Common use of Appointment of Independent Committee Clause in Contracts

Appointment of Independent Committee. (a) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change in Control, an Independent Committee consisting of at least three members shall be appointed by the Human Resource Committee subject to the written approval of a majority of the Participants in the Plans on the date of such Change in Control. The Independent Committee shall: (i) determine the amount of the irrevocable contributions to be made by each Employer pursuant to Section 1(f) hereof; (ii) determine in accordance with the Plans the amounts payable with respect to each Plan Participant (and his or her beneficiaries), the form in which such amounts are to be paid, and the time of commencement for payment of such amounts pursuant to Section 2(a) hereof; (iii) determine the entitlement of Plan Participants and beneficiaries to benefits under the terms of the Plans pursuant to Section 2(b) hereof; (iv) direct the Trustee to make payments to Plan Participants and their beneficiaries pursuant to Section 2 hereof; and (v) select a successor Trustee for the Trust if a Trustee resigns or is removed on or after the date of a Change in Control pursuant to Section 12. (b) Each member of the Independent Committee so appointed shall serve in such office until his or her death, resignation or removal. The Human Resource Committee may remove any member of the Independent Committee effective upon the written approval of a majority of the Plan Participants. Vacancies on the Independent Committee shall be filled from time to time by the Human Resource Committee effective upon the written approval of a majority of the Participants in the Plans on the date such vacancy is filled. (c) The Independent Committee shall act by a majority of its members at the time in office and such action may be taken either by a vote at a meeting or in writing without a meeting. The Independent Committee may by such majority action authorize any one or more of its members to execute any document or documents on behalf of the Independent Committee, in which event the Independent Committee shall notify the Trustee in writing of such action and the name or names of its member or members so authorized to act. Every interpretation, choice, determination or other exercise by the Independent Committee of any power or discretion given either expressly or by implication to it shall be conclusive and binding upon all parties having or claiming to have an interest under the Trust or otherwise directly or indirectly affected by such action, without restriction, however, on the right of the Independent Committee to reconsider and redetermine such action. (d) Any provision of this Trust Agreement to the contrary notwithstanding, in the event that (i) the Human Resource Committee shall not appoint an Independent Committee within 30 days following a Change in Control or a majority of the Participants in the Plans do not approve in writing at least three members selected by the Human Resource Committee to serve on an Independent Committee within such 30-day period or (ii) the Human Resource Committee does not fill a vacancy on the Independent Committee within 30 days of the date such office becomes vacant or a majority of the Participants in the Plans do not approve in writing the Human Resource Committee's selection to fill a vacancy on the Independent Committee within such 30-day period, then the Participants in the Plans shall elect, by majority vote, up to three individuals to the extent necessary to ensure that the Independent Committee consists of three members.

Appointment of Independent Committee. (a) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change in of Control, an Independent Committee consisting of at least three members shall be appointed by the Human Resource Committee Board subject to the written approval of a majority of the Participants in the Plans on the date of such Change in of Control. The Independent Committee shall: (i) determine the amount of the irrevocable contributions to be made by each Employer the Company pursuant to Section 1(fl(f) hereof; (ii) determine in accordance with the Plans the amounts payable with respect to each Plan Participant (and his or her beneficiaries), the form in which such amounts are to be paid, and the time of commencement for payment of such amounts pursuant to Section 2(a) hereof; (iii) determine the entitlement of Plan Participants and beneficiaries to benefits under the terms of the Plans pursuant to Section 2(b) hereof; (iv) direct the Trustee to make payments to Plan Participants and their beneficiaries pursuant to Section 2 hereof; and (v) select a successor Trustee for the Trust if a Trustee resigns or is removed on or after the date of a Change in of Control pursuant to Section 12. (b) Each member of the Independent Committee so appointed shall serve in such office until his or her death, resignation or removal. The Human Resource Committee Board may remove any member of the Independent Committee effective upon by giving written notice thereof to all Plan Participants and all members of the Independent Committee; provided, however, that no member of the Independent Committee may be removed by the Board on or after a Change of Control except with the written approval consent of a majority of the Plan Participants. Vacancies on the Independent Committee shall be filled from time to time by the Human Resource Committee effective upon Board subject to the written approval of a majority of the Participants in the Plans on the date such vacancy is filled. (c) The Independent Committee shall act