Common use of Continuing Board Representation Clause in Contracts

Continuing Board Representation. (a) Except as otherwise expressly provided by the provisions of this Article II, the Company agrees that, during the term of this Agreement, it will not take or recommend to its shareholders any action that would cause the Board of Directors to consist of any number of directors other than thirteen (13) directors; provided, however, that the Company may increase the number of directors on the Board of Directors (i) in connection with the consummation of business combination transactions wherein the Company has agreed to increase the size of the Board of Directors or (ii) with the consent of Holdings, which will not be unreasonably withheld; and provided further, that the Company may reduce the number of directors on the Board of Directors in the event of the death, resignation or removal of any director pursuant to the Company's Bylaws or this Agreement (unless such death, resignation or removal relates to the Holdings Designee and Holdings has the right under this Article II to designate a replacement). (b) Subject to the provisions of Sections 2.2(a), 2.2(c) and 2.5 hereof regarding reductions in the size of the Board of Directors and any required resignation of the Holdings Designee, during the term of this Agreement the Company will nominate and recommend the Holdings Directors for election in the applicable year in which their respective Class terms expire; provided that, if any such Holdings Director is not elected by the shareholders of the Company, the Company shall have no further obligations under this Section 2.2(b) for the applicable year; and provided further that the Company shall be under no obligation to nominate or recommend for election the Holdings Designee to the Board of Directors unless and until it has received from such director an executed letter agreement regarding resignation in the form attached to this Agreement as Exhibit A. Any person designated by Holdings to be a Holdings Designee shall be reasonably acceptable to the Continuing Directors, and, if found unacceptable by the Continuing Directors (i) the Company shall not be obligated to appoint or recommend for election any such person to the Board of Directors and (ii) Holdings shall be entitled to designate a replacement that is reasonably acceptable to the Continuing Directors. (c) The Company shall have no obligation to nominate or recommend a Holdings Director for election to the Board of Directors after the termination of this Agreement pursuant to Article VI hereof or upon the occurrence of the following events: (i) With respect to the Holdings Designee, upon the earlier of (x) the date when the Holdings Ownership Percentage is less than ten percent (10%), or (y) subject to the right of Holdings to designate a replacement Holdings Designee pursuant to Section 2.7 hereof, his death, disability or attainment of the age of seventy (70) years; or (ii) With respect to Robert W. Fiondella, upon the earlier of his death, disabilitx xx xxxxxxxxxx xx the age of seventy (70) years; or (iii) With respect to each of the Holdings Directors, upon a final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliates.

Continuing Board Representation. (a) Except As long as otherwise expressly provided by the provisions Holders, in the aggregate, own Stockholder Shares constituting at least 20% of this Article IIthe outstanding Company Common Stock, the parties hereto shall exercise all authority under applicable law to cause any slate of Directors presented to the stockholders of the Company agrees that, during the term of this Agreement, it will not take or recommend for election to its shareholders any action that would cause the Board of Directors to consist of any number such nominees that, if elected, would result in a Board that included two, and only two, individuals designated by the Stockholder, at least one of directors other than thirteen (13) directors; provided, however, that the Company may increase the number of directors on the Board of Directors (i) in connection with the consummation of business combination transactions wherein the Company has agreed to increase the size of the Board of Directors or (ii) with the consent of Holdings, which whom will not be unreasonably withheld; and provided further, that the Company may reduce the number of directors on the Board of Directors in the event of the death, resignation or removal of any director pursuant to the Company's Bylaws or this Agreement (unless such death, resignation or removal relates to the Holdings Designee and Holdings has the right under this Article II to designate a replacement)an Independent Director. (b) Subject As long as the Holders, in the aggregate, own Stockholder Shares constituting at least 10% but less than 20% of the outstanding Company Common Stock, the parties hereto shall exercise all authority under applicable law to cause any slate of Directors presented to the provisions of Sections 2.2(a), 2.2(c) and 2.5 hereof regarding reductions in the size stockholders of the Board of Directors and any required resignation of the Holdings Designee, during the term of this Agreement the Company will nominate and recommend the Holdings Directors for election in to the applicable year in which their respective Class terms expire; provided Board to consist of such nominees that, if any such Holdings Director elected, would result in a Board that included one, and only one, individual designated by