Common use of Board Seat Clause in Contracts

Board Seat. Holdings hereby agrees that ESI, or its designee, shall ---------- be entitled, from and after the Closing, to designate one member of the Board of Directors of Holdings, such member to be reasonably acceptable to Holdings, it being understood that Xxxxxxx X. Xxxx or any senior or executive vice president of ESI shall be deemed acceptable to Holdings (such director being referred to herein as the "Stockholder Director"). Notwithstanding the foregoing, if at any time ESI's percentage beneficial ownership of Holdings' outstanding common stock is less than five percent (5%), ESI thereafter shall not be entitled to designate a director. The Stockholder Director shall be entitled to the same indemnification, compensation and other benefits provided to all other non- employee members of Holdings' Board of Directors. In accordance with the foregoing, Holdings hereby agrees that its Board of Directors will take all action necessary such that upon the fifth (5th) business day following the Closing, Holdings' Board of Directors shall be increased in size, if necessary, and the person designated by ESI shall be elected as a director effective upon such date. Following the Closing, Holdings shall cause (i) the person designated by ESI as a director to be included (consistent with applicable law and Holdings' Certificate of Incorporation) in the group of nominees who are recommended for election to the Board of Directors by the management of Holdings and included in Holdings' proxy statement pursuant to the Securities Exchange Act of 1934, as amended, at each meeting of stockholders of Holdings when directors are to be elected, and (ii) at any special meeting of the Board of Directors held as soon as practicable after the creation of any vacancy as a result of the death, resignation or removal of the Stockholder Director, the appointment of such person or persons as are designated by ESI to fill any such vacancy. Unless written notice, signed by the President of ESI, designating another individual shall be received by Holdings, the Stockholder Director shall be Xxxxxxx X. Xxxx.

Board Seat. Holdings hereby agrees that ESI(a) Upon the earlier to occur of (x) Holdings’ proxy statement (for the election of directions) for the annual meeting of stockholders to be held in calendar year 2010 or (y) June 30, or its designee2010 (the “Designee Date”), and for as long as the Notes are outstanding, MRC shall ---------- be entitled, from and after have the Closing, right to designate nominate one individual to serve as a member of the Holdings’ Board of Directors (“MRC’s Designee”), and Holdings agrees (i) to increase the size of Holdings, such member to be reasonably acceptable to Holdings, it being understood that Xxxxxxx X. Xxxx or any senior or executive vice president of ESI shall be deemed acceptable to Holdings (such director being referred to herein as the "Stockholder Director"). Notwithstanding the foregoing, if at any time ESI's percentage beneficial ownership of Holdings' outstanding common stock is less than five percent (5%), ESI thereafter shall not be entitled to designate a director. The Stockholder Director shall be entitled to the same indemnification, compensation and other benefits provided to all other non- employee members of Holdings' Board of Directors. In accordance with the foregoing, Holdings hereby agrees that its ’ Board of Directors will take all action necessary such that upon the fifth (5th) business day following the Closing, and appoint MRC’s Designee to Holdings' ’ Board of Directors shall be increased in sizeas promptly as practicable after the Designee Date, if necessaryor, at Holdings’ option, to nominate MRC’s Designee and the person designated by ESI shall recommend to Holdings’ stockholders that MRC’s Designee be elected as a director effective upon such date. Following the Closing, Holdings shall cause (i) the person designated by ESI as a director to be included (consistent with applicable law and Holdings' Certificate of Incorporation) in the group of nominees who are recommended for election to the ’ Board of Directors by at the management of Holdings and included in Holdings' proxy statement pursuant to the Securities Exchange Act of 1934, as amended, at each annual meeting of stockholders of Holdings when directors are to be electedin 2010, and (ii) at any special meeting of the to recommend to Holdings’ stockholders that MRC’s Designee be elected to Holdings’ Board of Directors held as soon as practicable at annual meetings of stockholders occurring after the creation Designee Date and thereafter for as long as the Notes are outstanding. (b) In connection with any election of directors at an annual meeting of stockholders to which this Section 7.33 applies, MRC agrees to provide advance notice of MRC’s Designee to Holdings within the time periods set forth in Holdings’ Amended and Restated Bylaws. MRC agrees to provide notice of the initial MRC Designee to Holdings no later than April 30, 2010. In connection with MRC’s nomination of any vacancy as a result of the death, resignation or removal of the Stockholder DirectorMRC Designee, the appointment MRC Designee shall deliver a completed and signed questionnaire regarding the background and qualifications of such person to serve as a director, a copy of which may be obtained upon request to the secretary of Holdings, a signed consent to be named in Holdings’ proxy statement as a nominee for election as a director, such additional information that Holdings may reasonably request to determine the eligibility or persons qualifications of such person to serve as are designated by ESI a director of Holdings, or that could be material to fill any a reasonable stockholder’s understanding of the qualifications and/or independence, or lack thereof, of such vacancy. Unless written notice, signed by the President of ESI, designating another individual shall be received nominee as a director and all other documents reasonably requested by Holdings, the Stockholder Director shall be Xxxxxxx X. Xxxxincluding certifications as to compliance with Holdings’ xxxxxxx xxxxxxx policy and code of conduct.

