Common use of Executive Directors Clause in Contracts

Executive Directors. (a) The parties hereby agree that Executive Holdco shall have the right, (i) to designate two (2) individuals initially, and to designate up to two (2) additional individuals in accordance with Section 2.1(g) and Section 2.2(d) (each, an “Executive Director”), for nomination to the Board, so long as either Key Executive is employed as Chief Executive Officer or Executive Chairman of the Company (the “Continued Employment Condition”) and (ii) to the extent the Continued Employment Condition is no longer satisfied, to designate one (1) individual as an Executive Director for nomination to the Board, so long as the Aggregate Executive Ownership is equal to or exceeds the Executive Ownership Minimum or a Triggering Event has not otherwise occurred (this clause (ii), the “Executive Holdco Step-Down”), in each case, subject to the proper exercise of the fiduciary duties of the Board or if then-different from the Board, the Governing Body (or the appropriate committee or subcommittee of either of the foregoing) with respect to director nominations.

Executive Directors. (a) The parties hereby agree that Executive Holdco shall have the right, (i) to designate two (2) individuals initially, and to designate up to two (2) additional individuals in accordance with Section 2.1(g) and Section 2.2(d) (each, an “Executive Director”), for nomination to the Board, so long as either Key Executive is employed as Chief Executive Officer or Executive Chairman of the Company (the “Continued Employment Condition”) and (ii) to the extent the Continued Employment Condition is no longer satisfied, to designate one (1) individual as an Executive Director for nomination to the Board, so long as the Aggregate Executive Ownership is equal to or exceeds the Executive Ownership Minimum or a Triggering Event described in clause (ii) of the definition thereof has not otherwise occurred (this clause (ii), the “Executive Holdco Step-Down”), in each case, subject to the proper exercise of the fiduciary duties of the Board or if then-different from the Board, the Governing Body (or the appropriate committee or subcommittee of either of the foregoing) with respect to director nominations.