the Stockholder. Such individual to be designated by the Stockholder is not elected by required to be an Independent Director. (c) If the shareholders Holders, in the aggregate, own Stockholder Shares constituting less than 10% of the Companyoutstanding Company Common Stock, the Company shall have no further obligations under obligation pursuant to this Section 2.2(b) for Agreement to cause any slate of Directors presented to the applicable year; and provided further that stockholders of the Company shall be under no obligation to nominate or recommend for election the Holdings Designee to the Board to include any nominee designated by the Stockholder. (d) As long as the Stockholder has the right, pursuant to Section 2.02(a), to designate two Directors, to the extent possible, the Stockholder Directors shall be elected to different classes. Initially, Xxxx X. Xxxxxx will be elected to the class of Directors unless which will be up for reelection in 2000, and until it has received from such director an executed letter agreement regarding resignation Xxxxxxx X. Xxxxx will be elected to the class of Directors which will be up for reelection in 2001. (e) As long as the Holders, in the form attached aggregate, own Stockholder Shares constituting at least 20% of the outstanding Company Common Stock, the Board shall not consist of more than ten Directors unless the Stockholder is given an opportunity to this Agreement as Exhibit A. Any person designated by Holdings to be a Holdings Designee shall be reasonably acceptable designate one additional Independent Director to the Continuing Directors, and, if found unacceptable by the Continuing Directors (i) Board; provided that the Company shall not be obligated to appoint or recommend for election any offer such person opportunity to the Stockholder if (i) United Kingdom generally accepted accounting principles and practices as in effect at the time of determination do not require the Stockholder to have an additional Director on the Board of Directors and to maintain equity accounting for its interest in the Company or (ii) Holdings shall be entitled to designate a replacement that is reasonably acceptable to at any time between the Continuing Directors. (c) The Company shall have no obligation to nominate or recommend a Holdings Director for election to the Board of Directors after the termination date of this Agreement pursuant and the time of determination, the Stockholder and its Affiliates have ceased to Article VI hereof or upon the occurrence own Stockholder Shares constituting at least 20% of the following events: (i) With respect to the Holdings Designee, upon the earlier of (x) the date when the Holdings Ownership Percentage is less than ten percent (10%), or (y) subject to the right of Holdings to designate a replacement Holdings Designee pursuant to Section 2.7 hereof, his death, disability or attainment of the age of seventy (70) years; or (ii) With respect to Robert W. Fiondella, upon the earlier of his death, disabilitx xx xxxxxxxxxx xx the age of seventy (70) years; or (iii) With respect to each of the Holdings Directors, upon a final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliatesoutstanding Company Common Stock.

Continuing Board Representation. Until such time as the Original Stockholders no longer beneficially own shares representing in the aggregate at least 10% of the outstanding shares of Company Common Stock or 25% of the Original Stockholders initial holdings, if less, the Company covenants and agrees as follows: (a) Except except as contemplated by this Agreement, as otherwise expressly provided agreed to by the provisions of this Article IIStockholders, or required by applicable law or NASD rules, the Company agrees that, during the term of this Agreement, it will shall not take or recommend to its shareholders stockholders any action which would result in any amendment to the ByLaws of the Company in effect on the date hereof that would impose any qualifications to the eligibility of directors of the Company to serve on any committee of the Board of Directors; (b) the Company shall use its best efforts to cause the Nominating Committee of the Board of Directors (the "Nominating Committee") (or if the Nominating Committee makes no such recommendation, the Board of Directors) to consist of any number of directors other than thirteen (13) directorsrecommend R. Xxxxx Xxxxxx for election as a director; provided, however, that the Company may increase the number of directors on the Board of Directors (i) in connection with the consummation of business combination transactions wherein the Company has agreed to increase the size of the Board of Directors or (ii) with the consent of Holdingsif despite such best efforts, which will not be unreasonably withheld; and provided further, that the Company may reduce the number of directors on the Board of Directors in the event of the death, resignation or removal of any director pursuant to the Company's Bylaws or this Agreement (unless such death, resignation or removal relates to the Holdings Designee and Holdings has the right under this Article II to designate a replacement). (b) Subject to the provisions of Sections 2.2(a), 2.2(c) and 2.5 hereof regarding reductions in the size of the Board of Directors and any required resignation of the Holdings Designee, during the term of this Agreement the Company will nominate and recommend the Holdings Directors for election in the applicable year in which their respective Class terms