Common use of Board Representation Clause in Contracts

Board Representation. (a) The Xxxxxxx Stockholders (treated as one stockholder) shall have the right, but not the obligation, to designate for nomination by the Board as Directors a number of designees equal to at least: (i) at least a majority of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 50% of the outstanding shares of the Common Stock; (ii) at least 40% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 40% but less than 50% of the outstanding shares of the Common Stock; (iii) at least 30% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 30% but less than 40% of the outstanding shares of the Common Stock; (iv) at least 20% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 20% but less than 30% of the outstanding shares of the Common Stock; and (v) at least 5% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 5% but less than 20% of the outstanding shares of the Common Stock. For purposes of calculating the number of Xxxxxxx Designees that the Xxxxxxx Stockholders are entitled to designate for nomination pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis after taking into account any increase in the size of the Board. (b) In the event that the Xxxxxxx Stockholders have designated for nomination by the Board less than the total number of designees the Xxxxxxx Stockholders shall be entitled to designate for nomination pursuant to Section 2.1(a), the Xxxxxxx Stockholders shall have the right, at any time, to designate for nomination such additional designees to which they are entitled, in which case, the Company and the Directors shall take all necessary corporate action, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Xxxxxxx Stockholders to designate for nomination and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise, and (y) to designate such additional individuals designated for nomination by the Xxxxxxx Stockholders to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Xxxxxxx Stockholders shall actually designate for nomination pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as an “Xxxxxxx Designee.” (c) In the event that a vacancy is created at any time by the death, retirement, removal or resignation of any Director designated by the Xxxxxxx Stockholders pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Xxxxxxx Stockholders, if such Director was designated by the Xxxxxxx Stockholders, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (d) The Company agrees, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the individuals designated pursuant to this Section 2.1 and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as an Xxxxxxx Designee pursuant to this Agreement. (e) Insofar as the Company is or becomes subject to requirements under Applicable Law or the regulations of any self-regulatory organization, including the NYSE or such other national securities exchange upon which the Common Stock is listed to which the Company is then subject, relating to the composition of the Board or committees thereof, their respective responsibilities or the qualifications of their respective members, the Xxxxxxx Stockholders shall cooperate in good faith to select for nomination designees to the Board under this Section 2.1 so as to permit the Company to comply with all such applicable requirements. (f) No Xxxxxxx Designee shall be paid any fee (or provided any equity-based compensation) for service as Director or member of any committee of the Board, unless otherwise determined by the Board; provided that each Xxxxxxx Designee shall be entitled to reimbursement by the Company for reasonable expenses incurred while traveling to and from Board and committee meetings as well as travel for other business related to his or her service on the Board or committees thereof, subject to any maximum reimbursement obligations as may be established by the Board from time to time. Notwithstanding the foregoing, any Xxxxxxx Designee whom the Board determines to be “independent” as defined under NYSE and Exchange Act rules and regulations shall be entitled to compensation in accordance with the Company’s Independent Director Compensation Program.

Board Representation. Section 4.1(a) of the Stockholders Agreement is hereby amended by deleting such subsection in its entirety and inserting the following subsection in lieu thereof: (a) The Xxxxxxx Stockholders (treated as one stockholder) shall have On the right, but not the obligation, to designate for nomination by the Board as Directors a number of designees equal to at least: (i) at least a majority of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 50% of the outstanding shares of the Common Stock; (ii) at least 40% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 40% but less than 50% of the outstanding shares of the Common Stock; (iii) at least 30% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 30% but less than 40% of the outstanding shares of the Common Stock; (iv) at least 20% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 20% but less than 30% of the outstanding shares of the Common Stock; and (v) at least 5% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 5% but less than 20% of the outstanding shares of the Common Stock. For purposes of calculating the number of Xxxxxxx Designees that the Xxxxxxx Stockholders are entitled to designate for nomination pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis after taking into account any increase in Effective Date the size of the Board. Board of Directors will be fixed at eleven members and the Company will cause the persons named on Schedule 4.1 (b) In the event that the Xxxxxxx Stockholders have designated for nomination by the Board less than the total number of designees the Xxxxxxx Stockholders shall be entitled to designate for nomination pursuant or subject to Section 2.1(a4.1(i), the Xxxxxxx Stockholders shall have the right, at any time, to designate for nomination such additional designees to which they are entitled, in which case, the Company and the Directors shall take all necessary corporate action, to the fullest extent permitted other substitute persons as may be designated by Applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Xxxxxxx Stockholders to designate for nomination and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise, and (yApollo as Stockholder Designees) to designate such additional individuals designated for nomination by the Xxxxxxx Stockholders to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Xxxxxxx Stockholders shall actually designate for nomination pursuant to this Section 2.1 and who is thereafter be initially elected to the Board to serve as a Director shall be referred to herein as an “Xxxxxxx Designee.” (c) In of Directors by virtue of the event that a vacancy is created at any time Recapitalization Merger contemplated by the deathMerger Agreement. Until the earlier of (i) the date on which the Stockholders beneficially own, retirementcollectively, removal less than 25% of the Shares or resignation (ii) the date the Standstill Period ends by virtue of any Director designated by Section 5.2(g) hereof (the Xxxxxxx Stockholders pursuant to this Section 2.1'Stockholder Designee Period'), the remaining Directors and the Company shallagrees, subject to Section 4.1(i), to support the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Xxxxxxx Stockholders, if such Director was designated by the Xxxxxxx Stockholders, as soon as possiblenomination of, and the Company hereby agrees to take, Company's Nominating Committee shall recommend