Company Officers. The Manager may appoint a President or Chief Executive Officer, a Chief Financial Officer, Vice Presidents, a Secretary, a Treasurer, and such other officers as they shall deem necessary to perform the duties assigned to officers of the Company by the Manager. Any person may hold two or more offices. The officers of the Company shall have such authority to perform such duties in the management of the Company as may be provided in any employment agreements to which the Company and such officers are parties or as determined by resolution of the Manager, in each case to the extent not inconsistent with this Agreement. The appointment of an officer shall not of itself create any contract rights in favor of the officer, and, subject to the terms of any employment agreement to which the Company and any officer of the Company are parties, any officer of the Company may be removed summarily with or without cause, at any time, by the Manager. All officers shall hold office until their successors are appointed unless sooner removed from office as provided below or there is a resignation. Vacancies shall be filled by the Manager.
Company Officers. At the Effective Time, pursuant to the terms hereof and of the employment contracts referred to in Section 8.15:
(a) Xx. Xxx shall hold the position of Chairman of the Board of Directors and shall be entitled to serve in such capacity for a period of two years from the Effective Time, after which time he will retire as Chairman of the Board of Directors of the Company but he shall continue to be eligible to serve as a director.
(b) Xx. Xxxxx shall hold the positions of Chief Executive Officer and President for a period of at least five years from the Effective Time. When Xx. Xxx no longer serves as Chairman of the Board of Directors, Xx. Xxxxx shall be entitled to continue to serve in his capacity as Chief Executive Officer and President, and shall also serve as Chairman of the Board of Directors for at least the remainder of the five year term specified above. Subject to the five-year term specified above, Xx. Xxxxx shall be entitled to serve in all of the above-referenced capacities until his successor is elected or appointed and shall have qualified in accordance with the WBCL and the Restated Articles of Incorporation and By-laws of the Company (as the same shall be amended pursuant to Section 8.19). In addition, Xx. Xxxxx shall hold the positions of Chief Executive Officer of each of Utilities, WP&LC, Interstate and the Nonregulated Company (as hereinafter defined), and shall be entitled to serve in such capacities for a period of three years from the Effective Time and until his successor is duly elected or appointed and qualified in accordance with applicable charter documents and law.
(c) Xx. Xxxxxxxxxxx shall hold the position of Vice Chairman of the Board of Directors of the Company and shall be entitled to serve in such capacity for a period of two years after the Effective Time, after which time he shall retire as Vice Chairman, but he shall continue to be eligible to serve as a director.
(d) Xx. Xxxxxxx X. Chase ("Xx. Xxxxx") shall hold the position of President of Interstate and shall be entitled to serve in such capacity for a period of at least three years after the Effective Time.
(e) Xx. Xxxxx X. Xxxxxx ("Xx. Xxxxxx") shall hold the position of President of Utilities and shall be entitled to serve in such capacity for a period of time subject to the discretion of its Chief Executive Officer. After such time as Xx. Xxxxxx ceases to be President of Utilities, Xx. Xxxxxx shall assume responsibility for the Nonregulated Company, reporting to ...
Company Officers. At the Effective Time, Xx. Xxxxxx shall hold the position of President and Chief Executive Officer.
Company Officers. Officers of the Company shall be jointly agreed upon by the Advisor and the Sub-Advisor, subject to the approval of the Board of Directors. The Advisor and the Sub-Advisor shall consult with each other and jointly agree upon any officers to be recommended to the Board of Directors, and the Advisor agrees to recommend such officers to the Board of Directors for approval. If an officer jointly recommended by the Advisor and the Sub-Advisor to serve as an officer is not appointed to hold the designated office by the Board of Directors or following appointment by the Board of Directors is no longer retained as such officer of the Company as a result of death, disability, retirement, resignation or removal, the Advisor and the Sub-Advisor shall consult with each other and jointly recommend a replacement for such officer subject to approval by the Board of Directors. The Parties acknowledge that the following initial slate of officers of the Company has been previously submitted to and approved by the Board of Directors: Xxxxxxxx Xxxxxxx Chief Executive Officer Xxxxxx XxxXxxxxx President Xxxxxxxxx X. Xxxxx Chief Financial Officer and Treasurer Xxxxxx Xxxxx Chief Investment Officer Xxxxxxxx X. Xxxxxx Vice President and Secretary
Company Officers. 78 Section 8.15 Employment Contracts . . . . . . . . . . . . . . . . . . 80 Section 8.16 PostMerger Operations . . . . . . . . . . . . . . . . . 80 Section 8.17 Expenses . . . . . . . . . . . . . . . . . . . . . . . . 80 Section 8.18 Further Assurances . . . . . . . . . . . . . . . . . . . 81 Section 8.19
Company Officers. 63 Section 7.16
Company Officers. 45 Section 7.15
Company Officers. (a) From the Effective Time until the earlier of his resignation or removal by the Company Board of Directors, Xx. Xxxx X. Ellerbrook shall serve as Chairman of the Board and Chief Executive Officer. If Xx. Xxxxxxxxxx is not available at the Effective Time to serve as Chief Executive Officer, then Indiana shall designate a new Chief Executive Officer of the Company (the "REPLACEMENT CEO"), subject to the approval of SIGCORP.
