Common use of Certain Director and Officer Positions Clause in Contracts

Certain Director and Officer Positions. (A) CoreStates agrees to fix the size of its Board at 15 members and to cause five members of Meridian's Board of Directors consisting of Xx. XxXxxxxxxx and Xx. Xxxxxxxxxxx and three other current directors of Meridian selected by CoreStates from a list of six persons, nominated by Meridian and willing so to serve subject to any applicable legal restrictions ("Former Meridian Directors") to be elected or appointed as directors of CoreStates at, or as promptly as practicable after, the Effective Time. Two of the Former Meridian Directors, including Xx. XxXxxxxxxx, shall be appointed to the class of the Board of Directors of CoreStates elected by the shareholders of CoreStates at the annual meeting of CoreStates immediately preceding the Effective Date. Two of the Former Meridian Directors shall be appointed to the class of the Board of Directors of CoreStates elected by the shareholders of CoreStates at the annual meeting of CoreStates immediately preceding the annual meeting referenced in the preceding sentence. The remaining Former Meridian Director shall be appointed to the remaining class of the CoreStates Board of Directors. (B) CoreStates agrees to cause that number of Former Meridian Directors to be elected or appointed as members of the Executive Committee of the Board of Directors of CoreStates at, or as promptly as practicable after, the Effective Time as shall constitute one-third of the members of such committee and which Former Meridian Directors shall include Xx. XxXxxxxxxx and other Former Meridian Directors agreed upon by the Chief Executive Officers of Meridian and CoreStates prior to the Effective Time. In the event Meridian Bank is merged into CoreStates Bank, N.A., the Board of Directors of CoreStates Bank, N.A. immediately following the Merger shall consist of that number of former Meridian Bank directors as bears the same proportion to the total number of directors of CoreStates Bank, N.A. as the number of Former Meridian Directors bears to the total number of directors of CoreStates. (C) At the Effective Time, CoreStates's Board of Directors shall elect or appoint (i) Xx. XxXxxxxxxx as President and Chief Operating Officer of CoreStates, (ii) Xx. Xxxxxx as Chief Financial Officer of CoreStates, and (iii) each of them as members of the Office of the Chairman.

Certain Director and Officer Positions. (A1) CoreStates agrees ExecuFirst shall have caused the Board of Directors of the Surviving Corporation to fix the size of its Board at 15 members and be increased to cause five 18 members. Nine members of MeridianRepublic's Board of Directors consisting Directors, or the designees of Xx. XxXxxxxxxx and Xx. Xxxxxxxxxxx and three other current directors of Meridian selected by CoreStates from a list of six personsRepublic who are reasonably acceptable to ExecuFirst, ("Former Republic Directors") shall be nominated by Meridian and willing so to serve ExecuFirst (subject to any applicable legal restrictions ("Former Meridian Directors"restrictions) to be and elected or appointed as directors of CoreStates the Surviving Corporation at, or as promptly as practicable after, the Effective Time. Two , provided, however, that if, at or for a reasonable period after the Effective Time, the members of ExecuFirst's then existing Board of Directors (the "ExecuFirst Directors") or the Former Republic Directors would constitute less than 50% of the Former Meridian membership of the Surviving Corporation's Board of Directors, including Xx. XxXxxxxxxxthe ExecuFirst Directors or Former Republic Directors, as the case may be, shall have the right to appoint such number of directors as shall be appointed required (and the non-appointing directors shall make such actions as are reasonably necessary to cause such appointment to occur) in order that the class ExecuFirst Directors and Former Republic Directors each constitute 50% of the Board of Directors of CoreStates elected by the shareholders of CoreStates at the annual meeting of CoreStates immediately preceding the Effective Date. Two of the Former Meridian Directors shall be appointed to the class of the Board of Directors of CoreStates elected by the shareholders of CoreStates at the annual meeting of CoreStates immediately preceding the annual meeting referenced in the preceding sentence. The remaining Former Meridian Director shall be appointed to the remaining class of the CoreStates Board of DirectorsSurviving Corporation. (B2) CoreStates The Surviving Corporation agrees to cause that number of four Former Meridian Republic Directors to be elected or appointed as members of the Executive Committee of the Board of Directors of CoreStates the Surviving Corporation at, or as promptly as practicable after, the Effective Time as (which Executive Committee shall constitute one-third of the members of at such committee and which Former Meridian Directors shall include Xx. XxXxxxxxxx and other Former Meridian Directors agreed upon by the Chief Executive Officers of Meridian and CoreStates prior to the Effective Time. In the event Meridian Bank is merged into CoreStates Bank, N.A., the Board of Directors of CoreStates Bank, N.A. immediately following the Merger shall time consist of that number of former Meridian Bank directors as bears the same proportion to the total number of directors of CoreStates Bank, N.A. as the number of Former Meridian Directors bears to the total number of directors of CoreStatesnot more than eight members). (C3) At the Effective Time, CoreStatesthe Surviving Corporation's Board of Directors shall elect or appoint (i) Xx. XxXxxxxxxx as President and Chief Operating Officer of CoreStates, (ii) Xx. Xxxxxx as Chief Financial Officer of CoreStates, and (iii) each of them as members officers of the Office of Surviving Corporation the Chairmanpersons set forth in the protocol approved and adopted by each party hereto on or prior to the date hereof.

