Common use of Additional Directors Clause in Contracts

Additional Directors. The Stockholders and NMS agree that, on or before December 10, 2008, the Board will (i) increase the size of the Board to eight (8) members and (ii)(A) appoint one (1) Stockholder Designee to the class of directors whose term shall expire at NMS’s 2009 annual meeting of stockholders (such person is referred to as the “2009 Stockholder Designee”) and (B) appoint one (1) Stockholder Designee to the class of directors whose term shall expire at NMS’s 2010 annual meeting of stockholders (such person is referred to as the “2010 Stockholder Designee”). At such time as a Stockholder Designee shall become a director of NMS in accordance with the terms of this Agreement, such Stockholder Designee shall agree in writing to be bound by the terms and conditions of NMS’s policies applicable to directors, including, without limitation, NMS’s Code of Conduct, Corporate Governance Guidelines and ixxxxxx xxxxxxx policy. The Stockholders and NMS further agree that the Board will appoint Jxxx Xxxxxx as Chief Executive Officer of NMS and as a director in the class of directors whose term shall expire at NMS’s 2011 annual meeting of stockholders upon the sooner of (i) January 1, 2009 or (ii) the closing of the Asset Sale.