Common use of Exemption from Liability Under Section 16(b) Clause in Contracts

Exemption from Liability Under Section 16(b). Discover and Capital One agree that, in order to most effectively compensate and retain Discover Insiders, both prior to and after the Effective Time, it is desirable that Discover Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Discover Common Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Discover shall deliver to Capital One in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Insiders”), and the Board of Directors of Capital One and of Discover, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Discover) any dispositions of Discover Common Stock, Discover Preferred Stock or Discover Equity Awards by the Discover Insiders, and (in the case of Capital One) any acquisitions of Capital One Common Stock, New Capital One Preferred Stock, or Capital One Equity Awards by any Discover Insiders who, immediately following the Mergers, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Each of the CBC Board and Capital One agree thatthe SCB Board shall, in order to most effectively compensate and retain Discover Insiders, both prior to and after the Effective Time, it is desirable that Discover Insiders not take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) and Rule 16b-3(e) under the Exchange Act to exempt the conversion of shares of CBC Common Stock and CBC Equity Awards into shares of SCB Common Stock and SCB Equity Awards pursuant to the terms of this Agreement by officers and directors of CBC subject to a risk the reporting requirements of liability under Section 16(b16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the fullest extent permitted by applicable law in connection with reporting requirements of Section 16(a) of the conversion of shares of Discover Common Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19Exchange Act. Discover CBC shall deliver to Capital One SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover CBC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover CBC Insiders”), and the Board of Directors of Capital One SCB and of DiscoverCBC, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of DiscoverCBC) any dispositions of Discover CBC Common Stock, Discover Preferred Stock or Discover CBC Equity Awards by the Discover CBC Insiders, and (in the case of Capital OneSCB) any acquisitions of Capital One SCB Common Stock, New Capital One Preferred Stock, Stock or Capital One SCB Equity Awards by any Discover CBC Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover CenterState and Capital One South State agree that, in order to most effectively compensate and retain Discover CenterState Insiders, both prior to and after the Effective Time, it is desirable that Discover CenterState Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Discover CenterState Common Stock and Discover Preferred Stock into shares of Capital One South State Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover CenterState Equity Awards into corresponding Capital One South State Equity Awards in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.196.18. Discover CenterState shall deliver to Capital One South State in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover CenterState Insiders”), and the Board of Directors of Capital One South State and of DiscoverCenterState, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of DiscoverCenterState) any dispositions of Discover CenterState Common Stock, Discover Preferred Stock or Discover CenterState Equity Awards by the Discover CenterState Insiders, and (in the case of Capital OneSouth State) any acquisitions of Capital One South State Common Stock, New Capital One Preferred Stock, Stock or Capital One South State Equity Awards by any Discover CenterState Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover CIT and Capital One BancShares agree that, in order to most effectively compensate and retain Discover CIT Insiders, both prior to and after the Effective Time, it is desirable that Discover CIT Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Discover CIT Common Stock and Discover CIT Preferred Stock into shares of Capital One BancShares Class A Common Stock and New Capital One BancShares Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.17. Discover CIT shall deliver to Capital One BancShares in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover CIT subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover CIT Insiders”), and the Board of Directors of Capital One BancShares and of DiscoverCIT, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of DiscoverCIT) any dispositions of Discover CIT Common Stock, Discover CIT Preferred Stock or Discover CIT Equity Awards by the Discover CIT Insiders, and (in the case of Capital OneBancShares) any acquisitions of Capital One BancShares Class A Common Stock, Stock or New Capital One BancShares Preferred Stock, or Capital One Equity Awards Stock by any Discover CIT Insiders who, immediately following the Mergerstransactions contemplated by this Agreement, will be officers or directors of the Surviving Entity BancShares subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Susquehanna and Capital One Parent agree that, in order to most effectively compensate and retain Discover those officers and directors of Susquehanna subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Susquehanna Insiders”), both prior to and after the Effective Time, it is desirable that Discover Susquehanna Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Discover Susquehanna Common Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Susquehanna Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.17. Discover shall deliver to