expire; provided that, if any such Holdings Director Xx. Xxxxxx is not elected by the shareholders stockholders of the Company, the Company shall have no further obligations under this Section 2.2(b6.02(b) for the applicable year. (c) Articles and By-laws; and provided further that Fiduciary Duties. The obligations of the Company shall be under no obligation set forth in this Section 6.02 are subject to nominate or recommend for election compliance with the Holdings Designee to provisions of the Board Company's Articles of Directors unless Incorporation and until it has received from such director an executed letter agreement regarding resignation in the form attached to this Agreement as Exhibit A. Any person designated by Holdings to be a Holdings Designee shall be reasonably acceptable to Company's By-laws, and the Continuing Directors, and, if found unacceptable by the Continuing Directors (i) the Company shall not be obligated to appoint or recommend for election any such person to fiduciary duties of the Board of Directors and (ii) Holdings shall be entitled to designate a replacement that is reasonably acceptable the Nominating Committee to the Continuing DirectorsCompany's stockholders. (cd) The Company No Duty to Designate; Reduction of Board Representation. Nothing contained in this Section 6.02 shall have no obligation to nominate or recommend a Holdings Director for election to be construed as requiring the Board of Directors after the termination of this Agreement pursuant to Article VI hereof or upon the occurrence of the following events: (i) With respect to the Holdings Designee, upon the earlier of (x) the date when the Holdings Ownership Percentage is less than ten percent (10%), or (y) subject to the right of Holdings Original Stockholders to designate a replacement Holdings Designee pursuant any directors or, once designated and elected, to Section 2.7 hereof, his death, disability or attainment of the age of seventy (70) years; or (ii) With respect require any director to Robert W. Fiondella, upon the earlier of his death, disabilitx xx xxxxxxxxxx xx the age of seventy (70) years; or (iii) With respect continue to each of the Holdings Directors, upon a final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliatesserve in office if such director elects to resign.

Continuing Board Representation. (a) Except as otherwise expressly provided by the provisions of this Article II, the Company agrees that, during the term of this Agreement, it will not take or recommend to its shareholders any action that would cause the Board of Directors to consist of any number of directors other than thirteen (13) directors; providedPROVIDED, however, that the Company may increase the number of directors on the Board of Directors (i) in connection with the consummation of business combination transactions wherein the Company has agreed to increase the size of the Board of Directors or (ii) with the consent of Holdings, which will not be unreasonably withheld; and provided PROVIDED further, that the Company may reduce the number of directors on the Board of Directors in the event of the death, resignation or removal of any director pursuant to the Company's Bylaws or this Agreement (unless such death, resignation or removal relates to the Holdings Designee and Holdings has the right under this Article II to designate a replacement). (b) Subject to the provisions of Sections 2.2(a), 2.2(c) and 2.5 hereof regarding reductions in the size of the Board of Directors and any required resignation of the Holdings Designee, during the term of this Agreement the Company will nominate and recommend the Holdings Directors for election in the applicable year in which their respective Class terms expire; provided PROVIDED that, if any such Holdings Director is not elected by the shareholders of the Company, the Company shall have no further obligations under this Section 2.2(b) for the applicable year; and provided PROVIDED further that the Company shall be under no obligation to nominate or recommend for election the Holdings Designee to the Board of Directors unless and until it has received from such director an executed letter agreement regarding resignation in the form attached to this Agreement as Exhibit A. Any person designated by Holdings to be a Holdings Designee shall be reasonably acceptable to the Continuing Directors, and, if found unacceptable by the Continuing Directors (i) the Company shall not be obligated to appoint or recommend for election any such person to the Board of Directors and (ii) Holdings shall be entitled to designate a replacement that is reasonably acceptable to the Continuing Directors. (c) The Company shall have no obligation to nominate or recommend a Holdings Director for election to the Board of Directors after the termination of this Agreement pursuant to Article VI hereof or upon the occurrence of the following events: (i) With respect to the Holdings Designee, upon the earlier of (x) the date when the Holdings Ownership Percentage is less than ten percent (10%), or (y) subject to the right of Holdings to designate a replacement Holdings Designee pursuant to Section 2.7 hereof, his death, disability or attainment of the age of seventy (70) years; or (ii) With respect to Robert W. Fiondella, upon the earlier of his death, disabilitx disabilxxx xx xxxxxxxxxx xx xf the age of seventy (70) years; or (iii) With respect to each of the Holdings Directors, upon a final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliates.