to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish Board of Directors the same. (d) The Company agrees, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), to include inclusion in the slate of nominees recommended by the Board of Directors to stockholders for election as directors at any each annual meeting of stockholders called for of the purpose Company (A) five Stockholder Designees if the Stockholders beneficially own a number of electing Directors shares of Common Stock equal to 66 2/3% or more of the individuals designated pursuant Shares, (B) four Stockholder Designees if the Stockholders beneficially own a number of shares of Common Stock equal to this Section 2.1 and 50% or more but less than 66 2/3% of the Shares, or (C) two Stockholder Designees if the Stockholders beneficially own 25% or more but less than 50% of the Shares (each a 'Beneficial Ownership Threshold'); provided, that in no event will more than four of such Stockholder Designees be Associates of Apollo (each Stockholder Designee who is an Associate of Apollo is hereafter referred to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as an Xxxxxxx Designee pursuant to this Agreement. (e) Insofar as the Company is or becomes subject to requirements under Applicable Law or the regulations of any self-regulatory organization, including the NYSE or such other national securities exchange upon which the Common Stock is listed to which the Company is then subject, relating to the composition of the Board or committees thereof, their respective responsibilities or the qualifications of their respective members, the Xxxxxxx Stockholders shall cooperate in good faith to select for nomination designees to the Board under this Section 2.1 so as to permit the Company to comply with all such applicable requirements. (f) No Xxxxxxx Designee shall be paid any fee (or provided any equity-based compensation) for service as Director or member of any committee of the Board, unless otherwise determined by the Board; provided that each Xxxxxxx Designee shall be entitled to reimbursement by the Company for reasonable expenses incurred while traveling to and from Board and committee meetings as well as travel for other business related to his or her service on the Board or committees thereof, subject to any maximum reimbursement obligations as may be established by the Board from time to time'Apollo Director'). Notwithstanding the foregoing, if at any Xxxxxxx Designee whom time after the Board determines fifth anniversary of the Effective Time, the number of shares of Company Common Stock beneficially owned by the Stockholders aggregate less than forty percent (40%) of the total number of shares of the Company's Common Stock of all classes entitled to be “independent” vote in the election of directors as defined under NYSE and Exchange Act rules and regulations are then outstanding ('Total Shares Outstanding'), the maximum number of Stockholder Designees shall be entitled the lowest whole number which when compared to compensation in accordance with the Company’s Independent Director Compensation Programtotal number of directors of the Company (including all vacancies) is equal to or greater than the percentage which the aggregate number of shares of Company Common Stock beneficially owned by the Stockholders bears to the Total Shares Outstanding."

Board Representation. (a) The Xxxxxxx Stockholders (treated as one stockholder) Following the Closing Date, the CD&R Investors shall have the right, but not the obligation, to designate for nomination by the Board as Directors a number of designees equal to at least: : (i) at least a majority of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders CD&R Investors (treated as one stockholdertogether with their Affiliates) collectively beneficially own in the aggregate Equity Securities representing at least 50% of the outstanding shares of the Common Stock; Combined Voting Power; (ii) at least 40% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders CD&R Investors (treated as one stockholdertogether with their Affiliates) collectively beneficially own in the aggregate Equity Securities representing at least 40% but less than 50% of the outstanding shares of the Common Stock; Combined Voting Power; (iii) at least 30% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders CD&R Investors (treated as one stockholdertogether with their Affiliates) collectively beneficially own in the aggregate Equity Securities representing at least 30% but less than 40% of the outstanding shares of the Common Stock; Combined Voting Power; (iv) at least 20% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders CD&R Investors (treated as one stockholdertogether with their Affiliates) collectively beneficially own in the aggregate Equity Securities representing at least 20% but less than 30% of the outstanding shares of the Common StockCombined Voting Power; and and (v) at least 5% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders CD&R Investors (treated as one stockholdertogether with their Affiliates) collectively beneficially own in the aggregate Equity Securities representing at least 5% but less than 20% of the outstanding shares of the Common StockCombined Voting Power. For purposes of calculating the number of Xxxxxxx CD&R Designees that the Xxxxxxx Stockholders CD&R Investors are entitled to designate for nomination pursuant to the formula outlined above, any fractional amounts would shall be rounded up to the nearest whole number and the calculation would shall be made on a pro forma basis after taking into account any increase in the size of the Board. For the avoidance of doubt, if the CD&R Investors (together with their Affiliates) collectively beneficially own Equity Securities representing less than 5% of the Combined Voting Power, the CD&R Investors shall no longer be entitled to designate any designees for nomination by the Board as Directors. (b) In the event that the Xxxxxxx Stockholders CD&R Investors have designated for nomination by the Board less than the total number of designees the Xxxxxxx Stockholders CD&R Investors shall be entitled to designate for nomination pursuant to Section 2.1(a), the Xxxxxxx Stockholders CD&R Investors shall have the right, at any time, to designate for nomination such additional designees to which they are entitled, in which case, the Company and the Directors shall take all necessary corporate action, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Xxxxxxx Stockholders CD&R Investors to designate for nomination and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise, and (y) to designate such additional individuals designated for nomination by the Xxxxxxx Stockholders CD&R Investors to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Xxxxxxx Stockholders CD&R Investors shall actually designate for nomination pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as an a “Xxxxxxx CD&R Designee.” (c) In the event that a vacancy is created at any time by the death, retirement, removal retirement or resignation of any Director designated by the Xxxxxxx Stockholders CD&R Investors pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Xxxxxxx Stockholders, if such Director was designated by the Xxxxxxx Stockholders, CD&R Investors as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (d) The Company agrees, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law)) and notwithstanding any mandatory Director retirement age that may be adopted by the Company, to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the individuals designated pursuant to this Section 2.1 