by a majority of its members at the time in office and such action may be taken either by a vote at a meeting or in writing without a meeting. The Independent Committee may by such majority action authorize any one or more of its members to execute any document or documents on behalf of the Independent Committee, in which event the Independent Committee shall notify the Trustee in writing of such action and the name or names of its member or members so authorized to act. Every interpretation, choice, determination or other exercise by the Independent Committee of any power or discretion given either expressly or by implication to it shall be conclusive and binding upon all parties having or claiming to have an interest under the Trust or otherwise directly or indirectly affected by such action, without restriction, however, on the right of the Independent Committee to reconsider and redetermine such action. (d) Any provision of this Trust Agreement to the contrary notwithstanding, in the event that (i) the Human Resource Committee Board shall not appoint an Independent Committee within 30 days following a Change in of Control or a majority of the Participants in the Plans do not approve in writing at least three members selected by the Human Resource Committee Board to serve on an Independent Committee within such 30-day period or (ii) the Human Resource Committee Board does not fill a vacancy on the Independent Committee within 30 days of the date such office becomes vacant or a majority of the Participants in the Plans do not approve in writing the Human Resource CommitteeBoard's selection to fill a vacancy on the Independent Committee within such 30-day period, then the Participants in the Plans shall elect, by majority vote, up to three individuals to the extent necessary to ensure that the Independent Committee consists of three members.

Appointment of Independent Committee. (a) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change in Control, an Independent Committee consisting of at least three members shall be appointed by the Human Resource Resources Committee of the Board of Directors of the Company subject to the written approval of a majority of the Participants in the Plans on the date of such Change in Control. The Independent Committee shall: (i) determine the amount of the irrevocable contributions to be made by each Employer pursuant to Section 1(f) hereof; (ii) determine in accordance with the Plans the amounts payable with respect to each Plan Participant (and his or her beneficiaries), the form in which such amounts are to be paid, and the time of commencement for payment of such amounts pursuant to Section 2(a) hereof; (iii) determine the entitlement of Plan Participants and beneficiaries to benefits under the terms of the Plans pursuant to Section 2(b) hereof; (iv) direct the Trustee to make payments to Plan Participants and their beneficiaries pursuant to Section 2 hereof; and (v) select a successor Trustee for the Trust if a Trustee resigns or is removed on or after the date of a Change in Control pursuant to Section 12. (vi) be responsible for any employee records and federal and tax reporting beginning on the date of Change in Control. (b) Each member of the Independent Committee so appointed shall serve in such office until his or her death, resignation or removal. The Human Resource Resources Committee may remove any member of the Independent Committee effective upon the written approval of a majority of the Plan Participants. Vacancies on the Independent Committee shall be filled from time to time by the Human Resource Resources Committee effective upon the written approval of a majority of the Participants in the Plans on the date such vacancy is filled. (c) The Independent Committee shall act by a majority of its members at the time in office and such action may be taken either by a vote at a meeting or in writing without a meeting. The Independent Committee may by such majority action authorize any one or more of its members to execute any document or documents on behalf of the Independent Committee, in which event the Independent Committee shall notify the Trustee in writing of such action and the name or names of its member or members so authorized to act. Every interpretation, choice, determination or other exercise by the Independent Committee of any power or discretion given either expressly or by implication to it shall be conclusive and binding upon all parties having or claiming to have an interest under the Trust or otherwise directly or indirectly affected by such action, without restriction, however, on the right of the Independent Committee to reconsider and redetermine such action. (d) Any provision of this Trust Agreement to the contrary notwithstanding, in the event that (i) the Human Resource Resources Committee shall not appoint an Independent Committee within 30 days following a Change in Control or a majority of the Participants in the Plans do not approve in writing at least three members selected by the Human Resource Resources Committee to serve on an Independent Committee within such 30-day period or (ii) the Human Resource Resources Committee does not fill a vacancy on the Independent Committee within 30 days of the date such office becomes vacant or a majority of the Participants in the Plans do not approve in writing the Human Resource Resources Committee's selection to fill a vacancy on the Independent Committee within such 30-day period, then the Participants in the Plans shall elect, by majority vote, up to three individuals to the extent necessary to ensure that the Independent Committee consists of three members.