Continuing Board Representation. (a) Except As long as otherwise expressly provided by the provisions Holders, in the aggregate, own Stockholder Shares constituting at least 20% of this Article IIthe outstanding Company Common Stock, the parties hereto shall exercise all authority under applicable law to cause any slate of Directors presented to the stockholders of the Company agrees that, during the term of this Agreement, it will not take or recommend for election to its shareholders any action that would cause the Board of Directors to consist of any number such nominees that, if elected, would result in a Board that included two, and only two, individuals designated by the Stockholder, at least one of directors other than thirteen (13) directors; provided, however, that the Company may increase the number of directors on the Board of Directors (i) in connection with the consummation of business combination transactions wherein the Company has agreed to increase the size of the Board of Directors or (ii) with the consent of Holdings, which whom will not be unreasonably withheld; and provided further, that the Company may reduce the number of directors on the Board of Directors in the event of the death, resignation or removal of any director pursuant to the Company's Bylaws or this Agreement (unless such death, resignation or removal relates to the Holdings Designee and Holdings has the right under this Article II to designate a replacement)an Independent Director. (b) Subject As long as the Holders, in the aggregate, own Stockholder Shares constituting at least 10% but less than 20% of the outstanding Company Common Stock, the parties hereto shall exercise all authority under applicable law to cause any slate of Directors presented to the provisions of Sections 2.2(a), 2.2(c) and 2.5 hereof regarding reductions in the size stockholders of the Board of Directors and any required resignation of the Holdings Designee, during the term of this Agreement the Company will nominate and recommend the Holdings Directors for election in to the applicable year in which their respective Class terms expire; provided Board to consist of such nominees that, if any such Holdings Director elected, would result in a Board that included one, and only one, individual designated by the Stockholder. Such individual to be designated by the Stockholder is not elected by required to be an Independent Director. (c) If the shareholders Holders, in the aggregate, own Stockholder Shares constituting less than 10% of the Companyoutstanding Company Common Stock, the Company shall have no further obligations under obligation pursuant to this Section 2.2(b) for Agreement to cause any slate of Directors presented to the applicable year; and provided further that stockholders of the Company shall be under no obligation to nominate or recommend for election the Holdings Designee to the Board to include any nominee designated by the Stockholder. (d) As long as the Stockholder has the right, pursuant to Section 2.02(a), to designate two Directors, to the extent possible, the Stockholder Directors shall be elected to different classes. Initially, Xxxx X. Xxxxxx will be elected to the class of Directors unless which will be up for reelection in 2000, and until it has received from such director an executed letter agreement regarding resignation Xxxxxxx X. Xxxxx will be elected to the class of Directors which will be up for reelection in 2001. (e) As long as the Holders, in the form attached aggregate, own Stockholder Shares constituting at least 20% of the outstanding Company Common Stock, the Board shall not consist of more than ten Directors UNLESS the Stockholder is given an opportunity to this Agreement as Exhibit A. Any person designated by Holdings to be a Holdings Designee shall be reasonably acceptable designate one additional Independent Director to the Continuing Directors, and, if found unacceptable by the Continuing Directors (i) Board; PROVIDED that the Company shall not be obligated to appoint or recommend for election any offer such person opportunity to the Stockholder if (i) United Kingdom generally accepted accounting principles and practices as in effect at the time of determination do not require the Stockholder to have an additional Director on the Board of Directors and to maintain equity accounting for its interest in the Company or (ii) Holdings shall be entitled to designate a replacement that is reasonably acceptable to at any time between the Continuing Directors. (c) The Company shall have no obligation to nominate or recommend a Holdings Director for election to the Board of Directors after the termination date of this Agreement pursuant and the time of determination, the Stockholder and its Affiliates have ceased to Article VI hereof or upon the occurrence own Stockholder Shares constituting at least 20% of the following events: (i) With respect to the Holdings Designee, upon the earlier of (x) the date when the Holdings Ownership Percentage is less than ten percent (10%), or (y) subject to the right of Holdings to designate a replacement Holdings Designee pursuant to Section 2.7 hereof, his death, disability or attainment of the age of seventy (70) years; or (ii) With respect to Robert W. Fiondella, upon the earlier of his death, disabilitx xx xxxxxxxxxx xx the age of seventy (70) years; or (iii) With respect to each of the Holdings Directors, upon a final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliatesoutstanding Company Common Stock.