and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as an Xxxxxxx a CD&R Designee pursuant to this Agreement. (e) For so long as the CD&R Investors (together with their Affiliates) collectively beneficially own Equity Securities representing at least 25% of the Combined Voting Power, a CD&R Designee shall serve as the Chair of the Board (“Chair”) and in such capacity as Chair shall preside over meetings of the Board and the stockholders, among other duties. (f) Insofar as the Company is or becomes subject to requirements under Applicable Law or the regulations of any self-regulatory organization, including the NYSE Exchange or such other national securities exchange upon which the Class A Common Stock is listed to which the Company is then subject, relating to the composition of the Board or committees thereof, their respective responsibilities or the qualifications of their respective members, the Xxxxxxx Stockholders CD&R Investors shall cooperate in good faith to select for nomination their designees to the Board under this Section 2.1 so as to permit the Company to comply with all such applicable legal or regulatory requirements. (fg) No Xxxxxxx CD&R Designee shall be paid any fee (or provided any equity-based compensation) for service as Director or member of any committee of the Board, unless otherwise determined by the Board; provided that each Xxxxxxx CD&R Designee shall be entitled to reimbursement by the Company for reasonable expenses incurred while traveling to and from Board and committee meetings as well as travel for other business related to his or her service on the Board or committees thereof, subject to any maximum reimbursement obligations as may be established by the Board from time to time. Notwithstanding the foregoing, any Xxxxxxx CD&R Designee whom the Board determines to be “independent” as defined under NYSE Exchange and Exchange Act rules and regulations shall be entitled to compensation participate in accordance with the Company’s Independent Director Compensation Programcompensation arrangements in which non-CD&R Designees, or other “independent” Directors, participate.

Board Representation. (a) The Xxxxxxx Stockholders (treated as one stockholder) Following the Listing Date, the CD&R Investor shall have the right, but not the obligation, to designate for nomination by the Board as Directors a number of designees equal to at least: (i) at least a majority of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) CD&R Investor beneficially own in the aggregate owns at least 50% of the outstanding shares of the Common Stock; (ii) at least 40% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) CD&R Investor beneficially own in the aggregate owns at least 40% but less than 50% of the outstanding shares of the Common Stock; (iii) at least 30% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) CD&R Investor beneficially own in the aggregate owns at least 30% but less than 40% of the outstanding shares of the Common Stock; (iv) at least 20% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) CD&R Investor beneficially own in the aggregate owns at least 20% but less than 30% of the outstanding shares of the Common Stock; and (v) at least 5% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) CD&R Investor beneficially own in the aggregate owns at least 5% but less than 20% of the outstanding shares of the Common Stock. For purposes of calculating the number of Xxxxxxx CD&R Designees that the Xxxxxxx Stockholders are CD&R Investor is entitled to designate for nomination pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis after taking into account any increase in the size of the Board. For the avoidance of doubt, if the CD&R Investor beneficially owns less than 5% of the outstanding shares of the Common Stock, the CD&R Investor shall no longer be entitled to designate any designees for nomination by the Board as Directors. (b) In the event that the Xxxxxxx Stockholders have CD&R Investor has designated for nomination by the Board less than the total number of designees the Xxxxxxx Stockholders CD&R Investor shall be entitled to designate for nomination pursuant to Section 2.1(a), the Xxxxxxx Stockholders CD&R Investor shall have the right, at any time, to designate for nomination such additional designees to which they are it is entitled, in which case, the Company and the Directors shall take all necessary corporate action, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Xxxxxxx Stockholders CD&R Investor to designate for nomination and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise, and (y) to designate such additional individuals designated for nomination by the Xxxxxxx Stockholders CD&R Investor to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Xxxxxxx Stockholders CD&R Investor shall actually designate for nomination pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as an a “Xxxxxxx CD&R Designee.” (c) In the event that a vacancy is created at any time by the death, retirement, removal retirement or resignation of any Director designated by the Xxxxxxx Stockholders CD&R Investor pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Xxxxxxx Stockholders, if such Director was designated by the Xxxxxxx Stockholders, CD&R Investor as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (d) The Company agrees, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law)) and notwithstanding any mandatory Director retirement age that may be adopted by the Company, to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the individuals designated pursuant to this Section 2.1 and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as an Xxxxxxx a CD&R Designee pursuant to this Agreement. (e) For so long as the CD&R Investor beneficially owns at least 25% of the outstanding shares of the Common Stock, a CD&R Designee shall serve as the Chairman of the Board (“Chairman”) and in such capacity as Chairman shall preside over meetings of the Board and the stockholders, among other duties. (f) Insofar as the Company is or becomes subject to requirements under Applicable Law or the regulations of any self-regulatory organization, including the NYSE or such other national securities exchange upon which the Common Stock is listed to which the Company is then subject, relating to the composition of the Board or committees thereof, their respective responsibilities or the qualifications of their respective members, the Xxxxxxx Stockholders CD&R Investor shall cooperate in good faith to select for nomination its designees to the Board under this Section 2.1 so as to permit the Company to comply with all such applicable legal or regulatory requirements. (fg) No Xxxxxxx CD&R Designee shall be paid any fee (or provided any equity-based compensation) for service as Director or member of any committee of the Board, unless otherwise determined by the Board; provided that each Xxxxxxx CD&R Designee shall be entitled to reimbursement by the Company for reasonable expenses incurred while traveling to and from Board and committee meetings as well as travel for other business related to his or her service on the Board or committees thereof, subject to any maximum reimbursement obligations as may be established by the Board from time to time. Notwithstanding the foregoing, any Xxxxxxx CD&R Designee whom the Board determines to be “independent” as defined under NYSE and Exchange Act rules and regulations shall be entitled to compensation participate in accordance with the Company’s Independent Director Compensation Programcompensation arrangements in which non-CD&R Designees, or other “independent” Directors, participate.

