Common use of Board Committees Clause in Contracts

Board Committees. Each Shareholder shall take all necessary or desirable actions within his, her or its control, including through the voting of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1, and the Company shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as a committee to the Board in accordance with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Committee and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception of the Executive Committee and the Credit Committee, any committee established by the Board shall consist of no more than three (3) members. The Executive Committee shall be comprised of each of the Major Investor Directors, shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member of the Board pursuant to Section 9.1(b). Each of the Nominating Committee and the Compliance Committee shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time to time by the Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal of the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board shall require the affirmative vote of a majority of the members of such committee. Except as otherwise determined by the Board, all actions of any committee of the Board (other than the Compensation Committee and the Compliance Committee) shall be submitted to the Board for approval or ratification. Actions of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, and no action of the Company, the Board or the Shareholders to limit such authority shall be effective without the written consent of each of the Major Investors.

Board Committees. Each Shareholder (i) Effective upon the appointment of the New Director as a Class III director, the Board and all applicable committees thereof shall take all necessary or desirable actions within his, her or its control, including through to dissolve the voting existing Strategic Review Committee of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1the Board (the “Strategic Committee”), and the Company responsibilities of the Strategic Committee shall rest with the full Board. (ii) Effective upon completion of the 2020 Annual Meeting, the Board and all applicable committees thereof shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as a committee appoint the New Director to the Board in accordance with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Committee and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception of the Executive Committee and the Credit Committee, any committee established by the Board shall consist of no more than three (3) members. The Executive Committee shall be comprised of each of the Major Investor Directors, shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member of the Board pursuant (the “Compensation Committee”). (iii) Concurrently with the execution of this Agreement, the Company further agrees to Section 9.1(b). Each establish a cost management committee of the Nominating Committee and Board (the Compliance Committee shall be comprised of one (1“Cost Committee”) of each of the Pine Brook Directors and the GS Directors, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time to time by the Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall haveto, among its responsibilitiesother things, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal of the independent public accountants or auditors oversee cost reduction initiatives of the Company. The Compliance Cost Committee shall have, among its responsibilities, remain in effect during the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (orStandstill Period and, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board shall require the affirmative vote of a majority of the members of such committee. Except as otherwise determined by the Board, all actions of any committee thereafter. The initial members of the Cost Committee shall consist of the New Director, who will serve as the Chairman of the Cost Committee during the Standstill Period, Xxxxxxxxx X’Xxxxxxx and Xxxxxxx Xxxxxxx. The Cost Committee shall have authority to make recommendations to the full Board regarding cost reduction initiatives and their execution timeline, and the Board shall have the sole right to review and approve or reject any recommendations made by the Cost Committee. (iv) The New Director will have the same rights as other non-member, non-management directors to be invited to meetings of Board committees of which he or she is not a member. (v) In the case of a resignation of the New Director from either the Compensation Committee or the Cost Committee (other than a resignation made pursuant to Section 1(d)(i)), the Compensation Committee and the Compliance Committee) replacement shall be submitted the applicable Replacement Director (as hereinafter defined) subject to the Board for approval or ratification. Actions terms of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, and no action of the Company, the Board or the Shareholders to limit such authority shall be effective without the written consent of each of the Major InvestorsSection 1(d)(ii) hereof.

