Common use of Election of Independent Chairman and Independent Directors; Board Representative Clause in Contracts

Election of Independent Chairman and Independent Directors; Board Representative. (a) At or before the Closing, the Company’s Board of Directors will elect as Chairman of the Board a person of national reputation within the banking community who (i) is independent of the Company, the Investors and the Other Investors; (ii) has “banking or related financial management expertise” within the meaning of 12 U.S.C. Section 1831m(g)(1)(C)(i) and 12 C.F.R. Part 363, Appendix A, Section 32; (iii) has served, within the last three years, as the Chief Executive Officer, President, Chief Financial Officer, Chief Risk Officer, Chief Credit Officer or non-executive director of an insured depository institution or insured depository institution holding company of comparable or greater size as FirstBank, and (iv) has significant experience working with United States bank regulatory agencies. Subject to the requirements set forth in Section 5.2(b), if the Company, despite exercising good faith best efforts, is not able to find by the Closing Date a person with the qualifications described in the preceding sentence who is willing to serve as Chairman of the Board, the Company will use its good faith best efforts to identify such a person and cause that person to become Chairman of the Board as promptly as practicable after the Closing. (b) The Company shall cause the Board Representative to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company and to the approval of the Company’s Corporate Governance and Nominating Committee (the “Nominating Committee”) (such approval not to be unreasonably withheld or delayed), to the Board of Directors on the Closing Date, and thereafter, as long as the Investors own in the aggregate at least 25% of the number of shares of Acquired Common Stock acquired by the Investors on the Closing Date (the “Qualifying Ownership Interest ”), the Company will include the Board Representative among the Company’s and its directors’ nominees for election to the Board of Directors at all of the Company’s applicable annual meetings, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company and to the approval of the Nominating Committee (such approval not to be unreasonably withheld or delayed). If the Nominating Committee determines that the Board Representative is not qualified to serve on the Board of Directors of the Company, the Investors will have the right to designate a different Board Representative. If the Investors no longer have a Qualifying Ownership Interest, the Investors shall have no further rights under this Section 4.8 and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause their Board Representative to resign from the Board of Directors as promptly as possible thereafter. The Board of Directors shall cause the Board Representative to be appointed to two committees of the Board as requested by the Board Representative, so long as the Board Representative qualifies to serve on such committees under the applicable rules of the NYSE (or such other market as is the principal market for the Common Stock), the SEC and the Company’s corporate governance guidelines and the charters of such committees. (c) The Company shall use its reasonable best efforts to cause the Board Representative to be elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Board Representative to the same extent as it does for any of its other nominees to the Board of Directors. (d) Subject to Section 4.8(b), upon the death, resignation, retirement, disqualification or removal from office of the Board Representative, the Investors shall, in accordance with Section 4.8(g), have the right to designate the replacement for the Board Representative, which replacement shall satisfy all legal and governance requirements regarding service as a director of the Company. The Board of Directors of the Company shall take all action required to fill the vacancy resulting from the death, resignation, retirement, disqualification or removal of the Board Representative with the designated replacement, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company and to the approval of the Nominating Committee (such approval not to be unreasonably withheld or delayed). If the Nominating Committee determines that the designated replacement Board Representative is not qualified to serve on the Board of Directors of the Company, the Investors will have the right to designate a different replacement Board Representative. After a person becomes a replacement Board Representative, the provisions of this Section 4.8 will apply to that replacement Board Representative to the same extent they apply to predecessor Board Representatives. (e) The Company hereby agrees that, from and after the Closing Date, for so long as the Investors own the Qualifying Ownership Interest, the Company shall, subject to applicable law, invite a person designated by the Investors and reasonably acceptable to the Board of Directors (the “Observer”) to attend meetings of the Board of Directors (including any meetings of committees thereof which the Board Representative is a member) in a nonvoting observer capacity. If the Investors no longer own the Qualifying Interest, the Investors shall have no further rights under this Section 4.8(e). (f) The Board Representative shall be entitled to the same compensation and same indemnification in connection with his or her role as a director as the other members of the Board of Directors, and the Board Representative shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committee thereof, to the same extent as the other members of the Board of Directors. The Company shall notify the Board Representative and the Observer of all regular meetings and special meetings of the Board of Directors and of all regular and special meetings of any committee of the Board of Directors of which the Board Representative is a member. The Company shall provide the Board Representative and Observer with copies of all notices, minutes, consents and other material that it provides to all other members of the Board of Directors concurrently as such materials are provided to the other members. (g) For purposes of this Agreement, “Board Representative” means Xxxxxxx Xxxxxx or such successor as the holders of a majority of the shares of Common Stock held by the Investors shall designate.

