Common use of Board Representation; Committees Clause in Contracts

Board Representation; Committees. (a) The Company agrees that for so long as WC beneficially owns, directly or indirectly, at least 50% of the Originally Issued Shares, WC shall have the right to cause the Company to include, as nominees for the Company's Board of Directors recommended by the Board, two Directors (the "Purchaser Nominees"). (b) At or prior to the Closing, the Company shall, if necessary, increase the size of the Board of Directors of the Company as determined pursuant to Section 7.01(a) and shall elect as Directors of the Company (with a term expiring at the following annual meeting of the Company's stockholders) the Purchaser Nominees designated by WC. In connection with the annual meeting of stockholders of the Company next following such election, the Company shall nominate the Purchaser Nominees for election as Directors by the stockholders and use its best efforts to cause the Purchaser Nominees to be so elected and re-elected at each subsequent stockholder meeting at which Directors are elected for so long as WC shall have the rights set forth in Section 7.01(a). (c) For so long as WC shall have the rights set forth in Section 7.01(a), if a vacancy shall exist in the office of a Purchaser Nominee, WC shall be entitled to designate a successor and the Company shall elect such successor as a Director of the Company (with a term expiring at the following annual meeting of the Company's stockholders). (d) For so long as WC shall have the rights set forth in Section 7.01(a), at least one Purchaser Nominee shall be entitled to serve as a member of each committee (whether standing or special) of the Board of Directors of the Company and WC shall have the right to designate one Purchaser Nominee to serve as the Chairman of the Board of the Company; provided that such Purchaser Nominee is then serving as a Director of the Company. (e) For so long as WC shall have the rights set forth in Section 7.01(a), any Purchaser Nominee then serving as the Chairman of the Board of the Company shall be entitled to serve, in such capacity, as an executive officer of the Company with such duties as are related to the Company's strategic planning; provided that, unless otherwise determined by the Board of Directors of the Company, any such Purchaser Nominee serving as an executive officer of the Company shall not be entitled to receive any compensation in connection therewith; provided, further, that this Agreement shall not be deemed to be an employment contract between the Company and such Purchaser Nominee and nothing herein shall obligate such Purchaser Nominee to dedicate any defined portion of his business time and effort to the performance of the duties described herein. The Chief Executive Officer and President of the Company shall report directly to such Purchaser Nominee..

Board Representation; Committees. (a) The Company agrees that for so long as WC beneficially ownsagrees, directly effective upon the Closing Date, to decrease the size of the Board to seven directors and to appoint to the Board two persons designated by the Purchaser (the "Purchaser's Directors"), one with his term ----------- --------- expiring at the Company's 1992 annual stockholders' meeting (the "1992 Meeting") and the other with his term expiring at ---- ------- the Company's 1993 annual stockholders' meeting (the "Purchaser's 1993 Director"). On or indirectlyprior to the 1992 ----------- ---- -------- Meeting, the size of the Board shall be reduced to five members. (b) From and after the 1992 Meeting and during the period in which the Purchaser owns at least 5015% of the Originally Issued Sharesissued and outstanding Common Stock, WC shall have the right to cause Purchaser may request the Company to include, as nominees a nominee for the Company's Board of Directors recommended by the Board, two Directors (one person designated by the "Purchaser Nominees"). (b) At or Purchaser, who, unless he shall resign prior to the Closingexpiration of his term, may be the Purchaser's 1993 Director, and such person shall be nominated by the Company unless the Board, in the exercise of its fiduciary duties, reasonably shall determine that he is not qualified to serve on the Board and each of the committees specified in subsection (d). If the Board shall reasonably determine that such designee of the Purchaser is not so qualified, the Company shall, if necessary, increase the size of the Board of Directors of the Company as determined pursuant to Section 7.01(a) and shall elect as Directors of the Company (with a term expiring at the following annual meeting of the Company's stockholders) the Purchaser Nominees designated by WC. In connection with the annual meeting of stockholders of the Company next following such election, the Company shall nominate the Purchaser Nominees for election as Directors by the stockholders and use its best efforts to cause the Purchaser Nominees to be so elected and re-elected at each subsequent stockholder meeting at which Directors are elected for so long as WC shall have the rights opportunity to specify one or more additional designees who shall be so included as a nominee subject to the qualification set forth in Section 7.01(a)the immediately preceding sentence. (c) For so long as WC shall have Effective on the rights set forth Closing Date and throughout the period in Section 7.01(awhich the Purchaser owns at least 15% of the issued and outstanding Common Stock (the "Representation -------------- Period"), if a vacancy shall exist in the office of a Purchaser Nominee, WC shall be entitled to designate a successor and the Company shall elect such successor as agrees to constitute a Director of the Company (with a term expiring at the following annual meeting of the Company's stockholders). (d) For so long as WC shall have the rights set forth in Section 7.01(a), at least one Purchaser Nominee shall be entitled to serve as a member of each committee (whether standing or special) Human Resource ------ Committee of the Board of Directors which shall, among other things, make recommendations with respect to the employment practices of the Company and WC shall have the right to designate one Purchaser Nominee to serve as the Chairman hiring and firing of the Board of the Company; provided that such Purchaser Nominee is then serving as a Director senior officers of the Company. (d) Effective on the Closing Date and throughout the Representation Period, the Company agrees to place one of the Purchaser's Directors on each of the Executive, Audit, Compensation and Human Resources Committees of the Board and to cause each of the Executive, Audit, Compensation and Human Resources Committees to consist of three members. (e) For so long as WC During the Representation Period, the Purchaser also shall have the rights set forth in Section 7.01(a), any Purchaser Nominee then serving as the Chairman right to have an observer at all meetings of the Board and each of the Company shall be entitled to serve, in such capacity, as an executive officer committees of the Company with such duties as are related to the Company's strategic planning; provided that, unless otherwise determined by the Board of Directors of the Company, any such Purchaser Nominee serving as an executive officer of the Company shall not be entitled to receive any compensation in connection therewith; provided, further, that this Agreement shall not be deemed to be an employment contract between the Company and such Purchaser Nominee and nothing herein shall obligate such Purchaser Nominee to dedicate any defined portion of his business time and effort to the performance of the duties described herein. The Chief Executive Officer and President of the Company shall report directly to such Purchaser Nominee..Board.