Common use of CORPORATE GOVERNANCE AND MANAGEMENT Clause in Contracts

CORPORATE GOVERNANCE AND MANAGEMENT. Board of Directors The Board of Directors of the Reorganized Debtors (the “New Board”) shall consist of five (5) members: (A) the chief executive officer, (B) two individuals designated by Ascribe and (C) two individuals designated by Gates. The composition of the New Board shall fully comply with the standards and rules of the SEC and the New York Stock Exchange or another applicable nationally recognized exchange that apply to boards of public companies. The identities and affiliations of the members of the New Board will be disclosed to the Bankruptcy Court as required by the Bankruptcy Code. Management Prior to the Petition Date, Xxxx X. Xxxxxxxx shall enter into a new employment agreement with the Company on terms mutually acceptable to Xxxx X. Xxxxxxxx and the Supporting Noteholders, which shall be assumed by the Debtors under the Plan. On or after the Effective Date, senior management of the Reorganized Debtors, including a chief financial officer, shall be selected by the Supporting Noteholders and shall enter into management employment agreements on terms that shall be mutually acceptable to such employee and the Supporting Noteholders (the “New Employment Agreements”). The New Employment Agreements shall supersede and replace any existing employment agreements for such employee in effect prior to the Effective Date. Management Incentive Plan On or as soon as reasonably practicable after the Effective Date, a management incentive plan (the “MIP”) shall be adopted by the New Board to provide designated members of senior management of the Reorganized Debtors with equity-based incentive grants (including, without limitation, options and restricted stock units) for twelve and one-half percent (12.5%) of the fully-diluted shares the New Common Stock. MIP awards of equity-based incentives not granted on the Effective Date or shortly thereafter will remain in the MIP reserve pool for future grants. The specific identities of recipients, amounts and timing of MIP grants and other terms and conditions of the MIP will be determined by the New Board. Charter, By-Laws and Organizational Documents All charters, by-laws, limited liability company agreements and other organizational documents of the Reorganized Debtors shall be amended or amended and restated to comply with any applicable provisions of the Bankruptcy Code and as agreed to by the Debtors and the Supporting Noteholders, acting reasonably and in good faith.

CORPORATE GOVERNANCE AND MANAGEMENT. Board of Directors The Board of Directors of the Reorganized Debtors (the “New Board”) shall consist of five (5) members: (A) the chief executive officer, (B) two individuals designated by Ascribe and (C) two individuals designated by Gates. The composition of the New Board shall fully comply with the standards and rules of the SEC and the New York Stock Exchange or another applicable nationally recognized exchange that apply to boards of public companies. The identities and affiliations of the members of the New Board will be disclosed to the Bankruptcy Court as required by the Bankruptcy Code. Management Prior to the Petition Date, Xxxx X. Xxxxxxxx shall enter into a new employment agreement with the Company on terms mutually acceptable to Xxxx X. Xxxxxxxx and the Supporting Noteholders, which shall be assumed by the Debtors under the Plan. On or after the Effective Date, senior management of the Reorganized Debtors, including a chief financial officer, shall be selected by the Supporting Noteholders and shall enter into management employment agreements on terms that shall be mutually acceptable to such employee and the Supporting Noteholders (the “New Employment Agreements”). The New Employment Agreements shall supersede and replace any existing employment agreements for such employee in effect prior to the Effective Date. Management Incentive Plan On or as soon as reasonably practicable after the Effective Date, a management incentive plan (the “MIP”) shall be adopted by the New Board to provide designated members of senior management of the Reorganized Debtors with equity-based incentive grants (including, without limitation, options and restricted stock units) for twelve and one-half percent (12.5%) of the fully-diluted shares the New Common Stock. MIP awards of equity-based incentives not granted on the Effective Date or shortly thereafter will remain in the MIP reserve pool for future grants. The specific identities of recipients, amounts and timing of MIP grants and other terms and conditions of the MIP 5 will be determined by the New Board. Charter, By-Laws and Organizational Documents All charters, by-laws, limited liability company agreements and other organizational documents of the Reorganized Debtors shall be amended or amended and restated to comply with any applicable provisions of the Bankruptcy Code and as agreed to by the Debtors and the Supporting Noteholders, acting reasonably and in good faith.

CORPORATE GOVERNANCE AND MANAGEMENT. Board of Directors The Board of Directors of the Reorganized Debtors (the “New Board”) shall consist of five (5) members: (A) the chief executive officer, (B) two individuals designated by Ascribe and (C) two individuals designated by Gates. The composition of the New Board shall fully comply with the standards and rules of the SEC and the New York Stock Exchange or another applicable nationally recognized exchange that apply to boards of public companies. The identities and affiliations of the members of the New Board will be disclosed to the Bankruptcy Court as required by the Bankruptcy Code. Management Prior to the Petition Date, Xxxx X. Xxxxxxxx shall enter into a new employment agreement with the Company on terms mutually acceptable to Xxxx X. Xxxxxxxx and the Supporting Noteholders, which shall be assumed by the Debtors under the Plan. On or after the Effective Date, new senior management of the Reorganized Debtors, including a chief executive officer and chief financial officer, shall be selected by the Supporting Noteholders and shall enter into management employment agreements on terms that shall be mutually acceptable to such employee and the Supporting Noteholders (the “New Employment Agreements”). The New Employment Agreements shall supersede and replace any existing employment agreements for such employee in effect prior to the Effective Date. Management Incentive Plan On or as soon as reasonably practicable after the Effective Date, a management incentive plan (the “MIP”) shall be adopted by the New Board to provide designated members of senior management of the Reorganized Debtors with equity-based incentive grants (including, without limitation, options and restricted stock units) for twelve and one-half ten percent (12.510%) of the fully-diluted shares the New Common Stock. MIP awards of equity-based incentives not granted on the Effective Date or shortly thereafter will remain in the MIP reserve pool for future grants. The specific identities of recipients, amounts and timing of MIP grants and other terms and conditions of the MIP will be determined by the New Board. Charter, By-Laws and Organizational Documents All charters, by-laws, limited liability company agreements and other organizational documents of the Reorganized Debtors shall be amended or amended and restated to comply with any applicable provisions of the Bankruptcy Code and as agreed to by the Debtors and the Supporting Noteholders, acting reasonably and in good faith.