Board Representation. (a) The Xxxxxxx Following the Closing Date, the Stockholders (treated as one stockholder) shall have the right, but not the obligation, to designate for nomination by the Board as Directors a number of designees equal to at least: (i) at least a majority of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) collectively beneficially own in the aggregate at least 50% of the outstanding shares of the Company’s Common Stock; (ii) at least 40% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) collectively beneficially own in the aggregate at least 40% but less than 50% of the outstanding shares of the Company’s Common Stock; (iii) at least 30% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) collectively beneficially own in the aggregate at least 30% but less than 40% of the outstanding shares of the Company’s Common Stock; (iv) at least 20% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) collectively beneficially own in the aggregate at least 20% but less than 30% of the outstanding shares of the Company’s Common Stock; and (v) at least 5% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) collectively beneficially own in the aggregate at least 5% but less than 20% of the outstanding shares of the Company’s Common Stock. For purposes of calculating the number of Xxxxxxx CD&R Designees that the Xxxxxxx Stockholders are entitled to designate for nomination pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis after taking into account any increase in the size of the Board. (b) In the event that the Xxxxxxx Stockholders have designated for nomination by the Board less than the total number of designees the Xxxxxxx Stockholders shall be entitled to designate for nomination pursuant to Section 2.1(a), the Xxxxxxx Stockholders shall have the right, at any time, to designate for nomination such additional designees to which they are entitled, in which case, the Company and the Directors shall take all necessary corporate corporation action, to the fullest extent permitted by Applicable Law applicable law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Xxxxxxx Stockholders to designate for nomination and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise, and (y) to designate such additional individuals designated for nomination by the Xxxxxxx Stockholders to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Xxxxxxx Stockholders shall actually designate for nomination pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as an a “Xxxxxxx CD&R Designee.” (c) In the event that a vacancy is created at any time by the death, retirement, removal retirement or resignation of any Director designated by the Xxxxxxx Stockholders pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by Applicable Law applicable law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Xxxxxxx Stockholders, if such Director was designated by the Xxxxxxx Stockholders, as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by Applicable Law applicable law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (d) The Company agrees, to the fullest extent permitted by Applicable Law applicable law (including with respect to any fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the individuals designated pursuant to this Section 2.1 and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as an Xxxxxxx a CD&R Designee pursuant to this Agreement. (e) Insofar For so long as the Company is or becomes subject to requirements under Applicable Law or Stockholders collectively beneficially own at least 30% of the regulations outstanding shares of any self-regulatory organizationthe Company’s Common Stock, including a CD&R Designee shall serve as the NYSE or such other national securities exchange upon which the Common Stock is listed to which the Company is then subject, relating to the composition Chairman of the Board or committees thereof, their respective responsibilities or the qualifications (“Chairman”) and in such capacity as Chairman shall preside over meetings of their respective members, the Xxxxxxx Stockholders shall cooperate in good faith to select for nomination designees to the Board under this Section 2.1 so as to permit and the Company to comply with all such applicable requirementsstockholders, among other duties. (f) No Xxxxxxx Designee shall be paid any fee (or provided any equity-based compensation) for service as Director or member of any committee of the Board, unless otherwise determined by the Board; provided that each Xxxxxxx Designee shall be entitled to reimbursement by the Company for reasonable expenses incurred while traveling to and from Board and committee meetings as well as travel for other business related to his or her service on the Board or committees thereof, subject to any maximum reimbursement obligations as may be established by the Board from time to time. Notwithstanding the foregoing, any Xxxxxxx Designee whom the Board determines to be “independent” as defined under NYSE and Exchange Act rules and regulations shall be entitled to compensation in accordance with the Company’s Independent Director Compensation Program.

