) and (c) below in the event of an increase in the size of the Board): i. If KRH’s Beneficial Ownership of Membership Units in Holdings II is not less than 3035% of the then outstanding Membership Units, then KRH shall have the right to designate four (4) Designees; ii. If KRH’s Beneficial Ownership of Membership Units in Holdings II is less than 3035% (but remains at or above 2025%) of the then outstanding Membership Units, then KRH shall have the right to designate three (3) Designees; iii. If KRH’s Beneficial Ownership of Membership Units in Holdings II is less than 2025% (but remains at or above 10%) of the then outstanding Membership Units, then KRH shall have the right to designate two (2) Designees; and iv. If KRH’s Beneficial Ownership of the Membership Units in Holdings II is less than 10% (but remains at or above 5%) of the then outstanding Membership Units, then KRH shall have the right to designate one (1) Designee. v. If KRH’s Beneficial Ownership of the Membership Units in Holdings II is less than 5% of the then outstanding Membership Units, then KRH shall no longer have the right to designate any number of Designees; provided, however, if KRH’s Beneficial Ownership of Membership Units in Holdings II subsequently becomes greater than 5%, KRH shall have the right to designate a number of designees in accordance with this Section 2.2. (b) In the event that (i) the size of the Board is increased and (ii) at the time of such increase, KRH Beneficial Owns at least 3035% of Membership Units in Holdings II, then KRH shall have the right to designate Additional Designees (defined below) with such Additional Designees equaling a number that will constitute a majority of the Board. (c) In the event that (i) the size of the Board is increased and (ii) KRH Beneficially Owns less than 3035% of the then outstanding Membership Units in Holdings II, KRH may designate Additional Designees equal to the comparable percentage of Designees that KRH would have on a seven-member Board rounded up to the nearest whole number; provided however, that such percentage shall be rounded down if rounding up would cause the number of KRH’s Designees, if elected, to make up a majority of the Board. (d) at every meeting of the Board, or a committee thereof, for which Directors are appointed or are nominated to stand for election by stockholders of RHI Inc., KRH will have the right to designate those persons to be appointed or nominated, as the case may be, for election to the Board for each Retiring Director that was a prior Designee of KRH in accordance with this Section 2.2.