Board Committees. Each Shareholder (i) Immediately following the execution of this Agreement, the Board shall take all necessary or desirable actions within his, her or its control, including through the voting of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1, and the Company shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as i) form a committee to the Board in accordance with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Strategic Committee and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception of the Executive Committee and the Credit Committee, any committee established by the Board shall consist of no more than three (3) members. The Executive Committee shall be comprised of each of the Major Investor Directors, shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member of the Board pursuant (the “Strategic Committee”) to Section 9.1(b). Each of the Nominating Committee and the Compliance Committee shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time to time by the Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation explore strategic alternatives for the management individual in question would default to Company, with the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal goal of the independent public accountants or auditors of creating value for the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review ’s shareholders and (ii) appoint Xx. Xxxx and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory Xx. Xxxxxxx to the Compliance Strategic Committee. Any director not designated , plus two (2) Continuing Directors as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board shall require the affirmative vote of a majority of the members of such committee. Except as otherwise determined by the Board, with Xx. Xxxx serving as its Chairman. During the Standstill Period, unless otherwise agreed by Starboard, the Strategic Committee shall be composed of four (4) directors, including two (2) Appointed Directors (or Replacement Directors). Subject to Nasdaq rules and applicable law, in the event either of the Appointed Directors shall for any reason cease to serve on the Strategic Committee, until such time as a Replacement Director is appointed to the Strategic Committee, at least one other Appointed Director will serve as an interim member of the Strategic Committee. (ii) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint Xx. Xxxxxxx to the Audit Committee. (iii) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint Ms. Norwalk to the Management Compensation Committee. (iv) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint Xx. Xxxx to the Management Compensation Committee. (v) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint Xx. Xxxxxxx to the Nominating Committee. (vi) During the Standstill Period, each committee and subcommittee of the Board, including any new committee(s) and subcommittee(s) that may be established, shall include at least one (1) Appointed Director, provided that at least one (1) Appointed Director satisfies any Nasdaq listing standards and legal requirements for service on any such committee with respect to financial expertise and independence. (vii) Subject to Nasdaq rules and applicable laws, during the Standstill Period, the Board and all applicable committees of the Board shall give each of the Appointed Directors the same due consideration for membership to each other committee of the Board (as any other than the Compensation Committee and the Compliance Committee) shall be submitted to the Board for approval or ratification. Actions of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, and no action of the Company, the Board or the Shareholders to limit such authority shall be effective without the written consent of each of the Major Investorsindependent director.

Board Committees. Each Shareholder (i) As promptly as practicable following the execution of this Agreement (and in any event, within two (2) business days after the date hereof), Mx. Xxxxxx shall take all necessary or desirable actions within his, her or its control, including through be appointed to the voting Investment Committee of all voting Company Securities over which the Board (the “Investment Committee”) to replace an existing member of such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1Investment Committee, and shall not be removed from the Company shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as a committee to the Board in accordance with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Investment Committee and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception of the Executive Committee and the Credit Committee, any committee established by the Board shall consist of no more than three (3) members. The Executive Committee shall be comprised of each without cause until the expiration of the Major Investor Directors, shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its businessCooperation Period. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled If Mx. Xxxxxx is unable or unwilling to designate serve as a member of the Investment Committee, resigns as a member, is removed as a member or ceases to be a member for any other reason during the Cooperation Period, the Board pursuant shall select the Second New Director or a Replacement First Director (as defined below) to Section 9.1(b)serve on the Investment Committee as a replacement member. Each Immediately following the execution of this Agreement, the Company shall make the Charter of the Nominating Investment Committee and publicly available on the Compliance Company’s website. During the Cooperation Period, the size of the Investment Committee shall not be comprised of one (1) of each increased, subject to the Board’s fiduciary duties, without the prior written consent of the Pine Brook Directors L&B Parties. (ii) As promptly as practicable following the execution of this Agreement (and the GS Directorsin any event, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time to time by the Board. The Compensation Committee shall consist of within two (2) membersbusiness days after the date hereof), Mx. Xxxxxxxxx shall be comprised of one (1) of each appointed to the Nominating, Governance and Corporate Responsibility Committee of the Pine Brook Directors and Board (the GS Directors “Nominating & Governance Committee”) and shall havenot, among its responsibilitieswithout Mx. Xxxxxxxxx’x written consent, be removed from the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Nominating & Governance Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require without cause until the unanimous approval expiration of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default Cooperation Period. If Mx. Xxxxxxxxx is unable or unwilling to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal of the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated serve as a member of a committee shall have the right to attend any meetings of such committee Nominating & Governance Committee, resigns as a non-voting observer. Except member, is removed as otherwise provided in this Agreement a member or in ceases to be a member for any other reason during the Bye-lawsCooperation Period, all actions of each committee of the Board shall require select the affirmative vote of First New Director or a majority Replacement Second Director to serve on the Nominating & Governance Committee as a replacement member. Effective upon conclusion of the members of such committee. Except as otherwise determined by 2024 Annual Meeting, the Board, all actions of any committee size of the Board (other than the Compensation Nominating & Governance Committee and the Compliance Committee) shall be submitted reduced to four (4) directors and shall not be further increased for the Board for approval or ratification. Actions duration of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, and no action of the Company, the Board or the Shareholders to limit such authority shall be effective Cooperation Period without the prior written consent of each of the Major InvestorsL&B Parties, subject to the Board’s fiduciary duties.