Election of Independent Chairman and Independent Directors; Board Representative. (a) At or before the Closing, the Company’s Board of Directors will elect as Chairman of the Board a person of national reputation within the banking community who (i) is independent of the Company, the Investors and the Other Investors; (ii) has “banking or related financial management expertise” within the meaning of 12 U.S.C. Section 1831m(g)(1)(C)(i) and 12 C.F.R. Part 363, Appendix A, Section 32; (iii) has served, within the last three years, as the Chief Executive Officer, President, Chief Financial Officer, Chief Risk Officer, Chief Credit Officer or non-executive director of an insured depository institution or insured depository institution holding company of comparable or greater size as FirstBank, and (iv) has significant experience working with United States bank regulatory agencies. Subject to the requirements set forth in Section 5.2(b), if the Company, despite exercising good faith best efforts, is not able to find by the Closing Date a person with the qualifications described in the preceding sentence who is willing to serve as Chairman of the Board, the Company will use its good faith best efforts to identify such a person and cause that person to become Chairman of the Board as promptly as practicable after the Closing. (b) The Company shall cause the Board Representative to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company and to the approval of the Company’s Corporate Governance and Nominating Committee (the “Nominating Committee”) (such approval not to be unreasonably withheld or delayed), to the Board of Directors on the Closing Date, and thereafter, as long as the Investors own in the aggregate at least 25% of the number of shares of Acquired Common Stock acquired by the Investors on the Closing Date (the “Qualifying Ownership Interest ”“), the Company will include the Board Representative among the Company’s and its directors’ nominees for election to the Board of Directors at all of the Company’s applicable annual meetings, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company and to the approval of the Nominating Committee (such approval not to be unreasonably withheld or delayed). If the Nominating Committee determines that the Board Representative is not qualified to serve on the Board of Directors of the Company, the Investors will have the right to designate a different Board Representative. If the Investors no longer have a Qualifying Ownership Interest, the Investors shall have no further rights under this Section 4.8 and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause their Board Representative to resign from the Board of Directors as promptly as possible thereafter. The Board of Directors shall cause the Board Representative to be appointed to two committees of the Board as requested by the Board Representative, so long as the Board Representative qualifies to serve on such committees under the applicable rules of the NYSE (or such other market as is the principal market for the Common Stock), the SEC and the Company’s corporate governance guidelines and the charters of such committees. (c) The Company shall use its reasonable best efforts to cause the Board Representative to be elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Board Representative to the same extent as it does for any of its other nominees to the Board of Directors. (d) Subject to Section 4.8(b), upon the death, resignation, retirement, disqualification or removal from office of the Board Representative, the Investors shall, in accordance with Section 4.8(g), have the right to designate the replacement for the Board Representative, which replacement shall satisfy all legal and governance requirements regarding service as a director of the Company. The Board of Directors of the Company shall take all action required to fill the vacancy resulting from the death, resignation, retirement, disqualification or removal of the Board Representative with the designated replacement, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company and to the approval of the Nominating Committee (such approval not to be unreasonably withheld or delayed). If the Nominating Committee determines that the designated replacement Board Representative is not qualified to serve on the Board of Directors of the Company, the Investors will have the right to designate a different replacement Board Representative. After a person becomes a replacement Board Representative, the provisions of this Section 4.8 will apply to that replacement Board Representative to the same extent they apply to predecessor Board Representatives. (e) The Company hereby agrees that, from and after the Closing Date, for so long as the Investors own the Qualifying Ownership Interest, the Company shall, subject to applicable law, invite a person designated by the Investors and reasonably acceptable to the Board of Directors (the “Observer”) to attend meetings of the Board of Directors (including any meetings of committees thereof which the Board Representative is a member) in a nonvoting observer capacity. If the Investors no longer own the Qualifying Interest, the Investors shall have no further rights under this Section 4.8(e). (f) The Board Representative shall be entitled to the same compensation and same indemnification in connection with his or her role as a director as the other members of the Board of Directors, and the Board Representative shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committee thereof, to the same extent as the other members of the Board of Directors. The Company shall notify the Board Representative and the Observer of all regular meetings and special meetings of the Board of Directors and of all regular and special meetings of any committee of the Board of Directors of which the Board Representative is a member. The Company shall provide the Board Representative and Observer with copies of all notices, minutes, consents and other material that it provides to all other members of the Board of Directors concurrently as such materials are provided to the other members. (g) For purposes of this Agreement, “Board Representative” means Xxxxxxx Xxxxxx or such successor as the holders of a majority of the shares of Common Stock held by the Investors shall designate.

