Common use of Chairman and Chief Executive Officer Clause in Contracts

Chairman and Chief Executive Officer. (a) At the Effective Time, Xxxxxx Xxxxxxxx shall remain the Chairman and CEO. In the event that Xxxxxx Xxxxxxxx is not the CEO at the Effective Time or ceases to be the CEO at any time during the Specified Period, then Xxx Xxxxxxxx, if he is COO at such time, shall succeed to the position of CEO for the remainder of the Specified Period. During any such period of succession, Xxx Xxxxxxxx shall continue to exercise the powers, rights, functions and responsibilities of the COO in addition to exercising those of the CEO. (b) The Chairman shall chair all meetings of the Board of Directors and stockholders at which he is present. (c) The CEO shall be responsible, in consultation with the COO, for corporate policy and strategy and the COO shall consult on all major decisions with, and shall report directly to, the CEO, during the Specified Period; provided, however, that the CEO shall not exercise any powers, rights, functions or responsibilities of the COO unless Xxx Xxxxxxxx is the CEO.

Chairman and Chief Executive Officer. (a) At the Effective Time, Xxxxxx Xxxxxxxx Sumner Redstone shall remain the Chairman and CEO. In the event that evxxx xxxx Xxxxxx Xxxxxxxx Redstone is not the CEO at the Effective Time or ceases to be the CEO ceasxx xx xx xxx XXO at any time during the Specified Period, then Xxx XxxxxxxxMel Karmazin, if he is COO at such time, shall succeed to the position of thx xxxxxxxx xf CEO for the remainder of the Specified Period. During any such period of succession, Xxx Xxxxxxxx Mel Karmazin shall continue to exercise the powers, rights, functions and xxxxxxxxx xxd responsibilities of the COO in addition to exercising those of the CEO. (b) The Chairman shall chair all meetings of the Board of Directors and stockholders at which he is present. (c) The CEO shall be responsible, in consultation with the COO, for corporate policy and strategy and the COO shall consult on all major decisions with, and shall report directly to, the CEO, during the Specified Period; provided, however, that the CEO shall not exercise any powers, rights, functions or responsibilities of the COO unless Xxx Xxxxxxxx Mel Karmazin is the CEO.