Common use of Board Membership and Officers Clause in Contracts

Board Membership and Officers. The Boards of Directors of ----------------------------- the Texas Company shall take such action as may be required to cause the directors comprising the full Board of Directors of the Surviving Corporation and the officers of the Surviving Corporation immediately after the Effective Time to reflect the provisions of this Section 5.15. The initial Board of Directors of the Surviving Corporation following the Merger shall consist of 13 individuals; four shall be designees of the Delaware Company which shall be reasonably acceptable to the other parties hereto (the "Delaware Designees"), ------------------ four shall be designees of the Texas Company which shall be reasonably acceptable to the other parties hereto (the "Texas Designees"), four shall be --------------- designees of the Investor (the "Investor Designees") and one (the "Joint ------------------ ----- Designee") shall be chosen jointly by the Delaware Company, the Texas Company -------- and the Investor. At least two of the Delaware Designees shall not be employed by the Delaware Company or its Subsidiaries, and at least two of the Texas Designees shall not be employed by the Texas Company or its Subsidiaries. J. Xxxxxxx Xxxxxxxx shall serve as Chairman of the Board of the Surviving Corporation immediately following the Merger and Xxxxxx Xxxx shall serve as President and Chief Executive Officer of the Surviving Corporation. Each shall report to the full Board of Directors. The executive committee (the "Executive --------- Committee") of the Board shall consist of five members of the Board, two of whom --------- shall be Xxxx and Xxxxxxxx. In the event that either of Messrs. Xxxxxxxx or Xxxx ceases to be employed by the Texas Company or the Delaware Company, respectively, immediately prior to the Effective Time, then the position with the Surviving Corporation which would otherwise be held by them shall be filled promptly after the Effective Time by the Board of Directors of the Surviving Corporation. Except as set forth in this Section 5.15, all other officers of the Surviving Corporation shall be selected by the Board of Directors of the Surviving Corporation after consultation with Messrs. Xxxxxxxx and Xxxx. All directors and officers so elected shall hold office from the Effective Time in accordance with the charter documents governing such corporation until his or her successor is duly elected or appointed and qualified.

Board Membership and Officers. The Boards of Directors of ----------------------------- the Texas Company shall take such action as may be required to cause the directors comprising the full Board of Directors of the Surviving Corporation and the officers of the Surviving Corporation immediately after the Effective Time to reflect the provisions of this Section 5.15. The initial Board of Directors of the Surviving Corporation following the Merger shall consist of 13 individuals; four shall be designees of the Delaware Company which shall be reasonably acceptable to the other parties hereto (the "Delaware Designees"), ------------------ four shall be designees of the Texas Company which shall be reasonably acceptable to the other parties hereto (the "Texas Designees"), four shall be --------------- designees of the Investor (the "Investor Designees") and one (the "Joint ------------------ ----- Designee") shall be chosen jointly by the Delaware Company, the Texas Company -------- --------- and the Investor. At least two of the Delaware Designees shall not be employed by the Delaware Company or its Subsidiaries, and at least two of the Texas Designees shall not be employed by the Texas Company or its Subsidiaries. J. Xxxxxxx Xxxxxxxx shall serve as Chairman of the Board of the Surviving Corporation immediately following the Merger and Xxxxxx Xxxx shall serve as President and Chief Executive Officer of the Surviving Corporation. Each shall report to the full Board of Directors. The executive committee (the "Executive --------- Committee") of the Board shall consist of five members of the Board, two of whom --------- shall be Xxxx and Xxxxxxxx. In the event that either of Messrs. Xxxxxxxx or Xxxx ceases to be employed by the Texas Company or the Delaware Company, respectively, immediately prior to the Effective Time, then the position with the Surviving Corporation which would otherwise be held by them shall be filled promptly after the Effective Time by the Board of Directors of the Surviving Corporation. Except as set forth in this Section 5.15, all other officers of the Surviving Corporation shall be selected by the Board of Directors of the Surviving Corporation after consultation with Messrs. Xxxxxxxx and Xxxx. All directors and officers so elected shall hold office from the Effective Time in accordance with the charter documents governing such corporation until his or her successor is duly elected or appointed and qualified.the