Board Representation. (a) The Xxxxxxx Stockholders (treated as one stockholder) Following the closing of the IPO, the PEP Investor shall have the right, but not the obligation, to designate for nomination by the Board as Directors a number of designees equal to at leastto: (i) at least a majority of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) PEP Investor beneficially own in the aggregate owns at least 50% of the outstanding shares of the Common Stock; (ii) at least 40% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) PEP Investor beneficially own in the aggregate owns at least 40% but less than 50% of the outstanding shares of the Common Stock; (iii) at least 30% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) PEP Investor beneficially own in the aggregate owns at least 30% but less than 40% of the outstanding shares of the Common Stock; (iv) at least 20% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) PEP Investor beneficially own in the aggregate owns at least 20% but less than 30% of the outstanding shares of the Common Stock; and (v) at least 5% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) PEP Investor beneficially own in the aggregate owns at least 5% but less than 20% of the outstanding shares of the Common Stock. For purposes of calculating the number of Xxxxxxx PEP Designees that the Xxxxxxx Stockholders are PEP Investor is entitled to designate for nomination pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number (but not below one as long as the PEP Investor beneficially owns at least 5% of the outstanding shares of Common Stock) and the calculation would be made on a pro forma basis after taking into account any increase in the size of the Board. (b) In the event that the Xxxxxxx Stockholders have PEP Investor has designated for nomination by the Board less than the total number of designees the Xxxxxxx Stockholders PEP Investor shall be entitled to designate for nomination pursuant to Section 2.1(a), the Xxxxxxx Stockholders PEP Investor shall have the right, at any time, to designate for nomination such additional designees to which they are it is entitled, in which case, the Company and the Directors shall take all necessary corporate actionuse their best efforts, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Xxxxxxx Stockholders PEP Investor to designate for nomination and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise, and (y) to designate such additional individuals designated for nomination by the Xxxxxxx Stockholders PEP Investor to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Xxxxxxx Stockholders PEP Investor shall actually designate for nomination pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as an a “Xxxxxxx PEP Designee.” (c) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal or resignation of any Director designated by the Xxxxxxx Stockholders PEP Investor pursuant to this Section 2.1, the remaining Directors and the Company shallshall use their best efforts, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), to cause the vacancy created thereby to be filled by a new designee of the Xxxxxxx StockholdersPEP Investor, if to the extent the PEP Investor would at such Director was designated by the Xxxxxxx Stockholderstime be entitled to designate a designee for nomination pursuant to Section 2.1(a), as soon as possible, and the Company hereby agrees to use its best efforts to take, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. (d) The Company agreesagrees to use its best efforts, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), to include the individuals designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the individuals designated pursuant to this Section 2.1 and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as an Xxxxxxx a PEP Designee pursuant to this Agreement. (e) Insofar as the Company is or becomes subject to requirements under Applicable Law or the regulations of any self-regulatory organization, including the NYSE New York Stock Exchange or such other national securities exchange upon which the Common Stock is listed to which the Company is then subject, relating to the composition of the Board or committees thereof, their respective responsibilities or the qualifications of their respective members, the Xxxxxxx Stockholders PEP Investor shall cooperate in good faith to select for nomination its designees to the Board under this Section 2.1 so as to permit the Company to comply with all such applicable requirements. (f) No Xxxxxxx PEP Designee who is an employee of the PEP Investor shall be paid any fee (or provided any equity-based compensation) for service as Director or member of any committee of the Board, unless otherwise determined by the Board; provided that that, in accordance with Company policy, each Xxxxxxx PEP Designee shall be entitled to reimbursement by the Company for reasonable and documented out-of-pocket expenses incurred while traveling to and from Board and committee meetings as well as travel for other in connection with business related to his or her service on the Board or committees thereof, including, without limitation, reasonable travel, lodging and similar out-of-pocket expenses, subject to any maximum reimbursement obligations as may be established by the Board from time to time. Notwithstanding the foregoing, any Xxxxxxx PEP Designee whom the Board determines to be “independent” as defined under NYSE and Exchange Act the rules and regulations of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended, shall be entitled to compensation in accordance with the Company’s Independent Director Compensation Programindependent director compensation program. (g) Notwithstanding anything in this Section 2.1 or anything contained elsewhere in this Agreement, the Company shall not be obligated to cause to be nominated for election to the Board or to recommend to the Company’s stockholders the election of any PEP Designee in the event that the Board determines in good faith that such action would constitute a breach of its fiduciary duties.