Board Seat. Holdings hereby agrees that ESI, or its designee, shall ---------- be entitled, from and after the Closing, to designate one member of the Board of Directors of Holdings, such member to be reasonably acceptable to Holdings, it being understood that Xxxxxxx Barrxxx X. Xxxx or xx any senior or executive vice president of ESI shall be deemed acceptable to Holdings (such director being referred to herein as the "Stockholder Director"). Notwithstanding the foregoing, if at any time ESI's percentage beneficial ownership of Holdings' outstanding common stock is less than five percent (5%), ESI thereafter shall not be entitled to designate a director. The Stockholder Director shall be entitled to the same indemnification, compensation and other benefits provided to all other non- non-employee members of Holdings' Board of Directors. In accordance with the foregoing, Holdings hereby agrees that its Board of Directors will take all action necessary such that upon the fifth (5th) business day following the Closing, Holdings' Board of Directors shall be increased in size, if necessary, and the person designated by ESI shall be elected as a director effective upon such date. Following the Closing, Holdings shall cause (i) the person designated by ESI as a director to be included (consistent with applicable law and Holdings' Certificate of Incorporation) in the group of nominees who are recommended for election to the Board of Directors by the management of Holdings and included in Holdings' proxy statement pursuant to the Securities Exchange Act of 1934, as amended, at each meeting of stockholders of Holdings when directors are to be elected, and (ii) at any special meeting of the Board of Directors held as soon as practicable after the creation of any vacancy as a result of the death, resignation or removal of the Stockholder Director, the appointment of such person or persons as are designated by ESI to fill any such vacancy. Unless written notice, signed by the President of ESI, designating another individual shall be received by Holdings, the Stockholder Director shall be Xxxxxxx Barrxxx X. Xxxx.

Board Seat. Holdings hereby agrees that ESI(a) Ameritech, American and Idaho acting as a group shall have the right, exercisable at any time between the date hereof and the first anniversary of the IPO by giving written notice to PPL REIT, to nominate one person who is acceptable to Ameritech, American and Idaho acting as a group, on the one hand, and Purchaser (or its designeepermitted assign), shall ---------- be entitledon the other hand (the "Nominee"), from and after the Closing, to designate one as a member of the Board board of Directors of Holdings, such member to be reasonably acceptable to Holdings, it being understood that Xxxxxxx X. Xxxx directors (or any senior or executive vice president of ESI shall be deemed acceptable to Holdings (such director being referred to herein as the "Stockholder Director"). Notwithstanding the foregoingtrustees, if at any time ESI's percentage beneficial ownership of Holdings' outstanding common stock PPL REIT is less than five percent (5%), ESI thereafter shall not be entitled to designate a director. The Stockholder Director shall be entitled to the same indemnification, compensation and other benefits provided to all other non- employee members of Holdings' Board of Directors. In accordance with the foregoing, Holdings hereby agrees that its Board of Directors will take all action necessary such that upon the fifth (5th) business day following the Closing, Holdings' Board of Directors shall be increased in size, if necessary, and the person designated by ESI shall be elected organized as a director effective upon such date. Following the Closingtrust) of PPL REIT. (b) Within, Holdings shall cause (i) 30 days after receipt of such notice, if the person designated by ESI as IPO has not closed prior to receipt of the notice, Purchaser (or its permitted assign) shall cause its shareholders to elect the Nominee to the board of PPL REIT and, (ii) 60 days after receipt of such notice, if the IPO has closed before receipt of the notice, Purchaser (or its permitted assign) shall (A) prepare and file with the Securities and Exchange Commission ("SEC") a director notice of a special meeting of the PPL REIT shareholders to be included (consistent with applicable law and Holdings' Certificate held within six weeks of Incorporation) the mailing of the notice to the PPL shareholders, to which notice a proxy statement shall be attached in which the group of nominees who are recommended Nominee is presented for election to the Board board with customary language of Directors by the management of Holdings and included in Holdings' support from management, (B) mail such proxy statement pursuant to the Securities Exchange Act of 1934PPL shareholders by means customary for proxy statement mailings and (C) if a quorum is not present on the scheduled meeting date, as amendedcontinue such meeting in the manner provided by applicable law until a quorum is present. (d) If the Nominee is nominated before the IPO has closed, at each meeting of stockholders of Holdings when directors are the Nominee shall agree to promptly cooperate with management in preparing the registration statement required in connection with the IPO and any amendments thereto, including providing all