Continuing Board Representation. (a) Except As long as otherwise expressly provided the Investor owns Shares constituting at least 10% of the outstanding Common Stock (the “Minimum Threshold”), the parties hereto shall exercise all authority under applicable Law to cause any slate of Directors presented by the provisions Company to the stockholders of this Article II, the Company agrees that, during the term of this Agreement, it will not take or recommend for election to its shareholders any action that would cause the Board of Directors to consist of any number of directors other than thirteen (13) directors; providedsuch nominees that, howeverif elected, would result in a Board that included one, and only one, individual designated by the Company may increase the number of directors on the Board of Directors (i) in connection with the consummation of business combination transactions wherein the Company has agreed to increase the size of the Board of Directors or (ii) with the consent of Holdings, which will not be unreasonably withheld; and provided further, that the Company may reduce the number of directors on the Board of Directors in the event of the death, resignation or removal of any director pursuant to the Company's Bylaws or this Agreement (unless such death, resignation or removal relates to the Holdings Designee and Holdings has the right under this Article II to designate a replacement)Investor. (b) Subject to If the provisions of Sections 2.2(a), 2.2(c) and 2.5 hereof regarding reductions in Investor’s ownership percentage falls below the size of the Board of Directors and any required resignation of the Holdings Designee, during the term of this Agreement the Company will nominate and recommend the Holdings Directors for election in the applicable year in which their respective Class terms expire; provided that, if any such Holdings Director is not elected by the shareholders of the CompanyMinimum Threshold, the Company shall have no further obligations under obligation pursuant to this Section 2.2(b) for Agreement to cause any slate of Directors presented to the applicable year; and provided further that stockholders of the Company shall be under no obligation to nominate or recommend for election the Holdings Designee to the Board of Directors unless and until it has received from such director an executed letter agreement regarding resignation in the form attached to this Agreement as Exhibit A. Any person include any nominee designated by Holdings to be a Holdings Designee shall be reasonably acceptable to the Continuing Directors, and, if found unacceptable by the Continuing Directors (i) the Company shall not be obligated to appoint or recommend for election any such person to the Board of Directors and (ii) Holdings shall be entitled to designate a replacement that is reasonably acceptable to the Continuing DirectorsInvestor. (c) If the Investor’s ownership percentage falls below the Minimum Threshold, upon the Company’s written request, the Investor shall use its best efforts to cause the Investor Director to promptly, and in any event within five days of receipt of such request from the Company, deliver an irrevocable letter of resignation to the Company setting forth his or her resignation from the Board, effective as of the date of such letter. (d) If, at any time after the twelve-month anniversary of the Closing Date, the Investor owns Shares constituting at least 15% of the outstanding Common Stock (the “Additional Director Threshold”), the Company shall reasonably consider any individual proposed by the Investor to fill a vacancy that may exist from time to time on the Board. The Company shall have no obligation to nominate or recommend a Holdings Director for election may, in its reasonable discretion, appoint such individual to the Board to fill such vacancy (any individual appointed pursuant to this Section 5.10(d), together with any individual nominated as a replacement or successor pursuant to the terms of this Agreement, the “Additional Director”) and classify the Additional Director as a member of such class of Directors after as the termination Company deems appropriate at the time of this Agreement pursuant to Article VI hereof or upon such appointment (the occurrence “Additional Director Class”). Following the appointment of the following events: (i) With respect Additional Director, so long as the Investor owns Shares in excess of the Additional Director Threshold, the parties shall exercise all authority under applicable Law to cause any slate of Directors for the Additional Director Class to include the Additional Director. If such Additional Director is elected to the Holdings DesigneeBoard, and the Investor’s ownership percentage falls below the Additional Director Threshold, upon the earlier Company’s written request, the Investor shall use its best efforts to cause the Additional Director to promptly, and in any event within five days of (x) receipt of such request from the Company, deliver an irrevocable letter of resignation to the Company setting forth his or her resignation from the Board, effective as of the date when the Holdings Ownership Percentage is less than ten percent (10%), or (y) subject to the right of Holdings to designate a replacement Holdings Designee pursuant to Section 2.7 hereof, his death, disability or attainment of the age of seventy (70) years; or (ii) With respect to Robert W. Fiondella, upon the earlier of his death, disabilitx xx xxxxxxxxxx xx the age of seventy (70) years; or (iii) With respect to each of the Holdings Directors, upon a final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliatessuch letter.