Board Representation. (a) The Xxxxxxx Stockholders (treated as one stockholder) shall have On the right, but not the obligation, to designate for nomination by the Board as Directors a number of designees equal to at least: (i) at least a majority of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 50% of the outstanding shares of the Common Stock; (ii) at least 40% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 40% but less than 50% of the outstanding shares of the Common Stock; (iii) at least 30% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 30% but less than 40% of the outstanding shares of the Common Stock; (iv) at least 20% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 20% but less than 30% of the outstanding shares of the Common Stock; and (v) at least 5% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 5% but less than 20% of the outstanding shares of the Common Stock. For purposes of calculating the number of Xxxxxxx Designees that the Xxxxxxx Stockholders are entitled to designate for nomination pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis after taking into account any increase in Effective Date the size of the Board. Board of Directors will be fixed at eleven members and the Company will cause the persons named on Schedule 4.1 (b) In the event that the Xxxxxxx Stockholders have designated for nomination by the Board less than the total number of designees the Xxxxxxx Stockholders shall be entitled to designate for nomination pursuant or subject to Section 2.1(a4.1(i), the Xxxxxxx Stockholders shall have the right, at any time, to designate for nomination such additional designees to which they are entitled, in which case, the Company and the Directors shall take all necessary corporate action, to the fullest extent permitted other substitute persons as may be designated by Applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Xxxxxxx Stockholders to designate for nomination and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise, and (yApollo as Stockholder Designees) to designate such additional individuals designated for nomination by the Xxxxxxx Stockholders to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Xxxxxxx Stockholders shall actually designate for nomination pursuant to this Section 2.1 and who is thereafter be initially elected to the Board to serve as a Director shall be referred to herein as an “Xxxxxxx Designee.” (c) In of Directors by virtue of the event that a vacancy is created at any time Recapitalization Merger contemplated by the deathMerger Agreement. Until the earlier of (i) the date on which the Stockholders beneficially own, retirementcollectively, removal less than 25% of the Shares or resignation (ii) the date the Standstill Period ends by virtue of any Director designated by Section 5.2(g) hereof (the Xxxxxxx Stockholders pursuant to this Section 2.1"Stockholder Designee Period"), the remaining Directors and the Company shallagrees, subject to Section 4.1(i), to support the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Xxxxxxx Stockholders, if such Director was designated by the Xxxxxxx Stockholders, as soon as possiblenomination of, and the Company hereby agrees to take, Company's Nominating Committee shall recommend to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish Board of Directors the same. (d) The Company agrees, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), to include inclusion in the slate of nominees recommended by the Board of Directors to stockholders for election as directors at any each annual meeting of stockholders called for of the purpose Company (A) six Stockholder Designees if the Stockholders beneficially own a number of electing Directors shares of Common Stock equal to 66 2/3% or more of the individuals designated pursuant Shares, (B) four Stockholder Designees if the Stockholders beneficially own a number of shares of Common Stock equal to this Section 2.1 and 50% or more but less than 66 2/3% of the Shares, or (C) two Stockholder Designees if the Stockholders beneficially own 25% or more but less than 50% of the Shares (each a "Beneficial Ownership Threshold"); provided, that in no event will more than four of such Stockholder Designees be Associates of Apollo (each Stockholder Designee who is an Associate of Apollo is hereafter referred to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as an Xxxxxxx Designee pursuant to this Agreement. (e) Insofar as the Company is or becomes subject to requirements under Applicable Law or the regulations of any self-regulatory organization, including the NYSE or such other national securities exchange upon which the Common Stock is listed to which the Company is then subject, relating to the composition of the Board or committees thereof, their respective responsibilities or the qualifications of their respective members, the Xxxxxxx Stockholders shall cooperate in good faith to select for nomination designees to the Board under this Section 2.1 so as to permit the Company to comply with all such applicable requirements. (f) No Xxxxxxx Designee shall be paid any fee (or provided any equity-based compensation) for service as Director or member of any committee of the Board, unless otherwise determined by the Board; provided that each Xxxxxxx Designee shall be entitled to reimbursement by the Company for reasonable expenses incurred while traveling to and from Board and committee meetings as well as travel for other business related to his or her service on the Board or committees thereof, subject to any maximum reimbursement obligations as may be established by the Board from time to time"Apollo Director"). Notwithstanding the foregoing, if at any Xxxxxxx Designee whom time after the Board determines third anniversary of the Effective Date, the number of shares of Company Common Stock beneficially owned by the Stockholders aggregate less than forty percent (40%) of the total number of shares of the Company's Common Stock of all classes entitled to be “independent” vote in the election of directors as defined under NYSE and Exchange Act rules and regulations are then outstanding ("Total Shares Outstanding"), the maximum number of Stockholder Designees shall be entitled the lowest whole number which when compared to compensation in accordance with the Company’s Independent Director Compensation Programtotal number of directors of the Company (including all vacancies) is equal to or greater than the percentage which the aggregate number of shares of Company Common Stock beneficially owned by the Stockholders bears to the Total Shares Outstanding.

