Common use of Board Members and Committee Members Clause in Contracts

Board Members and Committee Members. (a) The members of the board of directors of Spinco (and of the committees thereof) and the Chief Executive Officer of Spinco from and after the Effective Time shall be determined in the manner set forth on Section 7.8(a) of the Disclosure Letter (as it may be amended after the date hereof by the written consent of Harbor and Voyager). Such persons shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with Spinco’s certificate of incorporation and by-laws then in effect. Harbor and Voyager intend that the Spinco corporate governance guidelines will contain the provisions related to director resignation that are mutually agreed by the Parties in good faith and adopted prior to the Effective Time. (b) Harbor and Voyager intend that the Chairman, the Lead Outside Director and the members and chairperson of each of the Compensation Committee, Audit Committee and Nominating and Corporate Governance Committee of Spinco will be as set forth on Section 7.8(b) of the Disclosure Letter (as it may be amended after the date hereof by the written consent of Harbor and Voyager). The Registration Statement will name such persons as the initial members and chairperson of each of the Compensation Committee, Audit Committee and Nominating and Corporate Governance Committee of Spinco. In the event that, prior to the Distribution Date, any of the individuals set forth on Section 7.8(a) of the Disclosure Letter or Section 7.8(b) of the Disclosure Letter no longer agree, or can no longer, to serve in their designated capacity as a member of the board of directors and/or applicable committee, the Parties shall cooperate and consult with one another in good faith to determine mutually acceptable replacements for any such individuals. In addition, the certificate of incorporation and by-laws of Spinco shall be amended prior to the Effective Time to incorporate provisions embodying the features set forth in Section 7.8(c) of the Disclosure Letter. (c) Harbor and Voyager shall mutually select the executive officers (other than the Chief Executive Officer) of Spinco promptly following the date hereof.