Common use of Certain Policies and Procedures Clause in Contracts

Certain Policies and Procedures. (a) During any period in which Xxxxxxxx S.p.A. is deemed to control the Company for U.S., European Commission or Italian regulatory purposes, and in any case at all times prior to the Threshold Date, the Company, subject to the Proxy Agreement: (i) shall not adopt or implement any policies or procedures, and at Xxxxxxxx S.p.A.’s reasonable request, shall refrain from taking any actions, that would cause Xxxxxxxx S.p.A. to violate any Applicable Law to which Xxxxxxxx S.p.A. is subject; and (ii) shall maintain and observe the policies of Xxxxxxxx S.p.A. to the extent necessary for Xxxxxxxx S.p.A. to comply with its legal and regulatory obligations; provided that this Section 4.01(a) shall not require the Company to take any action (including adopting or implementing any policy) or refrain from taking any action where such action or inaction would cause the Company to violate Applicable Law. (b) So long as Xxxxxxxx S.p.A. is required under IFRS to consolidate the Company’s financial results in the consolidated financial statements of Xxxxxxxx S.p.A., the Company and its Subsidiaries shall: (i) to the extent not expressly prohibited or limited by the Current Proxy Agreement or inconsistent with listing rules or laws applicable to, or prudent business practices for, U.S. public companies (as determined by the Company’s legal counsel), adhere to relevant issued Leonardo Affiliated Group policies and principles applicable to Subsidiaries of Leonardo and provided to the Company in writing at or following the date of this Agreement and a reasonable period of time prior to their application in accordance with the Current Proxy Agreement. (ii) subject to the Proxy Agreement, consult with US Holding prior to creating, amending or rescinding, or establishing annual or other periodic compensation scales and incentive and similar targets under, equity-based or other material executive compensation plans or programs for the Company’s executive officers.

Certain Policies and Procedures. (a) During any period in which Xxxxxxxx S.p.A. is deemed to control the Company for U.S., European Commission or Italian regulatory purposes, and in any case at all times prior to the Threshold Date, the Company, subject to the Proxy Agreement: (i) shall not adopt or implement any policies or procedures, and at Xxxxxxxx S.p.A.’s reasonable request, shall refrain from taking any actions, that would cause Xxxxxxxx S.p.A. to violate any Applicable Law to which Xxxxxxxx S.p.A. is subject; and (ii) shall maintain and observe the policies of Xxxxxxxx S.p.A. to the extent necessary for Xxxxxxxx S.p.A. to comply with its legal and regulatory obligations; provided that this Section 4.01(a) shall not require the Company to take any action (including adopting or implementing any policy) or refrain from taking any action where such action or inaction would cause the Company to violate Applicable Law. (b) So long as Xxxxxxxx S.p.A. is required under IFRS to consolidate the Company’s financial results in the consolidated financial statements of Xxxxxxxx S.p.A., the Company and its Subsidiaries shall: (i) to the extent not expressly prohibited or limited by the Current Proxy Agreement or inconsistent with listing rules or laws applicable to, or prudent business practices for, U.S. public companies (as determined by the Company’s legal counsel), adhere to relevant issued Leonardo Affiliated Group policies and principles applicable to Subsidiaries of Leonardo and provided to the Company in writing at or following the date of this Agreement and a reasonable period of time prior to their application in accordance with the Current Proxy Agreement. (ii) subject to the Proxy Agreement, consult with US Holding prior to creating, amending or rescinding, or establishing annual or other periodic compensation scales and incentive and similar targets under, equity-based or other material executive compensation plans or programs for the Company’s executive officers.

Certain Policies and Procedures. (a) During any period in which Xxxxxxxx Leonardo S.p.A. is deemed to control the Company for U.S., European Commission or Italian regulatory purposes, and in any case at all times prior to the Threshold Date, the Company, subject to the Proxy Agreement: (i) shall not adopt or implement any policies or procedures, and at Xxxxxxxx S.p.A.’s reasonable request, shall refrain from taking any actions, that would cause Xxxxxxxx Leonardo S.p.A. to violate any Applicable Law to which Xxxxxxxx S.p.A. is subject; and (ii) shall maintain and observe the policies of Xxxxxxxx Leonardo S.p.A. to the extent necessary for Xxxxxxxx Leonardo S.p.A. to comply with its legal and regulatory obligations; provided that this Section 4.01(a) shall not require the Company to take any action (including adopting or implementing any policy) or refrain from taking any action where such action or inaction would cause the Company to violate Applicable Law. (b) So long as Xxxxxxxx Leonardo S.p.A. is required under IFRS to consolidate the Company’s financial results in the consolidated financial statements of Xxxxxxxx Leonardo S.p.A., the Company and its Subsidiaries shall: (i) to the extent not expressly prohibited or limited by the Current Proxy Agreement or inconsistent with listing rules or laws applicable to, or prudent business practices for, U.S. public companies (as determined by the Company’s legal counsel), adhere to relevant issued Leonardo Xxxxxxxx Affiliated Group policies and principles applicable to Subsidiaries of Leonardo Xxxxxxxx and provided to the Company in writing at or following the date of this Agreement and a reasonable period of time prior to their application in accordance with the Current Proxy Agreement. (ii) subject to the Proxy Agreement, consult with US Holding prior to creating, amending or rescinding, or establishing annual or other periodic compensation scales and incentive and similar targets under, equity-based or other material executive compensation plans or programs for the Company’s executive officers.