Appointment of Independent Committee. (a) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change in Controlof Control of the Company, an Independent Committee consisting of at least three members shall be appointed by the Human Resource Committee Board of Directors of ENSERCH Corporation (the "Board") subject to the written approval of a majority of the Participants in the Plans on the date of such Change in ControlPlan Participants. The Independent Committee shall: (i) determine the assumptions to be used in calculating present values of benefits accrued for purposes of this Trust; (ii) determine the amount of the irrevocable contributions to be made by each Employer pursuant to Section 1(fl(f) hereof; (iiiii) determine in accordance with the Plans Plan the amounts payable with respect to each Plan Participant (and his or her beneficiaries), the form in which such amounts are to be paid, and the time of commencement for payment of such amounts pursuant to Section 2(a) hereof; (iiiiv) determine the entitlement of Plan Participants and beneficiaries to benefits under the terms of the Plans Plan pursuant to Section 2(b) hereof; (ivv) direct the Trustee to make payments to Plan Participants and their beneficiaries pursuant to Section 2 hereof; and (vvi) select a successor Trustee for the Trust if a Trustee resigns or is removed on or after the date of a Change in of Control of the Company pursuant to Section 12. (b) Each member of the Independent Committee so appointed shall serve in such office until his or her death, resignation or removal. The Human Resource Committee Board may remove any member of the Independent Committee effective upon by giving written notice thereof to all Plan Participants and all members of the Independent Committee; provided, however, that no member of the Independent Committee may be removed by the Board on or after a Change of Control of the Company except with the written approval consent of a majority of the Plan Participants. Vacancies on the Independent Committee shall be filled from time to time by the Human Resource Committee effective upon Board subject to the written approval of a majority of the Plan Participants in the Plans on the date such vacancy is filled. (c) The Independent Committee shall act by a majority of its members at the time in office and such action may be taken either by a vote at a meeting or in writing without a meeting. The Independent Committee may by such majority action authorize any one or more of its members to execute any document or documents on behalf of the Independent Committee, in which event the Independent Committee shall notify the Trustee in writing of such action and the name or names of its member or members so authorized to act. Every interpretation, choice, determination or other exercise by the Independent Committee of any power or discretion given either expressly or by implication to it shall be conclusive and binding upon all parties having or claiming to have an interest under the Trust or otherwise directly or indirectly affected by such action, without restriction, however, on the right of the Independent Committee to reconsider and redetermine such action. (d) Any provision of this Trust Agreement to the contrary notwithstanding, in the event that (i) the Human Resource Committee Board shall not appoint an Independent Committee within 30 days following a Change in of Control of the Company or a majority of the Participants in the Plans Plan do not approve in writing at least three members selected by the Human Resource Committee Board to serve on an Independent Committee within such 30-day period or (ii) the Human Resource Committee Board does not fill a vacancy on the Independent Committee within 30 days of the date such office becomes vacant or a majority of the Participants in the Plans Plan do not approve in writing the Human Resource CommitteeBoard's selection to fill a vacancy on the Independent Committee within such 30-day period, then the Participants in the Plans Plan shall elect, by majority vote, up to three individuals to the extent necessary to ensure that the Independent Committee consists of three members.

