Common use of Composition of Committees Clause in Contracts

Composition of Committees. (a) Without limiting Article II, Section 7 of these Bylaws, the Board of Directors shall have and maintain as standing committees an Audit Committee, a Compensation Committee, a Nominating Committee (which, during the Specified Period, shall consist of the Legacy South State Directors Nominating Committee and the Legacy CenterState Directors Nominating Committee) and a Risk Committee. (b) The Board of Directors may by resolution (which, during the Specified Period, shall require the affirmative vote of at least seventy-five (75%) of the Entire Board of Directors) establish any committees not expressly contemplated by these Bylaws composed of directors as they may determine to be necessary or appropriate for the conduct of business of the Corporation and may prescribe the composition, duties and procedures thereof. (c) During the Specified Period, each committee of the Board of Directors (other than the Legacy South State Directors Nominating Committee and the Legacy CenterState Directors Nominating Committee) shall (a) have at least four (4) members and, (b) be composed of fifty percent (50%) Legacy South State Directors and fifty percent (50%) Legacy CenterState Directors (subject to compliance with any independence requirements, and any other requirements, for membership on the applicable committee under the rules of the Designated Exchange). During the Specified Period, the chairman of the Audit Committee and Risk Committee shall be a Legacy South State Director and the chairman of the Nominating Committee and Compensation Committee shall be a Legacy CenterState Director (subject to compliance with any independence requirements, and any other requirements, for membership on the applicable committee under the rules of the Designated Exchange). At any time during the Specified Period in which an Executive Committee is in existence, the chairman of the Executive Committee shall be Mx. Xxxxxx X. Hill, Jr. and Mx. Xxxx X. Corbett shall serve as a member of the Executive Committee. (d) As of the Effective Time, the Board of Directors shall constitute a Legacy CenterState Directors Nominating Committee, which shall be comprised of all of the Legacy CenterState Directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the Designated Exchange. At the end of the Specified Period, the Legacy CenterState Directors Nominating Committee shall be automatically disbanded. (e) As of the Effective Time, the Board of Directors shall constitute a Legacy South State Directors Nominating Committee, which shall be comprised of all of the Legacy South State Directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the Designated Exchange. At the end of the Specified Period, the Legacy South State Directors Nominating Committee shall be automatically disbanded. (f) Notwithstanding anything to the contrary in these Bylaws, during the Specified Period, no committee (including, for the avoidance of doubt, the Executive Committee, to the extent an Executive Committee is in existence) shall be permitted to take any action, and the Board shall not delegate to any committee the power to take any action, that, if taken by the Board of Directors, would require the affirmative vote of at least seventy-five (75%) of the Entire Board of Directors pursuant to this Article X.

Composition of Committees. (a) Without limiting Article II, Section 7 of these BylawsDuring the Specified Period and thereafter, the Board of Directors shall have and maintain as standing committees an Executive Committee, an Audit Committee, a Talent Development and Compensation Committee, a Corporate Governance and Nominating Committee (which, during the Specified Period, shall consist of the Legacy South State First Midwest Directors Nominating Committee and the Legacy CenterState Old National Directors Nominating Committee) ), an Enterprise Risk Committee, and a Risk Culture, Community and Social Responsibility Committee. (b) The During the Specified Period, the Board of Directors may by resolution (which, during the Specified Period, which shall require the affirmative vote of at least seventy-five percent (75%) of the Entire Board of Directors) establish any committees not expressly contemplated by these Bylaws composed of directors as they may determine to be necessary or appropriate for the conduct of business of the Corporation and may prescribe the composition, duties and procedures thereof. (c) During the Specified Period, each committee of the Board of Directors (other than the Legacy South State Old National Directors Nominating Committee and the Legacy CenterState First Midwest Directors Nominating Committee) shall (ai) have at least four (4) members andmembers, (bii) have an even number of members and (ii) be composed of fifty percent (50%) Legacy South State Old National Directors and fifty percent (50%) Legacy CenterState First Midwest Directors (subject to compliance with any independence requirements, and any other requirements, for membership on the applicable committee under the rules of the Designated Exchange). All vacancies on any committee of the Board of Directors shall be promptly filled by the Board of Directors with individuals meeting the foregoing requirements. (d) During the Specified Period, the chairman Chair of the Audit Committee and Risk Executive Committee shall be a Legacy South State Director the Chairman of the Board of Directors and the chairman Chair of the Corporate Governance and Nominating Committee and Compensation Committee shall be a the Lead Director. The Chair positions of all other committees specifically identified in Section 4(a) of this Article IX shall be held so that 50% are held by Legacy CenterState Director (First Midwest Directors and 50% are held by Legacy Old National Directors. Service on any committee shall be subject to compliance with any independence requirements, and any other requirements, for membership on the applicable committee under the rules of the Designated Exchange). At any time during the Specified Period in which an Executive Committee is in existence, the chairman of the Executive Committee shall be Mx. Xxxxxx X. Hill, Jr. and Mx. Xxxx X. Corbett shall serve as a member of the Executive Committee. (de) As of the Effective Time, the Board of Directors shall constitute a Legacy