Capital One in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Insiders”), and the The Board of Directors of Capital One Parent and of DiscoverSusquehanna, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterpromptly, and in any event prior to the Effective Time, take all such steps as may be required necessary or appropriate to cause (in the case of Discoveri) any dispositions of Discover Susquehanna Common Stock, Discover Preferred Stock or Discover Susquehanna Equity Awards by the Discover Insiders, and (in the case of Capital Oneii) any acquisitions of Capital One Parent Common StockStock and/or Susquehanna Stock Options exercisable for shares of Parent Common Stock converted at the Effective Time pursuant to Section 1.7(a), New Capital One Preferred Stockin each case, or Capital One Equity Awards pursuant to the transactions contemplated by this Agreement and by any Discover Susquehanna Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Webster and Capital One Sterling agree that, in order to most effectively compensate and retain Discover Sterling Insiders, both prior to and after the Effective Time, it is desirable that Discover Sterling Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Discover Sterling Common Stock, Sterling Series A Preferred Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Sterling Equity Awards into corresponding Capital One Webster Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Discover Sterling shall deliver to Capital One Webster in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Sterling Insiders”), and the Board of Directors of Capital One Webster and of DiscoverSterling, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of DiscoverSterling) any dispositions of Discover Sterling Common Stock, Discover Sterling Series A Preferred Stock or Discover Sterling Equity Awards by the Discover Sterling Insiders, and (in the case of Capital OneWebster) any acquisitions of Capital One Webster Common Stock, New Capital One Webster Preferred Stock, or Capital One Xxxxxxx Equity Awards by any Discover Sterling Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Cadence and Capital One BancorpSouth agree that, in order to most effectively compensate and retain Discover Cadence Insiders, both prior to and after the Effective Time, it is desirable that Discover Cadence Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Discover Cadence Common Stock and Discover Preferred Stock into shares of Capital One BancorpSouth Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover Cadence Equity Awards into corresponding Capital One BancorpSouth Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.20. Discover Cadence shall deliver to Capital One BancorpSouth in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover Cadence subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Cadence Insiders”), and the Board of Directors of Capital One BancorpSouth and of DiscoverCadence, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of DiscoverCadence) any dispositions of Discover Cadence Common Stock, Discover Preferred Stock or Discover Cadence Equity Awards by the Discover Cadence Insiders, and (in the case of Capital OneBancorpSouth) any acquisitions of Capital One BancorpSouth Common Stock, New Capital One Preferred Stock, Stock or Capital One BancorpSouth Equity Awards by any Discover Cadence Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover GWB and Capital One FIBK agree that, in order to most effectively compensate and retain Discover GWB Insiders, both prior to and after the Effective Time, it is desirable that Discover GWB Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Discover GWB Common Stock and Discover Preferred Stock into shares of Capital One FIBK Class A Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover GWB Equity Awards into corresponding Capital One FIBK Equity Awards in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.19‎6.18. Discover GWB shall deliver to Capital One FIBK in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover GWB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover GWB Insiders”), and the Board of Directors of Capital One FIBK and of DiscoverGWB, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of DiscoverGWB) any dispositions of Discover GWB Common Stock, Discover Preferred Stock or Discover GWB Equity Awards by the Discover GWB Insiders, and (in the case of Capital OneFIBK) any acquisitions of Capital One FIBK Class A Common Stock, New Capital One Preferred Stock, Stock or Capital One FIBK Equity Awards by any Discover GWB Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover GWB and Capital One FIBK agree that, in order to most effectively compensate and retain Discover GWB Insiders, both prior to and after the Effective Time, it is desirable that Discover GWB Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Discover GWB Common Stock and Discover Preferred Stock into shares of Capital One FIBK Class A Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover GWB Equity Awards into corresponding Capital One FIBK Equity Awards in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.196.18. Discover GWB shall deliver to Capital One FIBK in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover GWB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover GWB Insiders”), and the Board of Directors of Capital One FIBK and of DiscoverGWB, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of DiscoverGWB) any dispositions of Discover GWB Common Stock, Discover Preferred Stock or Discover GWB Equity Awards by the Discover GWB Insiders, and (in the case of Capital OneFIBK) any acquisitions of Capital One FIBK Class A Common Stock, New Capital One Preferred Stock, Stock or Capital