Board Committees. Each Shareholder shall take all necessary or desirable actions within his, her or its control, including through the voting (a) The Board of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1, and Directors of the Company shall take at all necessary or desirable actions within its control times maintain a duly constituted Audit Committee and Compensation Committee (including calling special Board and General Meetingsthe “Required Committees”), so comprising solely of “independent directors” (as to establish described in Section 4.11 and as a committee to the Board in accordance with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Committee defined by applicable rules and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception regulations of the Executive Committee SEC). The Board of Directors of the Company shall adopt charters for each of the Required Committees within ninety (90) days following the closing of the purchase and sale of the Credit Committee, Common Stock hereunder. In addition to any committee established other matters delegated by the Board shall consist of no more than three (3) members. The Executive Directors, the charter for the Compensation Committee shall be comprised of each of state that the Major Investor Directors, Compensation Committee shall have oversight of capital adequacythe primary decision-making authority, financial reporting, and legal and regulatory matters (not otherwise within subject to the superseding authority of the Compliance Board of Directors unless such superseding authority is prohibited by the rules and regulations of the SEC or the listing standards of the national securities exchange upon which the Common Stock is then listed, with respect to the following: (i) the Company’s equity compensation plans, (ii) any grants or awards under such plans, (iv) any bonus pool and (v) the compensation of the Company’s executive officers. If included in the Compensation Committee)’s charter, and but without any obligation that the charter must include such a provision, the Compensation Committee also shall be responsible for communications with management regarding have the Company and primary decision-making authority, subject to the operation of its business. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member superseding authority of the Board pursuant to Section 9.1(b). Each of Directors unless such superseding authority is prohibited by the rules and regulations of the Nominating Committee and SEC or the Compliance Committee shall be comprised of one (1) of each listing standards of the Pine Brook Directors and national securities exchange upon which the GS DirectorsCommon Stock is then listed, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time with respect to time by the Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus of other key employees (whiche.g., if anyheads of sales/marketing, will reflect such individual’s base expected bonus compensationchief technology officer, chief compliance officer). The Audit Committee shall have, among its responsibilities, have such oversight as is customary for such a committee on a public company board of directors. (b) If AIG’s designee for a director has been appointed to the engagement, appointment Board of Directors and removal of would be considered an “independent” director under the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause listing standards of the Company to implement, (A) an annual (or, if determined necessary by standards of the Compliance Committee, more frequent) review of such compliance functions at national securities exchange upon which the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review Common Stock were then listed and (ii) appoint any applicable rules and remove a chief compliance officer regulations of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory SEC relating to the Compliance Committee. Any director not designated as a member independence of a committee shall have the right to attend any meetings members of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board of Directors, and AIG so elects, the Company shall be required to promptly appoint AIG’s designee a member of each Required Committee. If AIG does not elect to require the affirmative vote Company to have its designee appointed a member of a majority any of the Required Committees, such designee shall be entitled to receive notice of and materials delivered to members of such committeeRequired Committee at the same time as delivered to such members and permitted to attend and observe each meeting of such Required Committee. Except as otherwise determined by the Board, all actions of any committee of the Board (other than the Compensation Committee and the Compliance Committee) shall be submitted If AIG has not elected to have a designee appointed to the Board for approval or ratification. Actions of Directors, but rather designate an observer, such observer will similarly be entitled to receive notice of and materials delivered to members of such Required Committee at the Compensation Committee same time as delivered to such members and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, to attend and no action of the Company, the Board or the Shareholders to limit such authority shall be effective without the written consent observe each meeting of each of the Major InvestorsRequired Committee.