Board Representation. (a) The Xxxxxxx Stockholders (treated as one stockholder) shall have On the right, but not the obligation, to designate for nomination by the Board as Directors a number of designees equal to at least: (i) at least a majority of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 50% of the outstanding shares of the Common Stock; (ii) at least 40% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 40% but less than 50% of the outstanding shares of the Common Stock; (iii) at least 30% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 30% but less than 40% of the outstanding shares of the Common Stock; (iv) at least 20% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 20% but less than 30% of the outstanding shares of the Common Stock; and (v) at least 5% of the total number of Directors comprising the Board at such time as long as the Xxxxxxx Stockholders (treated as one stockholder) beneficially own in the aggregate at least 5% but less than 20% of the outstanding shares of the Common Stock. For purposes of calculating the number of Xxxxxxx Designees that the Xxxxxxx Stockholders are entitled to designate for nomination pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis after taking into account any increase in Effective Date the size of the Board. Board of Directors will be fixed at eleven members and the Company will cause the persons named on Schedule 4.1 (b) In the event that the Xxxxxxx Stockholders have designated for nomination by the Board less than the total number of designees the Xxxxxxx Stockholders shall be entitled to designate for nomination pursuant or subject to Section 2.1(a4.1(i), the Xxxxxxx Stockholders shall have the right, at any time, to designate for nomination such additional designees to which they are entitled, in which case, the Company and the Directors shall take all necessary corporate action, to the fullest extent permitted other substitute persons as may be designated by Applicable Law (including with respect to any fiduciary duties under Delaware law), to (x) enable the Xxxxxxx Stockholders to designate for nomination and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise, and (yApollo as Stockholder Designees) to designate such additional individuals designated for nomination by the Xxxxxxx Stockholders to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Xxxxxxx Stockholders shall actually designate for nomination pursuant to this Section 2.1 and who is thereafter be initially elected to the Board to serve as a Director shall be referred to herein as an “Xxxxxxx Designee.” (c) In of Directors by virtue of the event that a vacancy is created at any time Recapitalization Merger contemplated by the deathMerger Agreement. Until the earlier of (i) the date on which the Stockholders beneficially own, retirementcollectively, removal less than 25% of the Shares or resignation (ii) the date the Standstill Period ends by virtue of any Director designated by Section 5.2(g) hereof (the Xxxxxxx Stockholders pursuant to this Section 2.1"Stockholder Designee Period"), the remaining Directors and the Company shallagrees, subject to Section 4.1(i), to support the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Xxxxxxx Stockholders, if such Director was designated by the Xxxxxxx Stockholders, as soon as possiblenomination of, and the Company hereby agrees to take, Company's Nominating Committee shall recommend to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish Board of Directors the same. (d) The Company agrees, to the fullest extent permitted by Applicable Law (including with respect to any fiduciary duties under Delaware law), to include inclusion in the slate of nominees recommended by the Board of Directors to stockholders for election as directors at any each annual meeting of stockholders called for of the purpose Company (A) five Stockholder Designees if the Stockholders beneficially own a number of electing shares of Common Stock equal to 66 2/3% or more of the Shares, (B) four Stockholder Designees if the Stockholders beneficially own a number of shares of Common Stock equal to 50% or more but less than 66 2/3% of the Shares, or (C) two Stockholder Designees if the Stockholders beneficially own 25% or more but less than 50% of the Shares (each a "Beneficial Ownership Threshold"); provided, that in no event will more than four of such Stockholder Designees be Associates of Apollo (each Stockholder Designee who is an Associate of Apollo is hereafter referred to as an "Apollo Director"). Notwithstanding the foregoing, if at any time after the fifth anniversary of the Effective Time, the number of shares of Company Common Stock beneficially owned by the Stockholders aggregate less than forty percent (40%) of the total number of shares of the Company's Common Stock of all classes entitled to vote in the election of directors as are then outstanding ("Total Shares Outstanding"), the maximum number of Stockholder Designees shall be the lowest whole number which when compared to the total number of directors of the Company (including all vacancies) is equal to or greater than the percentage which the aggregate number of shares of Company Common Stock beneficially owned by the Stockholders bears to the Total Shares Outstanding. (b) If any vacancy on the Company's Board of Directors occurs (by virtue of the individuals death, retirement, disqualification, removal from office or other cause of a Stockholder Designee), prior to a meeting of the Company's stockholders, the Nominating Committee shall appoint, subject to Section 4.1(i), a person designated by Apollo to fill such vacancy (except if such vacancy occurs as a result of the reduction of the number of Stockholder Designees entitled to be included on the Board of Directors by reason of a decrease in the Stockholders' beneficial ownership of Common Stock pursuant to this Section 2.1 4.1(a)) and to nominate and recommend each such individual to person shall be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as an Xxxxxxx Stockholder Designee pursuant to for purposes of this Agreement. (ec) Insofar In the event the size of the Company's Board of Directors is increased, Apollo will have the right, subject to Section 4.1(i) hereof, to nominate such additional number of persons to serve as Stockholder Designees such that the total number of Stockholder Designees is equal to the lowest whole number which when compared to the total number of directors (including all vacancies) of the Company, is equal to or greater than the percentage which the aggregate number of shares of Company Common Stock then beneficially owned by the Stockholders bears to the Total Shares Outstanding. (d) On the Effective Date, the Company is or becomes subject will cause the persons indicated on Schedule 4.1 to requirements under Applicable Law or be initially named to a nominating committee (the regulations of any self-regulatory organization, including the NYSE or such other national securities exchange upon which the Common Stock is listed to which the Company is then subject, relating to the composition "Nominating Committee") of the Board or committees thereofof Directors and at all times during the Stockholder Designee Period, their respective responsibilities or (i) the qualifications size of their respective the Nominating Committee will be fixed at five members, two of whom will be Stockholder Designees who are Apollo Directors and one of whom will be the Xxxxxxx Stockholders Chief Executive Officer (if he or she is a director), and (ii) nominees