CenterState First Midwest Directors Nominating Committee, which shall be comprised of all of the Legacy CenterState First Midwest Directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the Designated Exchange. At the end of the Specified Period, the Legacy CenterState First Midwest Directors Nominating Committee shall be automatically disbanded. (ef) As of the Effective Time, the Board of Directors shall constitute a Legacy South State Old National Directors Nominating Committee, which shall be comprised of all of the Legacy South State Old National Directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the Designated Exchange. At the end of the Specified Period, the Legacy South State Old National Directors Nominating Committee shall be automatically disbanded. (fg) Notwithstanding anything to the contrary in these Bylaws, during the Specified Period, no committee (including, for the avoidance of doubt, the Executive Committee, to the extent an Executive Committee is in existence) shall be permitted to take any action, and the Board shall not delegate to any committee the power to take any action, that, if taken by the Board of Directors, would require the affirmative vote of at least seventy-five percent (75%) of the Entire Board of Directors pursuant to this Article X.IX.

Composition of Committees. (a) Without limiting Article II, Section 7 of these Bylaws, the Board of Directors shall have and maintain as standing committees an Audit Committee, a Compensation Committee, a Nominating Committee (which, during the Specified Period, shall consist of the Legacy South State Directors Nominating Committee and the Legacy CenterState Directors Nominating Committee) and a Risk Committee. (b) The Board of Directors may by resolution (which, during the Specified Period, shall require the affirmative vote of at least seventy-five (75%) of the Entire Board of Directors) establish any committees not expressly contemplated by these Bylaws composed of directors as they may determine to be necessary or appropriate for the conduct of business of the Corporation and may prescribe the composition, duties and procedures thereof. (c) During the Specified Post-Merger Period, each committee of the Board of Directors shall be composed of an equal number of Continuing Office Depot Directors and Continuing OfficeMax Directors. With respect to each such committee (other than, if applicable, the Selection Committee, which shall be subject to Section 5(b) of this Bylaw), (i) the Continuing OfficeMax Directors Committee shall designate the chairperson of the Audit Committee among the members of the Audit Committee, (ii) the Continuing Office Depot Directors Committee shall designate the chairperson of a committee (other than the Legacy South State Audit Committee) among the members of such committee, (iii) following the designation by the Continuing Office Depot Directors Nominating Committee pursuant to clause (ii), the Continuing OfficeMax Directors Committee shall designate the chairperson of a committee (other than the committees referred to in clauses (i) and (ii)) among the members of such committee, (iv) following the designation of the Continuing OfficeMax Directors Committee pursuant to clause (iii), the Continuing Office Depot Directors Committee shall designate the chairperson of a committee (other than the committees referred to in clauses (i), (ii) and (iii)) among the members of such committee, and (v) with respect to any additional committee of the Board of Directors, the Continuing OfficeMax Directors Committee and the Legacy CenterState Continuing Office Depot Directors Nominating Committee shall alternately designate the chairperson of a committee among the members of such committee (with the Continuing OfficeMax Directors Committee designating first following the Continuing Office Depot Directors Committee) shall ’s designation pursuant to clause (a) have at least four (4) members and, (b) be composed of fifty percent (50%) Legacy South State Directors and fifty percent (50%) Legacy CenterState Directors (subject to compliance with any independence requirements, and any other requirements, for membership on the applicable committee under the rules of the Designated Exchangeiv). During the Specified Post-Merger Period, the chairman of the Audit Committee and Risk Committee shall be include a Legacy South State Continuing Office Depot Director and the chairman a Continuing OfficeMax Director who shall each qualify as an Audit Committee financial expert for purposes of the Nominating Committee and Compensation Committee shall be a Legacy CenterState Director (subject to compliance with any independence requirements, and any other requirements, for membership on the applicable committee Item 407(d)(5)(ii) of Regulation S-K promulgated under the rules of the Designated Exchange). At any time during the Specified Period in which an Executive Committee is in existence, the chairman of the Executive Committee shall be Mx. Xxxxxx X. Hill, Jr. and Mx. Xxxx X. Corbett shall serve as a member of the Executive CommitteeExchange Act. (d) As of the Effective Time, the Board of Directors shall constitute a Legacy CenterState Directors Nominating Committee, which shall be comprised of all of the Legacy CenterState Directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the Designated Exchange. At the end of the Specified Period, the Legacy CenterState Directors Nominating Committee shall be automatically disbanded. (e) As of the Effective Time, the Board of Directors shall constitute a Legacy South State Directors Nominating Committee, which shall be comprised of all of the Legacy South State Directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the Designated Exchange. At the end of the Specified Period, the Legacy South State Directors Nominating Committee shall be automatically disbanded. (f) Notwithstanding anything to the contrary in these Bylaws, during the Specified Period, no committee (including, for the avoidance of doubt, the Executive Committee, to the extent an Executive Committee is in existence) shall be permitted to take any action, and the Board shall not delegate to any committee the power to take any action, that, if taken by the Board of Directors, would require the affirmative vote of at least seventy-five (75%) of the Entire Board of Directors pursuant to this Article X.