One FIBK Equity Awards by any Discover GWB Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover PFIS and Capital One FNCB agree that, in order to most effectively compensate and retain Discover FNCB Insiders, both prior to and after the Effective Time, it is desirable that Discover FNCB Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Discover FNCB Common Stock and Discover Preferred FNCB Restricted Stock Awards into shares of Capital One PFIS Common Stock and New Capital One Preferred Stock or PFIS Equity Awards, as applicable, in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.21. Discover FNCB shall deliver to Capital One PFIS in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover FNCB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover FNCB Insiders”), and the Board of Directors of Capital One PFIS and of DiscoverFNCB, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of DiscoverFNCB) any dispositions of Discover FNCB Common Stock, Discover Preferred Stock or Discover Equity FNCB Restricted Stock Awards by the Discover FNCB Insiders, and (in the case of Capital OnePFIS) any acquisitions of Capital One PFIS Common Stock, New Capital One Preferred Stock, Stock or Capital One PFIS Equity Awards by any Discover FNCB Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Allegiance and Capital One CBTX agree that, in order to most effectively compensate and retain Discover Allegiance Insiders, both prior to and after the Effective Time, it is desirable that Discover Allegiance Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Discover Allegiance Common Stock and Discover Preferred Stock into shares of Capital One CBTX Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover Allegiance Equity Awards into corresponding Capital One CBTX Equity Awards in the MergerMerger consistent with Section 1.7 of this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.18. Discover Allegiance shall deliver to Capital One CBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover Allegiance subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Allegiance Insiders”), and the Board of Directors of Capital One CBTX and of DiscoverAllegiance, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of DiscoverAllegiance) any dispositions of Discover Allegiance Common Stock, Discover Preferred Stock or Discover Allegiance Equity Awards by the Discover Allegiance Insiders, and (in the case of Capital OneCBTX) any acquisitions of Capital One CBTX Common Stock, New Capital One Preferred Stock, Stock or Capital One CBTX Equity Awards by any Discover Allegiance Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover Sterling and Capital One Provident agree that, in order to most effectively compensate and retain Discover InsidersSterling Insiders (as defined below), both prior to and after the Effective Time, it is desirable that Discover Sterling Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Discover Sterling Common Stock and Discover Preferred Stock into shares of Capital One Provident Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover Equity Sterling Stock Options and Sterling Restricted Stock Awards into corresponding Capital One Equity Provident Stock Options or Provident Restricted Stock Awards in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.196.18. Discover shall deliver Assuming Sterling delivers to Capital One Provident in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover Sterling Insiders”), and the Board of Directors of Capital One Provident and of DiscoverSterling, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Discover) any dispositions of Discover Sterling Common Stock, Discover Preferred Sterling Restricted Stock Awards or Discover Equity Awards Sterling Stock Options by the Discover Sterling Insiders, and (in the case of Capital One) any acquisitions of Capital One Provident Common Stock, New Capital One Preferred Stock, Provident Restricted Stock Awards or Capital One Equity Awards Provident Stock Options by any Discover Sterling Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover The Company and Capital One MTR agree that, in order to most effectively compensate and retain Discover InsidersCompany Insiders and MTR Insiders (as defined below) in connection with the Mergers, both prior to and after the Effective Time, it is desirable that Discover Company Insiders and MTR Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of Discover MTR Common Stock, MTR Stock Options, MTR Restricted Shares, MTR RSUs, and Discover Preferred Stock Company Membership Interests into Parent Common Stock, Parent options, restricted shares of Capital One Common Stock and New Capital One Preferred Stock units, as the case may be, in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the MergerMergers, and for that compensatory and retentive purpose agree to the provisions of this Section 6.195.20. Discover shall Assuming the Company and MTR deliver to Capital One Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover the Company and MTR who will be subject to the reporting requirements of Section 16(a) of the Exchange Act (respectively, the “Discover Company Insiders” and the “MTR Insiders”), the number of shares of MTR Common Stock, MTR Stock Options, MTR Restricted Shares, MTR RSUs, and Company Membership Interests be held by each such Company Insider or MTR Insider expected to be exchanged in the Board of Directors of Capital One and of DiscoverMergers, Parent Board, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (adopt a resolution providing in substance that the case receipt by the Company Insiders and MTR Insiders of Discover) any dispositions of Discover Parent Common Stock, Discover Preferred Stock or Discover Equity Awards by the Discover