(b) From the Effective Time until the earlier of his resignation or removal by the Company Board of Directors, Xx. Xxxxxx X. Goebel shall serve as President and Chief Operating Officer of the Company. If Xx. Xxxxxx is not available at the Effective Time to serve as President and Chief Operating Officer of the Company, then SIGCORP shall designate a new President and Chief Operating Officer of the Company (the "REPLACEMENT COO"), subject to the approval of Indiana.
(c) The provisions of this Section 7.14 are subject to the fiduciary duties of the Company Board and to the specific terms of the employment contracts referred to in Section 7.15, and the duties and responsibilities attributable to the positions referred to in this Section 7.14 shall be as set forth in such contracts.
Company Officers. At the Effective Time, pursuant to and in accordance with the terms hereof and of the employment contracts referred to in Section 6.15, Rxxxxxx X. Xxxxxx, President and Chief Operating Officer of Pacific, shall become Chairman of the Board and Chief Executive Officer of the Company, and Sxxxxxx X. Xxxx, President and Chief Executive Officer of Enova, shall become Vice-Chairman, President and Chief Operating Officer of the Company. If either of such persons is unable or unwilling to hold such offices for the period set forth in his employment contract, his successor shall be selected by the Board of Directors of the Company in accordance with its Bylaws. The Chairman of the Board and Chief Executive Officer and the President and Chief Operating Officer of the Company shall comprise the Office of the Chairman of the Company to which all other officers of the Company and, after the Effective Time, the Chief Executive Officers of Pacific, Pacific Sub, Enova and Enova Sub shall report. Rxxxxxx X. Xxxxxx, President and Chief Operating Officer of Pacific, and Sxxxxxx X. Xxxx, President and Chief Executive Officer of Enova, shall unanimously recommend to the Board of Directors of the Company candidates to serve as the officers of the Company who are not otherwise designated by this Agreement. Such officers shall be appointed by the Board of Directors of the Company in accordance with its By-Laws.
Company Officers. At the Effective Time: (i) A. Christine Baker, Fairfax C. Reynoxxx xxx Xxxxx X. McGill sxxxx xxxxxxate txxxx xxxxxxxx xmployment agreements with Company Bank (and related guaranty agreements with the Company pursuant to which the Company guarantees Company Bank's obligations under such employment agreements) and Buyer Bank shall afford A. Christine Baker, Fairfax C. Reynoxxx xxx Xxxxx X. McGill txx xxxxxxxxity tx xxxxx xxxx xxe Baker Employment Agreement, Reynoxxx Xmployment Agreement and XxXxxx Consulting Agreement, respectively; (ii) James C. McGill shall resign all xxxxxxxxx xxxx Company and Company Bank and B. Grant Yarber shall serve as Compaxx Xxxx'x Xxesident, and A. Christine Baker and Fairfax C. Rexxxxxx xxxxx xx afforded the xxxxxxxxxxy to retain their respective positions with Company Bank; and (iii) the Buyer shall make a lump sum payment to A. Christine Baker, Fairfax C. Reynoxxx xxx Xxxxx X. McGill ix xxx xxxxxts sex forth on Schedule 6.3(i) in full satisfaction and consideration of the change in control severance payments due such individuals in their respective employment agreements with Company Bank.