Board Committees. Each Shareholder (a) During the Designated Period, unless the board of directors shall take all necessary or desirable actions within his, her or its control, including through the voting of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1, and the Company shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as have adopted a committee resolution to the Board in accordance contrary that was approved with the Bye-laws an Executive CommitteeRequisite Approval, the board of directors shall designate, establish and maintain the following standing committees (each, a Nominating “Specified Post-Merger Committee, a Compensation Committee, an ”): (A) the Audit Committee, a Credit Committee, a Compliance (B) the Nominating and Governance Committee and such other committees as it shall deem appropriate from time to time, in accordance with (C) the provisions of this Section 9.2. With the exception Compensation Committee. (b) As of the Executive Committee and the Credit CommitteeEffective Time, any committee established by the Board shall consist of no more than three (3) members. The Executive each Specified Post-Merger Committee shall be comprised composed solely of an equal number of Initial CBS Directors and Initial Viacom Directors. During the Designated Period, unless the board of directors shall have adopted a resolution to the contrary that was approved with the Requisite Approval, the members of each Specified Post-Merger Committee (including the initial members as of the Major Investor DirectorsEffective Time) shall be designated, appointed and approved by the board of directors acting with the Requisite Approval. During the Designated Period, unless the board of directors shall have oversight of capital adequacyadopted a resolution to the contrary that was approved with the Requisite Approval, financial reporting, and legal and regulatory matters (not otherwise within the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit each Specified Post-Merger Committee shall be comprised composed solely of one (1) director designated by each Investor entitled to designate a member an equal number of the Board pursuant Initial CBS Directors and Initial Viacom Directors; provided that each such member must meet all director independence and other standards of the New York Stock Exchange and the U.S. Securities and Exchange Commission applicable to Section 9.1(b). Each his or her service. (c) As of the Effective Time, (i) the chairperson of the Audit Committee shall be an Initial CBS Director, (ii) the chairperson of the Nominating Committee and the Compliance Governance Committee shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors, for so long as Pine Brook and GS, respectively, shall remain Major Investorsan Initial Viacom Director, and one (1) director appointed from time to time by the Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (aiii) the members chairperson of the Compensation Committee must agree unanimously on such compensation mattersshall be an Initial CBS Director. During the Designated Period, unless the board of directors shall have adopted a resolution to the contrary that was approved with the Requisite Approval, (bx) any compensation matters approved by the Board chairperson of the Audit Committee shall also require be an Initial CBS Director, (y) the unanimous approval chairperson of the Nominating and Governance Committee shall be an Initial Viacom Director, and (z) the chairperson of the Compensation Committee shall be an Initial CBS Director; provided that each such designated chairperson must meet all director independence and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal other standards of the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board shall require the affirmative vote of a majority of the members of such committee. Except as otherwise determined by the Board, all actions of any committee of the Board (other than the Compensation Committee New York Stock Exchange and the Compliance Committee) shall be submitted U.S. Securities and Exchange Commission applicable to the Board for approval his or ratification. Actions of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, and no action of the Company, the Board or the Shareholders to limit such authority shall be effective without the written consent of each of the Major Investorsher service.

Board Committees. Each Shareholder shall take all necessary or desirable actions within his, her or its control, including through 7.1 The Board of Holdco (but not the voting other Group Companies) for the time being may delegate any of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1, and the Company shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as a committee their powers to the Board in accordance with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Committee following committees and such other committees as it shall the Board of Holdco may deem appropriate from time fit (Board Committees): (a) an audit committee (Audit Committee); (b) a nominating and compensation committee (Nominating/Compensation Committee); and (c) an executive committee. 7.2 The number of members to time, be comprised in accordance with the provisions of this Section 9.2. With the exception each of the Executive Committee and the Credit Committee, any committee established Board Committees shall be determined by the Parties provided that each Party shall be entitled to appoint an equal number of representatives on each of the Board shall consist of no more than three (3) membersCommittees. The Executive chairman of the Audit Committee shall be comprised appointed by QIV for the first year, TLS for the second year and PharmaCo for the third year, and thereafter, such appointment right shall be rotated among QIV, TLS and PharmaCo for every subsequent year. The chairman of the Nominating/Compensation Committee shall be appointed by PharmaCo for the first year and QIV for the second year, and thereafter, such appointment right shall be rotated between PharmaCo and QIV for every subsequent year. 7.3 All decisions of each of the Major Investor Directors, shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member of the Board pursuant to Section 9.1(b). Each of the Nominating Audit Committee and the Compliance Committee shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time to time by the Board. The Nominating/Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal of the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board shall require the affirmative vote votes of a majority of all the members representatives from the Parties on such Board Committee. The chairman of such committee. Except as otherwise Board Committee shall not have a second or casting vote at meetings of such Board Committee. 7.4 The roles, responsibilities and powers of each Board Committee shall be determined by the Board, all actions Board of any committee of the Board (other than the Compensation Committee and the Compliance Committee) shall be submitted to the Board for approval or ratification. Actions of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, and no action of the Company, the Board or the Shareholders to limit such authority shall be effective without the written consent of each of the Major InvestorsHoldco.