Appointment of Independent Committee. (a) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change in Control, an Independent Committee consisting of at least lease three members shall be appointed by the Human Resource Resources Committee of the Board of Directors of the Company subject to the written approval of a majority of the Participants in the Plans on the date of such Change in Control. The Independent Committee shall: (i) determine the amount of the irrevocable contributions to be made by each Employer pursuant to Section 1(f) hereof; (ii) determine in accordance with the Plans the amounts payable with respect to each Plan Participant (and his or her beneficiaries), the form in which such amounts are to be paid, and the time of commencement for payment of such amounts pursuant to Section 2(a) hereof; (iii) determine the entitlement of Plan Participants and beneficiaries to benefits under the terms of the Plans pursuant to Section 2(b) hereof; (iv) direct the Trustee to make payments to the Plan Participants and their beneficiaries pursuant to Section 2 hereof; and (v) select a successor Trustee for the Trust if a Trustee resigns or is removed on or after the date of a Change in Control pursuant to Section 12. (vi) be responsible for any employee records and federal and tax reporting beginning on the date of Change in Control. (b) Each member of the Independent Committee so appointed shall serve in such office until his or her death, resignation or removal. The Human Resource Resources Committee may remove any member of the Independent Committee effective upon the written approval of a majority of the Plan Participants. Vacancies on the Independent Committee shall be filled from time to time by the Human Resource Resources Committee effective upon the written approval of a majority of the Participants in the Plans on the date such vacancy is filled. (c) The Independent Committee shall act by a majority of its members at the time in office and such action may be taken either by a vote at a meeting or in writing without a meeting. The Independent Committee may by such majority action authorize any one or more of if its members to execute any document or documents on behalf of the Independent Committee, in which event the Independent Committee shall notify the Trustee in writing of such action and the name or names of its member or members so authorized to act. Every interpretation, choice, determination or other exercise by the Independent Committee of any power or discretion given either expressly or by implication to it shall be conclusive and binding upon all parties having or claiming to have an interest under the Trust or otherwise directly or indirectly affected by such action, without restriction, however, on the right of the Independent Committee to reconsider and redetermine such action. (d) Any provision of this Trust Agreement to the contrary notwithstanding, in the event that (i) the Human Resource Resources Committee shall not appoint an Independent Committee within 30 days following a Change in Control or a majority of the Participants in the Plans do not approve in writing at least three members selected by the Human Resource Resources Committee to serve on an Independent Committee within such 30-day period or (ii) the Human Resource Resources Committee does not fill a vacancy on the Independent Committee within 30 days of the date such office becomes vacant or a majority of the Participants in the Plans do not approve in writing the Human Resource Resources Committee's selection to fill a vacancy on the Independent Committee within such 30-day period, then the Participants in the Plans shall elect, by majority vote, up to three individuals to the extent necessary to ensure that the Independent Committee consists of three members.

Appointment of Independent Committee. (a) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change in Control, an Independent Committee consisting of at least three members shall be appointed by the Human Resource Resources Committee of the Board of Directors of the Company subject to the written approval of a majority of the Participants in the Plans on the date of such Change in Control. The Independent Committee shall: (i) determine the amount of the irrevocable contributions to be made by each Employer pursuant to Section 1(f) hereof; (ii) determine in accordance with the Plans the amounts payable with respect to each Plan Participant (and his or her beneficiaries), the form in which such amounts are to be paid, and the time of commencement for payment of such amounts pursuant to Section 2(a) hereof; (iii) determine the entitlement of Plan Participants and beneficiaries to benefits under the terms of the Plans pursuant to Section 2(b) hereof; (iv) direct the Trustee to make payments to Plan Participants and their beneficiaries pursuant to Section 2 hereof; and (v) select a successor Trustee for the Trust if a Trustee resigns or is removed on or after the date of a Change in Control pursuant to Section 12. (vi) be responsible for any employee records and federal and tax reporting beginning on the date of Change in Control. (b) Each member of the Independent Committee so appointed shall serve in such office until his or her death, resignation or removal. The Human Resource Resources Committee may remove any member of the Independent Committee effective upon the written approval of a majority of the Plan Participants. Vacancies on the Independent Committee shall be filled from time to time by the Human Resource Resources Committee effective upon the written approval of a majority of the Participants in the