Continuing Board Representation. (a) Except For so long as otherwise expressly provided by members of the provisions of this Article IIKPC Affiliated Group own, in the Company agrees thataggregate, during the term of this Agreementat least four percent (4%), it will not take or recommend to its shareholders any action that would cause the Board of Directors to consist of any number of directors other than thirteen (13) directors; provided, however, that the Company may increase the number of directors on the Board of Directors (i) in connection with the consummation of business combination transactions wherein the Company has agreed to increase the size of the Board voting power of Directors Outstanding Voting Stock, or (ii) with of all the consent Outstanding Ordinary Shares, SFIC shall, subject to Section 3.5, the next succeeding sentence of Holdingsthis Section 3.2(a) and the Companies Law (2001 Second Revision) of the Cayman Islands, which will not be unreasonably withheld; and provided furtherexercise all authority under applicable law to cause any slate of Directors presented to the shareholders of SFIC for election to the Board to consist of such nominees that, if elected, would result in a Board that includes KPC Designees such that, after giving effect to the Company may reduce election of such KPC Designees to the Board, the number of directors KPC Designees then serving as Directors shall equal the product (rounded up to the nearest whole number) of (i) the total number of Directors constituting the whole Board, multiplied by (ii) the KPC Ownership Percentage on the Board date such slate of Directors is presented to the shareholders of SFIC. As used herein, the "KPC Ownership Percentage" means, (i) as of any date on and after the date any member of the KPC Affiliated Group has sold or otherwise disposed of any Outstanding Voting Stock (the "Disposition Date") the percentage of the voting power of all Outstanding Voting Stock represented by shares of Outstanding Voting Stock which are owned by members of the KPC Affiliated Group on such date, which shares were also owned on the date of the Merger Agreement by members of the KPC Affiliated Group, and (ii) as of any date prior to the Disposition Date, the percentage of the voting power of all Outstanding Voting Stock immediately following the Effective Time represented by shares of Outstanding Voting Stock which are owned by members of the KPC Affiliated Group on such date, which shares were also owned immediately following the Effective Time by members of the KPC Affiliated Group. Notwithstanding anything to the contrary in the event of the deathforegoing, resignation or removal of any director pursuant to the Company's Bylaws or this Agreement (unless such deathit is understood and agreed that, resignation or removal relates to the Holdings Designee and as long as SFIC Holdings has the right under pursuant to the first sentence of this Article II Section 3.2(a) to designate a replacement)Director, the number of KPC Designees entitled to be nominated for election to the Board pursuant to the first sentence of this Section 3.2(a) shall be not less than (i) three until such time as the KPC Ownership Percentage is reduced to less than 12.5% and equal to or greater than 7.5%, at which time the number of KPC Designees entitled to be so nominated shall be reduced from three to two, (ii) two until such time as the KPC Ownership Percentage is reduced to less than 7.5% and equal to or greater than 4%, at which time the number of KPC Designees entitled to be so nominated shall be reduced from two to one and (iii) one until such time as the KPC Ownership Percentage is reduced to less than 4%, at which time no KPC Designees shall be entitled to be nominated. (b) Subject As long as SFIC Holdings has the right, pursuant to Section 3.2(a), to designate more than one Director, to the provisions of Sections 2.2(a)extent possible, 2.2(c) and 2.5 hereof regarding reductions in the size of the Board of Directors and any required resignation of the Holdings Designee, during the term of this Agreement the Company will nominate and recommend the Holdings Directors for election in the applicable year in which their respective Class terms expire; provided that, if any such Holdings Director is not elected by the shareholders of the Company, the Company shall have no further obligations under this Section 2.2(b) for the applicable year; and provided further that the Company shall be under no obligation to nominate or recommend for election the Holdings Designee to the Board of Directors unless and until it has received from