CD&R Designee definition
Examples of CD&R Designee in a sentence
The Company is entitled to identify such individual as a CD&R Designee pursuant to this Agreement.
In the event that such CD&R Designee has served as CEO for a period of six months, the continuation of such CD&R Designee to serve in such position shall require the approval of the Required Directors pursuant to Section 2.5(a)(i).
Notwithstanding that such CD&R Designee no longer holds the title of Chairman, such designee shall be entitled to continue to be active in the day-to-day business of the Company as specified in Section 2.1(a)(i).
The chairperson of each of the Compensation Committee, Nominating and Corporate Governance Committee and Finance Committee shall be a CDR Designee, and the chairpersons of the remaining committees shall be Non-CDR Directors.
Upon the termination or resignation of any Person who holds the title of Chairman and CEO, the CD&R Designee shall be entitled to serve as both Chairman pursuant to Section 2.1(a)(i) and interim CEO pursuant to Section 2.1(i).
Notwithstanding the foregoing, any CD&R Designee whom the Board determines to be “independent” as defined under Exchange and Exchange Act rules and regulations shall be entitled to participate in the Company’s compensation arrangements in which non-CD&R Designees, or other “independent” Directors, participate.
In any such case described in clauses (i) or (ii) of the immediately preceding sentence, the CD&R Designator shall withdraw the designation of such proposed CD&R Designee, and, subject to the requirements of this Section 2.2(i), be permitted to designate a replacement therefor (which replacement CD&R Designee will also be subject to the requirements of this Section 2.2(i)).
The Audit Committee of the Board shall have three members, consisting of the CDR Designee, the Family Designee and one Other Director, or such other members as the CDR Designee and the Family Designee shall mutually agree.
Notwithstanding the foregoing, any CD&R Designee whom the Board determines to be “independent” as defined under NYSE and Exchange Act rules and regulations shall be entitled to participate in the Company’s compensation arrangements in which non-CD&R Designees, or other “independent” Directors, participate.
The Nominating and Corporate Governance Committee of the Board shall have five members, consisting of the CDR Designee, the Family Designee, the Exor Designee and two Other Directors, or such other members as the CDR Designee, the Family Designee and the Exor Designee shall mutually agree.