Plans on the date such vacancy is filled. (c) The Independent Committee shall act by a majority of its members at the time in office and such action may be taken either by a vote at a meeting or in writing without a meeting. The Independent Committee may by such majority action authorize any one or more of its members to execute any document or documents on behalf of the Independent Committee, in which event the Independent Committee shall notify the Trustee in writing of such action and the name or names of its member or members so authorized to act. Every interpretation, choice, determination or other exercise by the Independent Committee of any power or discretion given either expressly or by implication to it shall be conclusive and binding upon all parties having or claiming to have an interest under the Trust or otherwise directly or indirectly affected by such action, without restriction, however, on the right of the Independent Committee to reconsider and redetermine such action. (d) Any provision of this Trust Agreement to the contrary notwithstanding, in the event that (i) the Human Resource Resources Committee shall not appoint an Independent Committee within 30 days following a Change in Control or a majority of the Participants in the Plans do not approve in writing at least three members selected by the Human Resource Resources Committee to serve on an Independent Committee within such 30-day period or (ii) the Human Resource Resources Committee does not fill a vacancy on the Independent Committee within 30 days of the date such office becomes vacant or a majority of the Participants in the Plans do not approve in writing the Human Resource Resources Committee's ’s selection to fill a vacancy on the Independent Committee within such 30-day period, then the Participants in the Plans shall elect, by majority vote, up to three individuals to the extent necessary to ensure that the Independent Committee consists of three members.

Appointment of Independent Committee. (a) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change in of Control, an Independent Committee consisting of at least three members shall be appointed by the Human Resource Compensation Committee subject to the written approval of a majority of the Participants in the Plans on the date of such Change in of Control. The Independent Committee shall: (i) determine the amount of the irrevocable contributions to be made by each Employer pursuant to Section 1(fl(f) hereof; (ii) determine in accordance with the Plans the amounts payable with respect to each Plan Participant (and his or her beneficiaries), the form in which such amounts are to be paid, and the time of commencement for payment of such amounts pursuant to Section 2(a) hereof; (iii) determine the entitlement of Plan Participants and beneficiaries to benefits under the terms of of. the Plans pursuant to Section 2(b) hereof; (iv) direct the Trustee to make payments to Plan Participants and their beneficiaries pursuant to Section 2 hereof; and (v) select a successor Trustee for the Trust if a Trustee resigns or is removed on or after the date of a Change in of Control pursuant to Section 12. (b) Each member of the Independent Committee so appointed shall serve in such office until his or her death, resignation or removal. The Human Resource Compensation Committee may remove any member of the Independent Committee effective upon the written approval of a majority of the Plan Participants. Vacancies on the Independent Committee shall be filled from time to time by the Human Resource Compensation Committee effective upon the written approval of a majority of the Participants in the Plans on the date such vacancy is filled. (c) The Independent Committee shall act by a majority of its members at the time in office and such action may be taken either by a vote at a meeting or in writing without a meeting. The Independent Committee may by such majority action authorize any one or more of its members to execute any document or documents on behalf of the Independent Committee, in which event the Independent Committee shall notify the Trustee in writing of such action and the name or names of its member or members so authorized to act. Every interpretation, choice, determination or other exercise by the Independent Committee of any power or discretion given either expressly or by implication to it shall be conclusive and binding upon all parties having or claiming to have an interest under the Trust or otherwise directly or indirectly affected by such action, without restriction, however, on the right of the Independent Committee to reconsider and redetermine such action. (d) Any provision of this Trust Agreement to the contrary notwithstanding, in the event that (i) the Human Resource Compensation Committee shall not appoint an Independent Committee within 30 days following a Change in of Control or a majority of the Participants in the Plans do not approve in writing at least three members selected by the Human Resource Compensation Committee to serve on an Independent Committee within such 30-day period or (ii) the Human Resource Compensation Committee does not fill a vacancy on the Independent Committee within 30 days of the date such office becomes vacant or a majority of the Participants in the Plans do not approve in writing the Human Resource Compensation Committee's selection to fill a vacancy on the Independent Committee within such 30-day period, then the Participants in the Plans shall elect, by majority vote, up to three individuals to the extent necessary to ensure that the Independent Committee consists of three members.