Board Committees. Each Shareholder (i) Effective upon the appointment of the New Directors, the Board shall take all necessary or desirable actions within his, her or its control, including through to form a Strategic Review Committee of the voting Board (the “Strategic Committee”). The scope of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant the Strategic Committee will be to Section 9.1, and oversee the Company shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as a committee Company’s current strategic process relating to the Board in accordance sale of non-core assets and explore other strategic alternatives and value creation opportunities with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance view toward maximizing stockholder value. The Strategic Committee and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception of the Executive Committee and the Credit Committee, any committee established by the Board shall consist of no more than three (3) membersdirectors, who shall initially be the New Directors and Xx. Xxx Xxxxxx, to serve until the 2023 Annual Meeting. The Executive Committee Indaba Designee shall be comprised of each serve as Chair of the Major Investor Strategic Committee until the 2023 Annual Meeting. (ii) Effective upon the appointment of the New Directors, the Board shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within take all necessary actions to consolidate the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit Corporate Governance Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member of the Board pursuant to Section 9.1(b). Each of the and Nominating Committee and the Compliance Committee shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time to time by the Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal of the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board shall require the affirmative vote of a majority of the members of such committee. Except as otherwise determined by the Board, all actions of any into one committee of the Board (other the “Nominating and Governance Committee”), consisting of no more than three (3) directors, who shall initially be the Compensation Non-Indaba Designee, Xxxxxxxx X’Xxxxx, and Xxxxxx Xxxxxxx, to serve until the 2023 Annual Meeting. Xx. X’Xxxxx shall serve as Chair of the Nominating and Governance Committee and until the Compliance Committee2023 Annual Meeting. (iii) shall be submitted to Effective upon the appointment of the New Directors, the Board for approval or ratification. Actions shall take all necessary actions to reduce the size of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes(the “Compensation Committee”), such that it shall consist of no more than three (3) directors, who shall initially be the Non-Indaba Designee, Xxxxxx Xxxxxxxxxx, and no action Xx. X’Xxxxx, to serve until the 2023 Annual Meeting. The Non-Indaba Designee shall serve as Chair of the CompanyCompensation Committee until the 2023 Annual Meeting. (iv) Effective upon the appointment of the New Directors, the Board or shall take all necessary actions to reconstitute the Shareholders to limit such authority shall be effective without the written consent of each Audit Committee of the Major InvestorsBoard (the “Audit Committee”), such that it consists of no more than three (3) directors, who shall initially be of Xx. Xxxxxxx, Xx. Xxxxxx, and Xxxxxx Xxxxxxxx, to serve until the 2023 Annual Meeting. Xx. Xxxxxxx shall continue to serve as Chair of the Audit Committee until the 2023 Annual Meeting.

Board Committees. Each Shareholder A. During the Specified Post-Merger Period, unless a Supermajority of the then-serving directors shall take all necessary or desirable actions within his, her or its control, including through the voting of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1, and the Company shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as have adopted a committee resolution to the contrary, (i) the Board in accordance with of Directors shall designate, establish and maintain the Bye-laws an Executive Committeefollowing standing committees (each, a Nominating “Specified Post-Merger Committee, a Compensation Committee, an ”): (A) the Audit Committee, a Credit (B) the Nominating and Governance Committee, a Compliance ; (C) the Finance Committee; and (D) the Compensation Committee; (ii) each such Specified Post-Merger Committee and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception of the Executive Committee and the Credit Committee, any committee established by the Board shall consist of no more than three at least four (34) members. The Executive Committee shall be comprised directors and; (iii) the Board of each of the Major Investor Directors, Directors shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within discretion to change the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member of the Board pursuant to Section 9.1(b). Each of the Nominating Committee and the Compliance Committee shall be comprised of one (1name(s) of each of the Pine Brook Directors and the GS Directors, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed such standing committees from time to time by the Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal of the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board shall require the affirmative vote of a majority of the then-serving directors. B. As of the Effective Time, each Specified Post-Merger Committee shall be composed of an equal number of Former Xxxxxx Directors and Former L3 Directors. During the Specified Post-Merger Period, unless a Supermajority of the then-serving directors shall have adopted a resolution