Certain Director and Officer Positions. (Aa) CoreStates Subject to Section 6.15(c), FBS agrees to fix cause all of the size of its Board at 15 members and to cause five members of Meridian's the USBC Board on the date hereof who are still members of Directors consisting of Xx. XxXxxxxxxx and Xx. Xxxxxxxxxxx and three other current directors of Meridian selected by CoreStates from a list of six persons, nominated by Meridian the USBC Board immediately prior to the Effective Time and willing so to serve subject to any applicable legal restrictions ("Former Meridian USBC Directors") to be elected or appointed as directors of CoreStates at, or as promptly as practicable after, the Effective Time. Two of the Former Meridian Directors, including Xx. XxXxxxxxxx, shall be appointed to the class of the Board of Directors of CoreStates elected by the shareholders of CoreStates at the annual meeting of CoreStates immediately preceding the Effective Date. Two of the Former Meridian Directors shall be appointed to the class of the Board of Directors of CoreStates elected by the shareholders of CoreStates at the annual meeting of CoreStates immediately preceding the annual meeting referenced in the preceding sentence. The remaining Former Meridian Director shall be appointed to the remaining class of the CoreStates Board of Directors. (B) CoreStates agrees to cause that number of Former Meridian Directors to be elected or appointed as members of the Executive Committee of the Board of Directors of CoreStates FBS at, or as promptly as practicable after, the Effective Time (such appointment or election of Former USBC Directors to be as shall constitute one-third evenly distributed as possible among the classes of FBS directors). It is the intention of the members parties that the size of the board of directors of the Surviving Corporation be substantially reduced as of the first annual meeting of stockholders of the Surviving Corporation following the Effective Time but that, in connection with such committee reduction, and which Former Meridian Directors shall include Xx. XxXxxxxxxx and other Former Meridian Directors agreed upon by thereafter until at least the Chief Executive Officers third annual meeting of Meridian and CoreStates prior to stockholders of the Surviving Corporation following the Effective Time. In the event Meridian Bank is merged into CoreStates Bank, N.A., the Board Former USBC Directors constitute in the aggregate between 40% and 45% of Directors of CoreStates Bank, N.A. immediately following the Merger shall consist of that number of former Meridian Bank directors as bears the same proportion to the total number of directors of CoreStates Bank, N.A. as the number of Former Meridian Directors bears to the total number of directors of CoreStatesSurviving Corporation then in office. (Cb) At the Effective TimeTime,(i) Gerry B. Cameron shall be Chairman of the FBS Board for a xxxx xxxxxxxxx through December 31, CoreStates's Board of Directors 1998 and John F. Grundhofer shall elect or appoint (i) Xx. XxXxxxxxxx as continue to be President and Chief Operating Officer Chixx Xxxxxxxxx Xxxxxer of CoreStates, FBS and (ii) XxGary T. Duim and Robert D. Sznewajs shall each be a Vice Xxxxxxxx xx FBS. (c) FBS shall use all reasonable efforts to solicit the affirmative vote of the holders of at least 80% of the outstanding FBS Common Stock entitled to vote thereon at the FBS Meeting with respect to approval of the Board Size Amendment. Xxxxxx In the event such approval is not obtained at the FBS Meeting, the parties agree that, notwithstanding the provisions of Section 6.15(a), FBS shall appoint or elect to the FBS Board the maximum number of Former USBC Directors (and in no event fewer than 10 Former USBC Directors) as would result in there being 24 FBS directors and FBS agrees to appoint the remaining Former USBC Director (as selected by the Chief Financial Executive Officer of CoreStatesUSBC) as an advisory director of the FBS Board entitled to fully participate at all FBS Board meetings to the fullest extent permitted by applicable law. FBS shall provide the advisory director with compensation, benefits and indemnification as if such person were a full member of the FBS Board. The parties agree that the Merger shall not be conditioned upon approval of the Board Size Amendment, and (iii) each of them if such approval is not obtained at the FBS Meeting, the FBS Certificate as members of amended at the Office of Effective Time, shall not include the ChairmanBoard Size Amendment.