Election of Independent Chairman and Independent Directors; Board Representative. (a) At or before the Closing, the Company’s Board of Directors will elect as Chairman of the Board a person of national reputation within the banking community who (i) is independent of the Company, the Investors and the Other Investors; (ii) has “banking or related financial management expertise” within the meaning of 12 U.S.C. Section 1831m(g)(1)(C)(i) and 12 C.F.R. Part 363, Appendix A, Section 32; (iii) has served, within the last three years, as the Chief Executive Officer, President, Chief Financial Officer, Chief Risk Officer, Chief Credit Officer or non-executive director of an insured depository institution or insured depository institution holding company of comparable or greater size as FirstBank, and (iv) has significant experience working with United States bank regulatory agencies. Subject to the requirements set forth in Section 5.2(b), if the Company, despite exercising good faith best efforts, is not able to find by the Closing Date a person with the qualifications described in the preceding sentence who is willing to serve as Chairman of the Board, the Company will use its good faith best efforts to identify such a person and cause that person to become Chairman of the Board as promptly as practicable after the Closing. (b) The Company shall cause the Board Representative to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company and to the approval of the Company’s Corporate Governance and Nominating Committee (the “Nominating Committee”) (such approval not to be unreasonably withheld or delayed), to the Board of Directors on the Closing Date, and thereafter, as long as the Investors own in the aggregate at least 25% of the number of shares of Acquired Common Stock acquired by the Investors on the Closing Date (the “Qualifying Ownership Interest ”), the Company will include the Board Representative among the Company’s and its directors’ nominees for election to the Board of Directors at all of the Company’s applicable annual meetings, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company and to the approval of the Nominating Committee (such approval not to be unreasonably withheld or delayed). If the Nominating Committee determines that the Board Representative is not qualified to serve on the Board of Directors of the Company, the Investors will have the right to designate a different Board Representative. If the Investors no longer have a Qualifying Ownership Interest, the Investors shall have no further rights under this Section 4.8 and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause their Board Representative to resign from the Board of Directors as promptly as possible thereafter. The Board of Directors shall cause the Board Representative to be appointed to two committees of the Board as requested by the Board Representative, so long as the Board Representative qualifies to serve on such committees under the applicable rules of the NYSE (or such other market as is the principal market for the Common Stock), the SEC and the Company’s corporate governance guidelines and the charters of such committees. (c) The Company shall use its reasonable best efforts to cause the Board Representative to be elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Board Representative to the same extent as it does for any of its other nominees to the Board of Directors. (d) Subject to Section 4.8(b), upon the death, resignation, retirement, disqualification or removal from office of the Board Representative, the Investors shall, in accordance with Section 4.8(g), have the right to designate the replacement for the Board Representative, which replacement shall satisfy all legal and governance requirements regarding service as a director of the Company. The Board of Directors of the Company shall take all action required to fill the vacancy resulting from the death, resignation, retirement, disqualification or removal of the Board Representative with the designated replacement, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company and to the approval of the Nominating Committee (such approval not to be unreasonably withheld or delayed). If the Nominating Committee determines that the designated replacement Board Representative is not qualified to serve on the Board of Directors of the Company, the Investors will have the right to designate a different replacement Board Representative. After a person becomes a replacement Board Representative, the provisions of this Section 4.8 will apply to that replacement Board Representative to the same extent they apply to predecessor Board Representatives. (e) The Company hereby agrees that, from and after the Closing Date, for so long as the Investors own the Qualifying Ownership Interest, the Company shall, subject to applicable law, invite a person designated by the Investors and reasonably acceptable to the Board of Directors (the “Observer”) to attend meetings of the Board of Directors (including any meetings of committees thereof which the Board Representative is a member) in a nonvoting observer capacity. If the Investors no longer own the Qualifying Interest, the Investors shall have no further rights under this Section 4.8(e). (f) The Board Representative shall be entitled to the same compensation and same indemnification in connection with his or her role as a director as the other members of the Board of Directors, and the Board Representative shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committee thereof, to the same extent as the other members of the Board of Directors. The Company shall notify the Board Representative and the Observer of all regular meetings and special meetings of the Board of Directors and of all regular and special meetings of any committee of the Board of Directors of which the Board Representative is a member. The Company shall provide the Board Representative and Observer with copies of all notices, minutes, consents and other material that it provides to all other members of the Board of Directors concurrently as such materials are provided to the other members. (g) For purposes of this Agreement, “Board Representative” means Xxxxxx X. Xxxxxxx Xxxxxx or such successor as the holders of a majority of the shares of Common Stock held by the Investors shall designate.