such director an executed letter agreement regarding resignation in the form attached to this Agreement as Exhibit A. Any person designated by Holdings to be a Holdings each KPC Designee shall be reasonably acceptable elected or designated to the Continuing Directors, and, if found unacceptable by the Continuing Directors (i) the Company shall not be obligated to appoint or recommend for election any such person to the Board of Directors and (ii) Holdings shall be entitled to designate a replacement that is reasonably acceptable to the Continuing Directorsdifferent classes. (c) The Company shall have no obligation to nominate or recommend a Holdings Director for election to the Board of Directors after the termination of this Agreement pursuant to Article VI hereof or upon the occurrence of the following events: (i) With respect to the Holdings Designee, upon the earlier of (x) the date when the Holdings Ownership Percentage is less than ten percent (10%), or (y) subject to the right of Holdings to designate a replacement Holdings Designee pursuant to Section 2.7 hereof, his death, disability or attainment of the age of seventy (70) years; or (ii) With respect to Robert W. Fiondella, upon the earlier of his death, disabilitx xx xxxxxxxxxx xx the age of seventy (70) years; or (iii) With respect to each of the Holdings Directors, upon a final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliates.

Continuing Board Representation. (a) Except as otherwise expressly provided by the provisions of this Article II, the Company agrees that, during the term of this Agreement, it will not take or recommend to its shareholders any action that would cause the Board of Directors to consist of any number of directors other than thirteen (13) directors; provided, however, that the Company may increase the number of directors on the Board of Directors (i) in connection with the consummation of business combination transactions wherein the Company has agreed to increase the size of the Board of Directors or (ii) with the consent of Holdings, which will not be unreasonably withheld; and provided further, that the Company may reduce the number of directors on the Board of Directors in the event of the death, resignation or removal of any director pursuant to the Company's Bylaws or this Agreement (unless such death, resignation or removal relates to the Holdings Designee and Holdings has the right under this Article II to designate a replacement). (b) Subject to the provisions of Sections 2.2(a), 2.2(c) and 2.5 hereof regarding reductions in the size of the Board of Directors and any required resignation of the Holdings Designee, during the term of this Agreement the Company will nominate and recommend the Holdings Directors for election in the applicable year in which their respective Class terms expire; provided that, if any such Holdings Director is not elected by the shareholders of the Company, the Company shall have no further obligations under this Section 2.2(b) for the applicable year; and provided further that the Company shall be under no obligation to nominate or recommend for election the Holdings Designee to the Board of Directors unless and until it has received from such director an executed letter agreement regarding resignation in the form attached to this Agreement as Exhibit A. Any person designated by Holdings to be a Holdings Designee shall be reasonably acceptable to the Continuing Directors, and, if found unacceptable by the Continuing Directors (i) the Company shall not be obligated to appoint or recommend for election any such person to the Board of Directors and (ii) Holdings shall be entitled to designate a replacement that is reasonably acceptable to the Continuing Directors. (c) The Company shall have no obligation to nominate or recommend a Holdings Director for election to the Board of Directors after the termination of this Agreement pursuant to Article VI hereof or upon the occurrence of the following events: (i) With respect to the Holdings Designee, upon the earlier of (x) the date when the Holdings Ownership Percentage is less than ten percent (10%), or (y) subject to the right of Holdings to designate a replacement Holdings Designee pursuant to Section 2.7 hereof, his death, disability or attainment of the age of seventy (70) years; or (ii) With respect to Robert W. FiondellaXxxxxx X. Xxxxxxxxx, upon the earlier of his death, disabilitx xx xxxxxxxxxx xx disability or attainment of the age of seventy (70) years; or (iii) With respect to each of the Holdings Directors, upon a final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliates.