information required to be electedincluded therein by applicable law and signing the registration statement or a consent to the use of the Nominee's name therein which shall be filed as an exhibit thereto, and (ii) at any otherwise cooperating in the manner required of all members of the board in connection with the IPO. If the Nominee is nominated after the IPO has closed, the Nominee shall promptly cooperate with management in preparing the special meeting notice and proxy statement, including providing all information required to be included therein by applicable law. (e) The right to nominate the Nominee shall not be exercisable in the six week period prior to the projected closing date of the Board IPO as set forth in a writing delivered to American, Ameritech and Idaho no earlier than two weeks prior to the start of Directors held as soon as practicable such six week period, or in the two month period after the creation of any vacancy as a result closing of the death, resignation or removal IPO. (f) The Nominee shall serve a term commencing on the date of the Stockholder Director, Nominee's election and expiring not earlier than the appointment first anniversary of such person or persons as are designated by ESI to fill any such vacancy. Unless written notice, signed by the President of ESI, designating another individual shall be received by Holdings, the Stockholder Director shall be Xxxxxxx X. XxxxNominee's election.

Board Seat. Holdings hereby (a) During the term of this Agreement, the Company agrees that ESI, or its designee, shall ---------- be entitled, from and to: (i) appoint Xxxxxx Xxxxx (“Investor Director”) to serve as a director on the Board promptly after the Closingdate hereof. (ii) at each meeting of stockholders for election of directors at which the position to be occupied under this Agreement by the Investor Director on the Board is to be determined by stockholder election, (A) cause the Investor Director to designate one be recommended by the Nominating Committee for consideration by the Board and to be nominated by the Board for election as a director; (B) recommend to its stockholders the election of the Investor Director, and use its reasonable best efforts to cause the election of the Investor Director to the Board, including soliciting proxies for the election of the Investor Director to the same extent as it does, consistent with past practice, for any other Board nominee for election as a director; and (C) request each then-current member of such Board to vote as a stockholder for approval of the Board of Directors of HoldingsInvestor Director. (b) Following his appointment to the Board, such member to be reasonably acceptable to Holdings, it being understood that Xxxxxxx X. Xxxx or any senior or executive vice president of ESI shall be deemed acceptable to Holdings (such director being referred to herein as the "Stockholder Director"). Notwithstanding the foregoing, if at any time ESI's percentage beneficial ownership of Holdings' outstanding common stock is less than five percent (5%), ESI thereafter shall not be entitled to designate a director. The Stockholder Investor Director shall be entitled to the same indemnificationcompensation received by other Board members in consideration of his service as a director, compensation and reimbursement of out-of-pocket expenses incurred in attending Board meetings (collectively, “Board Compensation”). Board Compensation shall be paid by the Company to the Investor. The Investor Director shall be entitled to the same indemnification as provided to other members of the Board in connection with his role as a director, including the execution by the Company and the Investor Director of the Company’s standard form indemnification agreement in the form filed as an exhibit to the Company’s annual report on Form 10-K. (c) Following his appointment to the Board, the Company shall provide each Investor Director with copies of all notices, minutes, consents and other benefits materials provided to all the other non- employee members of Holdings' the Board of Directors. In accordance or any committee thereof concurrently with the foregoing, Holdings hereby agrees distribution of such materials to the other members. (d) From the date that its Board of Directors will take all action necessary such that upon the fifth (5th) business day following the Closing, Holdings' Board of Directors shall be increased in size, if necessary, and the person designated by ESI shall be elected Investor Director is appointed as a director effective of the Board until the time the Investor Director no longer serves as a director on the Board (the “Director Period”), neither Investor (nor any of its Affiliates) nor the Investor Director will propose a director or slate of directors in opposition to a nominee or slate of nominees proposed by the management or board of directors of the Company or any of its subsidiaries. (e) So long as Investor Director serves as a director of the Board, Investor and its controlled Affiliates shall vote in favor of the slate of nominees proposed by the management or the Board of the Company or any of its subsidiaries. (f) Investor’s rights under this Agreement shall terminate and be of no further force or effect upon such date. Following the Closing, Holdings shall cause earliest to occur of the first date upon which (i) the person designated by ESI as a director Investor and its Affiliates fail to Beneficially own, collectively, at least 2,506,987 shares of common stock (to be included adjusted for any forward or reverse stock splits), (consistent with applicable law and Holdings' Certificate ii) the Investor Director is not elected at any meeting of Incorporation) in the group of nominees who are recommended Company’s stockholders after having been nominated by the Board for election or re-election to the Board of Directors by at such meeting or any adjournment thereof, or (iii) the management of Holdings and included in Holdings' proxy statement pursuant to the Securities Exchange Act of 1934, as amended, at each meeting of stockholders of Holdings when directors are to be elected, and (ii) at any special meeting of the Board of Directors held as soon as practicable after the creation of any vacancy as a result of the Investor Director’s death, resignation or removal from the Board for cause (the “Termination Event”). Upon the occurrence of the Stockholder Directora Termination Event, the appointment of such person or persons as are designated by ESI to fill any such vacancy. Unless written notice, signed by the President of ESI, designating another individual shall be received by Holdings, the Stockholder Investor Director shall be Xxxxxxx X. Xxxxdeemed to have resigned from the Board (unless he is removed for cause or not elected or re-elected). Investor shall immediately inform the Company in writing when a Termination Event occurs as a result of (f)(i) above, and upon any Termination Event shall thereafter cooperate fully with the Company and the Board in transitioning his position to a new Board member, as requested by the Company. Notwithstanding the foregoing, the Investor Director serving as a director shall continue to be entitled to the indemnification and expense reimbursement, if any, in connection with his service as a director described in Section 1(b).

Board Seat. Holdings hereby 15.1.1 During the Term, the Company agrees that ESIto appoint to the board of directors of Terran Orbital (the “Terran Board”) as the initial LM Director (as defined herein), an individual selected by Lockheed Mxxxxx (who shall be reasonably satisfactory to Terran Orbital (Terran Orbital’s consent not to be unreasonably withheld, conditioned, or its designeedelayed)), which LM Director shall ---------- be entitledfill the existing Class III director vacancy on the Terran Board, and agrees not to take any other steps to fill such vacancy prior to the Appointment Date (as defined herein). The Company agrees to appoint the LM Director as promptly as practicable following the later of the Effective Date or the date Lockheed Mxxxxx notifies the Company in writing of the identity of the proposed LM Director (the “Appointment Date”). 15.1.2 During the Term, subject to the terms and conditions of this Section 15.1 and applicable law, the Company agrees, from and after the ClosingEffective Date, to designate (i) include one member appointee or nominee for election to the Terran Board selected by Lockheed Mxxxxx (who shall be reasonably satisfactory to Terran Orbital (Terran Orbital’s consent not to be unreasonably withheld, conditioned, or delayed)) (the “LM Director”) in its slate of nominees for election as a Class III director at each of the Company’s meetings of stockholders or action by written consent at which Class III directors are to be elected, (ii) recommend that the Company’s shareholders vote in favor of the election of such LM Director at each such meeting of stockholders or action by written consent at which directors are to be elected and (iii) otherwise support such LM Director in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. For the avoidance of doubt, failure of the stockholders of the Company to elect any LM Director to the Terran Board shall not affect the right of Directors Lockheed Mxxxxx to nominate a director for election pursuant to this Section 15.1 in any future election of Holdingsdirectors. 15.1.3 Lockheed Mxxxxx shall have the right to exercise the rights set forth in this Section 15.1 in its absolute and sole discretion, and regardless of whether Lockheed Mxxxxx maintains any equity interest in Terran Orbital. Without the consent of Lockheed Mxxxxx, the Terran Board shall not increase, and the Terran Board and the Company shall not propose any increase in, the size of the Terran Board to more than a total of 11 directors. 15.1.4 For so long as an LM Director is on the Terran Board: (i) if the LM Director is an employee, contractor or otherwise affiliated with Lockheed Mxxxxx, such member to be reasonably acceptable to Holdings, it being understood that Xxxxxxx X. Xxxx or any senior or executive vice president of ESI shall be deemed acceptable to Holdings (such director being referred to herein as the "Stockholder Director"). Notwithstanding the foregoing, if at any time ESI's percentage beneficial ownership of Holdings' outstanding common stock is less than five percent (5%), ESI thereafter LM Director shall not be entitled to designate any form of compensation in respect of his or her service on the Terran Board, including board member fees or equity grants; (ii) the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s securities) or similar guideline or policy with respect to