Common use of Determinations of and Actions by the Employee Shareholders Committee Clause in Contracts

Determinations of and Actions by the Employee Shareholders Committee. (a) All determinations necessary or advisable under this Agreement with respect to the Covered Persons (including determinations of beneficial ownership and status as a Covered Person) shall be made by the Employee Shareholders Committee, the determinations of which, absent manifest error, shall be final and binding. (b) Each Covered Person recognizes and agrees that the Committee Members in acting hereunder shall at all times be acting in their capacities as Committee Members and not as directors or officers of the Company and in so acting or failing to act shall not have any fiduciary duties to the Covered Persons as a Committee Member by virtue of the fact that one or more of such Committee Members may also be serving as a director or officer of the Company or otherwise. (c) The Employee Shareholders Committee may act at a meeting (in person or telephonically) or by a written instrument signed by the number of Committee Members the consent or approval of which is otherwise required for action. Meetings of the Employee Shareholders Committee may be held at any time or place, whenever called by any Committee Member. Reasonable notice thereof will be given by the Committee Member or Committee Members calling the meeting to the other Committee Members.