to the contrary, the members of such committee. Except each Specified Post-Merger Committee (including the initial members as otherwise determined by the Board, all actions of any committee of the Board (other than the Compensation Committee and the Compliance CommitteeEffective Time) shall be submitted to designated, appointed and approved by the Board for approval or ratification. Actions affirmative vote of a Supermajority of the then-serving directors. C. As of the Effective Time, (i) the chairperson of the Audit Committee shall be a Former L3 Director; (ii) the chairperson of the Nominating and Governance Committee shall be a Former L3 Director; (iii) the chairperson of the Finance Committee shall be a Former Xxxxxx Director; and (iv) the chairperson of the Compensation Committee shall be a Former Xxxxxx Director. During the Specified Post-Merger Period, unless a Supermajority of the then-serving directors shall have adopted a resolution to the contrary, the chairperson of each Specified Post-Merger Committee (including the initial chairperson for each Specified Post-Merger Committee as of the Effective Time) shall be designated, appointed and approved by the affirmative vote of a Supermajority of the then-serving directors; provided that each such designated chairperson must meet all director independence and other standards of the New York Stock Exchange and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, U.S. Securities and no action of the Company, the Board Exchange Commission applicable to his or the Shareholders to limit such authority shall be effective without the written consent of each of the Major Investorsher service as chairperson.

Board Committees. Each Shareholder shall take all necessary or desirable actions within his, her or its control, including through the voting of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1, and the Company shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as a committee to the Board in accordance i) Concurrently with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Committee and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception appointment of the Executive Committee and the Credit CommitteeInitial New Directors, any committee established by the Board shall consist form a committee (the “Strategic Committee”) for the purpose of no more than three (3) membersoverseeing the Board’s ongoing assessment of value creation opportunities and exploring all strategic alternatives available to the Company to enhance or otherwise maximize value for stockholders, including, but not limited to, the continued evaluation of a sale of the Company. The Executive Strategic Committee shall be comprised of four (4) directors, each of whom shall qualify as “independent” pursuant to Nasdaq’s listing standards and the Major Investor DirectorsSEC rules and regulations and, subject to Section 1(b)(iii), shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within the authority be affiliated with any of the Compliance Donerail Parties. The four members of the Strategic Committee shall consist of (A) two (2) incumbent directors who serve on the Board as of the execution of this Agreement and two (2) Initial New Directors; provided, however, that no Initial New Director shall serve on or otherwise observe the meetings of the Strategic Committee if any conflict of interest exists related to such Initial New Director and the purpose or function of the Strategic Committee), and shall be responsible for communications with management regarding the . The Company and the operation Donerail Parties shall cooperate in good faith to agree upon a charter for the Strategic Committee, which shall be consistent with the terms of its businessthis Agreement. The Credit Strategic Committee shall cease to exist upon the conclusion of the strategic review process, as reasonably determined by the Board. (ii) Commencing with the formation of the Strategic Committee, Xxxxxxx Xxxxx will be comprised permitted to attend all meetings of one the Strategic Committee in a non-voting, observer capacity (1subject to the Strategic Committee’s right to exclude Xx. Xxxxx from any meeting or portion thereof if his attendance could adversely affect attorney-client privilege or result in the disclosure of trade secrets or a conflict of interest). In such observer capacity, Xx. Xxxxx will have the right to (A) director designated receive the same materials distributed to members of the Strategic Committee, (B) receive notice of all meetings of the Strategic Committee, and (C) participate in meetings and discussions of the Strategic Committee. In such observer capacity, Xx. Xxxxx will also be given a reasonable opportunity to review and comment on the form and content of any public communications that the Strategic Committee intends to issue or that the Company intends to issue with respect to strategic matters, and the Strategic Committee or the Company, as applicable, shall consider in good faith any comments Xx. Xxxxx provides. As a condition to any such attendance or observer rights, Xx. Xxxxx shall be required to enter into a customary, mutually agreeable non-disclosure agreement with the Company (the “NDA”) and any breach thereof, as determined to be such by each Investor entitled a court of competent jurisdiction, will be deemed a material breach of this Agreement by the Donerail Parties and will entitle the Company to designate terminate this Agreement pursuant to Section 10(a). (iii) Promptly after the 120th day following the Effective Date, the Board shall take all necessary actions to (A) appoint an Initial New Director (or a Replacement Director) as Chair of