the trading of securities of the Company that applies to Lockheed Mxxxxx or its Affiliates (including a directorpolicy that limits, prohibits or restricts Lockheed Mxxxxx or its Affiliates from entering into any hedging or derivative arrangements), in each case other than with respect to any LM Director solely in his or her individual capacity, except as provided herein; (iii) any share ownership requirement for any LM Director serving on the Terran Board will be deemed satisfied by the securities owned by Lockheed Mxxxxx and/or its Affiliates and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on Lockheed Mxxxxx’x or its Affiliates’ transfers of securities, except as otherwise provided in the Investor Rights Agreement; (iv) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Terran Board be violated by any LM Director (x) accepting an invitation to serve on another board of directors of a company, (y) receiving compensation from Lockheed Mxxxxx or any of its Affiliates, or (z) failing to offer his or her resignation from the Terran Board except as otherwise expressly provided in this Agreement or pursuant to any majority voting policy adopted by the Company; and (v) with respect to clauses (ii), (iii) and (iv) above, it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 15.1.4 shall not apply to the extent inconsistent with this Section 15.1.4 (but shall otherwise be applicable to the LM Director). 15.1.5 Subject to the terms and conditions of this Section 15.1, if a vacancy on the Terran Board is created as a result of an LM Director’s death, resignation, disqualification or removal, in each case for whatever reason, or if Lockheed Mxxxxx desires to nominate a different individual to replace any then-existing LM Director, then, at the request of Lockheed Mxxxxx, the Company (acting through the Terran Board) shall work together with Lockheed Mxxxxx in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement LM Director selected by Lockheed Mxxxxx (who shall be reasonably satisfactory to Terran Orbital (Terran Orbital’s consent not to be unreasonably withheld, conditioned, or delayed), and thereafter such individual shall as promptly as reasonably practical be appointed to the Terran Board to fill such vacancy and/or be nominated as a Company nominee as an “LM Director” pursuant to this Section 15.1 (as applicable). 15.1.6 The foregoing rights and obligations are qualified in their entirety by, and subject at all times to, compliance by Terran Orbital and the LM Director with applicable laws and regulations, including stock exchange regulations, and Terran Orbital’s governing documents, corporate governance guidelines, board and company policies and procedures and applicable committee charters (collectively, the “Terran Orbital Governance Documents”); provided that the Terran Orbital Governance Documents may not be amended or modified by the Terran Board in any manner that materially and disproportionately negates, limits or adversely affects any of the rights of Lockheed Mxxxxx provided hereunder, unless required by applicable law, including stock exchange regulations. The Stockholder Terran Board or its stockholders shall be entitled to remove any LM Director for cause, consistent with applicable laws, regulations, including stock exchange regulations, and the Terran Orbital Governance Documents. 15.1.7 Each LM Director shall be entitled to the same rights to indemnification, insurance, travel and expense reimbursement as the other members of the Terran Board. Promptly following the appointment of each LM Director, the Company shall enter into an indemnity agreement with such LM Director in form and substance substantially similar to the indemnity agreements entered into with the current members of the Terran Board. At such time as an LM Director is no longer a member of the Terran Board, such LM Director shall be entitled to the same indemnification, compensation insurance and other benefits provided expense reimbursement rights as are applicable to all other non- employee members of Holdings' Board of Directors. In accordance with the foregoing, Holdings hereby agrees that its Board of Directors will take all action necessary such that upon the fifth (5th) business day following the Closing, Holdings' Board of Directors shall be increased in size, if necessary, and the person designated by ESI shall be elected as a director effective upon such date. Following the Closing, Holdings shall cause (i) the person designated by ESI as a director to be included (consistent with applicable law and Holdings' Certificate of Incorporation) in the group of nominees who are recommended for election to the Board of Directors by the management of Holdings and included in Holdings' proxy statement pursuant to the Securities Exchange Act of 1934, as amended, at each meeting of stockholders of Holdings when former directors are to be elected, and (ii) at any special meeting of the Board of Directors held as soon as practicable after the creation of any vacancy as a result of the death, resignation or removal of the Stockholder Director, the appointment of such person or persons as are designated by ESI to fill any such vacancy. Unless written notice, signed by the President of ESI, designating another individual shall be received by Holdings, the Stockholder Director shall be Xxxxxxx X. XxxxCompany.