for director that are not Stockholder Designees shall cooperate in good faith be designated exclusively by vote of not less than a majority of the members of the Nominating Committee. (e) Notwithstanding the foregoing, the Company shall have no obligation to select for nomination designees support the nomination, recommendation or election of any Stockholder Designee pursuant to the Board this Section 4.1 or any other obligation under this Section 2.1 so as to permit 4.1 if the Company to comply with all such applicable requirementsStockholders are in breach of any material provision of this Agreement. (f) No Xxxxxxx Designee shall be paid any fee (or provided any equity-based compensation) for service as Director or member of Other than any committee formed for the purpose of considering matters relating to the BoardStockholders or as set forth above with respect to the Nominating Committee, unless otherwise determined by (i) if the Board; provided that each Xxxxxxx Designee Stockholders are entitled to include at least four Stockholder Designees for election to the Board of Directors under this Agreement, the Stockholders shall be entitled to reimbursement have such number of Stockholder Designees serve on each committee of the Board of Directors that provides the Stockholders with representation (as a percentage) equal to no less than the percentage which the number of shares of Common Stock beneficially owned by the Company Stockholders bears to the Total Shares Outstanding, provided that under no circumstances shall Apollo Directors serve as a majority of any committee other than a committee formed for reasonable expenses incurred while traveling the purpose of considering matters relating to the cash or other compensation of officers and from Board and committee meetings as well as travel employees of the Company; or (ii) if the Stockholders are entitled to include two Stockholder Designees for other business related election to his or her service on the Board or committees thereofof Directors under this agreement, subject to any maximum reimbursement obligations as may be established by the Board from time to time. Notwithstanding the foregoing, any Xxxxxxx Designee whom the Board determines to be “independent” as defined under NYSE and Exchange Act rules and regulations Stockholders shall be entitled to compensation have one Stockholder Designee serve on each committee of the Board of Directors. (g) Upon any decrease in the Stockholders' beneficial ownership of Common Stock below any Beneficial Ownership Threshold, Apollo shall use its best efforts to cause a number of Stockholder Designees to offer to immediately resign from the Company's Board of Directors (subject to acceptance by the Board of Directors) such that the number of Stockholder Designees serving on the Board of Directors immediately thereafter will be equal to the number of Stockholder Designees which Apollo would then be entitled to designate under Section 4.1(a). Upon termination of the Stockholder Designee Period, Apollo shall promptly offer to cause all of the Stockholder Designees to resign from the Board of Directors (subject to acceptance by the Board of Directors) thereof and the Company's obligations under this Section 4.1 shall terminate. (h) The Company and each Stockholder shall use commercially reasonable efforts to call, or cause the appropriate officers and directors of the Company to call, a special meeting of stockholders of the Company and to vote all of the shares of Common Stock owned or held of record by them for, or to cause to be taken actions by written consent in lieu of any such meeting necessary to cause, the removal (with or without cause) of any Stockholder Designee if Apollo requests such director's removal in writing for any reason. Except as provided in this Section 4.1(h), each Stockholder agrees that, at any time that it is then entitled to vote for the election or removal of directors, it will not vote in favor of the removal of any Stockholder Designee unless (i) such removal shall be at the request of Apollo pursuant to the provisions of Section 4.1(h), (ii) the right of the party who nominated such director to do so has terminated in accordance with Section 4.1(a) above, or (iii) such removal is in accordance with the requirements of Section 4.1(i) below. (i) Notwithstanding the provisions of this Section 4.1, Apollo shall not be entitled to designate any person to the Company’s Independent Director Compensation Program's Board of Directors (or any committee thereof) in the event that (x) the Company receives a written opinion of its outside counsel that such Stockholder Designee would not be qualified under applicable law, rule or regulation to serve as a director of the Company or (y) if the Nominating Committee objects to such Stockholder Designee because such Stockholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services and, in any such event, Apollo shall withdraw the designation of such proposed Stockholder Designee and designate a replacement therefor (which replacement Stockholder Designee shall also be subject to the requirements of this Section). The Company shall use its reasonable best efforts to notify Apollo of any objection to a Stockholder Designee sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable Apollo to propose a replacement Stockholder Designee in accordance with the terms of this Agreement. Apollo agrees to remove any Stockholder Designee objected to by the Nominating Committee on the grounds specified in clause (y) above. (j) The Company shall not, and shall not permit any of its subsidiaries to, without the consent of two-thirds of the entire Board of Directors of the Company, take any action that under the Charter Documents or this Agreement requires the approval of two-thirds of the entire Board of Directors of the Company if any of the Stockholder Designees approving (and whose vote is necessary to approve) such action are Persons whose removal from the Board of Directors has been requested at or prior to the time of such action by Apollo pursuant to Section 4.1(a), unless such action has been ratified by the reconstituted Board of Directors following such removal and election of successors. (k) Each Stockholder Designee serving on the Board of Directors shall be entitled to all compensation and stock incentives granted to directors who are not employees of the Company on the same terms provided to such directors. (l) Notwithstanding anything in this Agreement to the contrary, in connection with a Transfer of at least 66 2/3% of the Shares to a single transferee, whether by a single transaction or a series of transactions, Apollo may, by written notice to the Company, and with the affirmative approval of not less than two-thirds of the entire Board of Directors of the Company (including a vote that complies with Section 3.09(d)(2) of the Company's By-laws) assign all rights granted to Apollo under this Section 4.1 to such transferee (to the exclusion of other Stockholders) and, without limiting the foregoing, such transferee's rights to designate directors under this Section 4.1 shall not be reduced until such transferee ceases to beneficially own at least 66 2/3%, 50% or 25%, as the case may be, of the number of Shares or as such number of directors is otherwise reduced in accordance with Section 4.1. Any approval to such Transfer by the requisite vote of the Company's Board of Directors shall constitute the approval referred to in Section 203(a)(1) of the Delaware General Corporation Law, as amended.