the Strategic Committee, or (B) alternatively, upon the appointment of the Fourth New Director to the Board, appoint the Fourth New Director as a member of the Strategic Committee, as a replacement for one of the two (2) Initial New Directors serving on the committee, and appoint the Fourth New Director as Chair of the Strategic Committee. (iv) Concurrently with the appointment of the Initial New Directors, the Board pursuant shall appoint an Initial New Director, as designated by the Board in its discretion, to Section 9.1(b)the Nominating Committee. Each From the 120th day after the Effective Date until the Termination Date, the Board shall take all necessary actions to (A) appoint the Fourth New Director to the Nominating Committee and (B) ensure that the chair of the Nominating Committee and the Compliance Committee shall be comprised of one a New Director (1or a Replacement Director). (v) of The Board shall give each of the Pine Brook New Directors and any Replacement Directors the GS Directors, same due consideration for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time membership to time by the Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors Board’s other committees and the GS Directors subcommittees, including any new committees and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times subcommittees that may be established on or prior to June 30after the Effective Date, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) as any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal of the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board shall require the affirmative vote of a majority of the members of such committee. Except as otherwise determined by the Board, all actions of any committee of the Board (other than the Compensation Committee and the Compliance Committee) shall be submitted to the Board for approval or ratification. Actions of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, and no action of the Company, the Board or the Shareholders to limit such authority shall be effective without the written consent of each of the Major Investorsdirector.

Board Committees. Each Shareholder (i) Effective upon the appointment of the New Directors, the Board shall take all necessary actions to form the Capital Allocation Committee of the Board (the “Capital Allocation Committee”). The scope of the Capital Allocation Committee will be to advise the full Board on the Company’s strategic allocation of capital to support (i) the development of its drug candidate programs and (ii) other value creation or desirable actions within hispreservation measures, her or its controlwith a view toward maximizing stockholder value. The Capital Allocation Committee shall consist of no more than five (5) directors, including through comprised of (A) the voting of all voting Company Securities over which such Shareholder has voting controlFirst A/CC Designee, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1the Second A/CC Designee and the Non-A/CC Designee, and (B) two (2) other directors to be designated by the Company current Board members who shall remain on the Board following the appointment of the New Directors, with the Chair of the Capital Allocation Committee to be recommended by the Nominating and Governance Committee of the Board (the “N&G Committee”) and ratified by the full Board. (ii) Effective upon the appointment of the New Directors, the Board shall take all necessary or desirable actions within its control to cause the N&G Committee to consist of no more than three (including calling special Board and General Meetings3) directors, comprised of Xxx Xxxxxxxx (as Chair), so as to establish as a committee to Xxxxxxx Xxxxxx and the First A/CC Designee. (iii) Effective upon the appointment of the New Directors, the Board in accordance with shall take all necessary actions to reduce the Bye-laws an Executive Committee, a Nominating Committee, a size of the Compensation Committee of the Board (the “Compensation Committee”), an Audit Committee, a Credit Committee, a Compliance Committee and such other committees as that it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception of the Executive Committee and the Credit Committee, any committee established by the Board shall consist of no more than three (3) members. The Executive Committee shall be directors, comprised of each Xxxx Xxxxxx (as Chair), Xxx Xxxxxxxx and the Non-A/CC Designee. (iv) Effective upon the appointment of the Major Investor New Directors, shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member of the Board pursuant to Section 9.1(b). Each of the Nominating Committee and the Compliance Committee shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time to time by the Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require take all necessary actions to reconstitute the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal of the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board shall require the affirmative vote of a majority of the members of such committee. Except as otherwise determined by the Board, all actions of any committee of the Board (other the “Audit Committee”), such that it consists of no more than the Compensation Committee four (4) directors, comprised of Xxxx Xxxxxxxx (as Chair), Xxxx Xxxxxx, Xxxxxxx Xxxxxx and the Compliance Committee) shall be submitted to the Board for approval or ratification. Actions of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, and no action of the Company, the Board or the Shareholders to limit such authority shall be effective without the written consent of each of the Major InvestorsSecond A/CC Designee.