Continuing Board Representation. Until such time as the Original Stockholders no longer beneficially own shares representing in the aggregate at least 10% of the outstanding shares of Company Common Stock or 25% of the Original Stockholders initial holdings, if less, the Company covenants and agrees as follows: (a) Except except as contemplated by this Agreement, as otherwise expressly provided agreed to by the provisions of this Article IIStockholders, or required by applicable law or NASD rules, the Company agrees that, during the term of this Agreement, it will shall not take or recommend to its shareholders stockholders any action which would result in any amendment to the By-Laws of the Company in effect on the date hereof that would impose any qualifications to the eligibility of directors of the Company to serve on any committee of the Board of Directors; (b) the Company shall use its best efforts to cause the Nominating Committee of the Board of Directors (the "Nominating Committee") (or if the Nominating Committee makes no such recommendation, the Board of Directors) to consist of any number of directors other than thirteen (13) directorsrecommend R. Xxxxx Xxxxxx for election as a director; provided, however, that the Company may increase the number of directors on the Board of Directors (i) in connection with the consummation of business combination transactions wherein the Company has agreed to increase the size of the Board of Directors or (ii) with the consent of Holdingsif despite such best efforts, which will not be unreasonably withheld; and provided further, that the Company may reduce the number of directors on the Board of Directors in the event of the death, resignation or removal of any director pursuant to the Company's Bylaws or this Agreement (unless such death, resignation or removal relates to the Holdings Designee and Holdings has the right under this Article II to designate a replacement). (b) Subject to the provisions of Sections 2.2(a), 2.2(c) and 2.5 hereof regarding reductions in the size of the Board of Directors and any required resignation of the Holdings Designee, during the term of this Agreement the Company will nominate and recommend the Holdings Directors for election in the applicable year in which their respective Class terms expire; provided that, if any such Holdings Director Xx. Xxxxxx is not elected by the shareholders stockholders of the Company, the Company shall have no further obligations under this Section 2.2(b6.02(b) for the applicable year. (c) Articles and By-laws; and provided further that Fiduciary Duties. The obligations of the Company shall be under no obligation set forth in this Section 6.02 are subject to nominate or recommend for election compliance with the Holdings Designee to provisions of the Board Company's Articles of Directors unless Incorporation and until it has received from such director an executed letter agreement regarding resignation in the form attached to this Agreement as Exhibit A. Any person designated by Holdings to be a Holdings Designee shall be reasonably acceptable to Company's By-laws, and the Continuing Directors, and, if found unacceptable by the Continuing Directors (i) the Company shall not be obligated to appoint or recommend for election any such person to fiduciary duties of the Board of Directors and (ii) Holdings shall be entitled to designate a replacement that is reasonably acceptable the Nominating Committee to the Continuing DirectorsCompany's stockholders. (cd) The Company No Duty to Designate; Reduction of Board Representation. Nothing contained in this Section 6.02 shall have no obligation to nominate or recommend a Holdings Director for election to be construed as requiring the Board of Directors after the termination of this Agreement pursuant to Article VI hereof or upon the occurrence of the following events: (i) With respect to the Holdings Designee, upon the earlier of (x) the date when the Holdings Ownership Percentage is less than ten percent (10%), or (y) subject to the right of Holdings Original Stockholders to designate a replacement Holdings Designee pursuant any directors or, once designated and elected, to Section 2.7 hereof, his death, disability or attainment of the age of seventy (70) years; or (ii) With respect require any director to Robert W. Fiondella, upon the earlier of his death, disabilitx xx xxxxxxxxxx xx the age of seventy (70) years; or (iii) With respect continue to each of the Holdings Directors, upon a final determination by a court of competent jurisdiction that this Agreement has been breached by PHL, Holdings or their Affiliatesserve in office if such director elects to resign.