InsidersParent options, and (Parent restricted stock units, deferred stock units and phantom units, in the case of Capital One) any acquisitions of Capital One exchange for MTR Common Stock, New Capital One Preferred StockMTR Stock Options, or Capital One Equity Awards by any Discover Insiders whoMTR Restricted Shares, immediately following the MergersMTR RSUs, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Actand Company Membership Interests, in each case pursuant to the transactions contemplated by this Agreement, are approved by Parent Board or by such committee thereof, and are intended to be exempt from liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Discover IBTX and Capital One SouthState agree that, in order to most effectively compensate and retain Discover IBTX Insiders, both prior to and after the Effective Time, it is desirable that Discover IBTX Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Discover IBTX Common Stock and Discover Preferred Stock into shares of Capital One SouthState Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover IBTX Equity Awards into corresponding Capital One SouthState Equity Awards in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.19. Discover IBTX shall deliver to Capital One SouthState in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover IBTX subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover IBTX Insiders”), and the Board of Directors of Capital One SouthState and of DiscoverIBTX, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of DiscoverIBTX) any dispositions of Discover IBTX Common Stock, Discover Preferred Stock or Discover IBTX Equity Awards by the Discover IBTX Insiders, and (in the case of Capital OneSouthState) any acquisitions of Capital One SouthState Common Stock, New Capital One Preferred Stock, Stock or Capital One SouthState Equity Awards by any Discover IBTX Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover TSYS and Capital One Global Payments agree that, in order to most effectively compensate and retain Discover TSYS Insiders, both prior to and after the Effective Time, it is desirable that Discover TSYS Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Discover TSYS Common Stock and Discover Preferred Stock into shares of Capital One Global Payments Common Stock and New Capital One Preferred Stock in the Mergers Merger and the conversion of Discover TSYS Equity Awards into corresponding Capital One Global Payments Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Discover TSYS shall deliver to Capital One Global Payments in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover TSYS subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Discover TSYS Insiders”), and the Board of Directors of Capital One Global Payments and of DiscoverTSYS, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of DiscoverTSYS) any dispositions of Discover TSYS Common Stock, Discover Preferred Stock or Discover TSYS Equity Awards by the Discover TSYS Insiders, and (in the case of Capital OneGlobal Payments) any acquisitions of Capital One Global Payments Common Stock, New Capital One Preferred Stock, Stock or Capital One Global Payments Equity Awards by any Discover TSYS Insiders who, immediately following the MergersMerger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Discover and Capital One agree that, in order If Xxxxxx delivers to most effectively compensate and retain Discover Insiders, both prior to and after the Effective Time, it is desirable that Discover Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Discover Common Stock and Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into corresponding Capital One Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Discover shall deliver to Capital One Regions in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Discover Xxxxxx subject to the reporting requirements of Section 16(a) of the Exchange 1934 Act (the “Discover "Xxxxxx Insiders”"), the number of shares of Xxxxxx Common Stock held or to be held by each such Xxxxxx Insider expected to be exchanged for the Regions Common Stock in the Merger, and the number and description of the options to purchase shares of Xxxxxx Common Stock held by each such Xxxxxx Insider and expected to be converted into options to purchase the Regions Common Stock in the Merger, the Board of Directors of Capital One and of DiscoverRegions, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange 1934 Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (adopt a resolution providing that the receipt by the Xxxxxx Insiders of the Regions Common Stock in the case exchange for shares of Discover) any dispositions of Discover Xxxxxx Common Stock, Discover Preferred and of options to purchase shares of the Regions Corporation Common Stock or Discover Equity Awards by the Discover Insiders, and (in the case upon conversion of Capital One) any acquisitions of Capital One options to purchase Xxxxxx Common Stock, New Capital One Preferred Stock, or Capital One Equity Awards by any Discover Insiders who, immediately following the Mergers, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this AgreementAgreement and to the extent such securities are listed in the information provided by Xxxxxx, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from liability Liability pursuant to Section 16(b) of the 1934 Act, such that any such receipt shall be so exempt. Xxxxxx shall take all such steps as may be required to cause the transactions contemplated by Section 3.5 of this Agreement and any other dispositions of Xxxxxx equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Xxxxxx to be exempt under Rule 16b-3 promulgated under the Exchange Act to the fullest extent permitted by applicable law1934 Act.