Composition of Committees. (a) Without limiting Article II, Section 7 of these BylawsDuring the Specified Period, the Board of Directors shall have and maintain as standing committees an Executive Management Compensation and Succession Committee, an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee (which, during the Specified Period, shall consist of have two subcommittees, the Legacy South State CrossFirst Directors Nominating Committee and the Legacy CenterState First Busey Directors Nominating Committee, which shall be solely responsible for nominating and electing Legacy CrossFirst Directors and First Busey Legacy Directors, respectively, as set forth in these By-Laws) and a an Enterprise Risk Committee. (b) The During the Specified Period, the Board of Directors may by resolution (which, during the Specified Period, which shall require the affirmative vote of at least seventy-five (75%) a majority of the Entire Board of Directors) establish any committees not expressly contemplated by these Bylaws By-Laws composed of directors as they may determine to be necessary or appropriate for the conduct of business of the Corporation corporation and may prescribe the composition, duties and procedures thereof, subject to Section 10.4 (c) below. (c) During the Specified Period, each committee of the Board shall have at least one (1) Legacy CrossFirst Director, provided that, if any such committee shall have five (5) or more members, such committee shall have at least two (2) Legacy CrossFirst Directors and; provided further, that each of Directors (other than the Legacy South State Directors Nominating and Corporate Governance Committee and the Legacy CenterState Directors Nominating Committee) Executive Management Compensation and Succession Committee shall (a) have at least four five (45) members and, members. (bd) be composed of fifty percent (50%) Legacy South State Directors and fifty percent (50%) Legacy CenterState Directors (subject to compliance with any independence requirements, and any other requirements, for membership on the applicable committee under the rules of the Designated Exchange). During the Specified Period, the chairman of Board shall have and maintain the Audit Committee and Risk Committee shall be a Legacy South State Director and the chairman of the Nominating Committee and Compensation Committee shall be a Legacy CenterState Director (subject to compliance with any independence requirements, and any other requirements, for membership on the applicable committee under the rules of the Designated Exchange). At any time during the Specified Period in which an Executive Committee is in existence, the chairman of the Executive Committee shall be Mx. Xxxxxx X. Hill, Jr. and Mx. Xxxx X. Corbett shall serve as a member of the Executive Committee. (d) As of the Effective Time, the Board of Directors shall constitute a Legacy CenterState CrossFirst Directors Nominating Committee, which shall be comprised of all of the Legacy CenterState Directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the Designated Exchange. At the end of the Specified Period, the Legacy CenterState CrossFirst Directors Nominating Committee shall be automatically disbanded. (e) As of During the Effective TimeSpecified Period, the Board of Directors shall constitute have and maintain a Legacy South State First Busey Directors Nominating Committee, which shall be comprised of all of the Legacy South State Directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the Designated Exchange. At the end of the Specified Period, the Legacy South State First Busey Directors Nominating Committee shall be automatically disbanded. (f) Notwithstanding anything to the contrary in these Bylaws, during the Specified Period, no committee (including, for the avoidance of doubt, the Executive Committee, to the extent an Executive Committee is in existence) shall be permitted to take any action, and the Board shall not delegate to any committee the power to take any action, that, if taken by the Board of Directors, would require the affirmative vote of at least seventy-five (75%) of the Entire Board of Directors pursuant to this Article X.