Common use of Executive Committee of the Board Clause in Contracts

Executive Committee of the Board. (a) As of the Completion of the IPO, the Board of Directors shall have established an executive committee that, at all times prior to the one-year anniversary of the Less Than Majority Holder Date, shall consist of (i) the CEO, (ii) one Independent Director who is not a NAB Independent Director and (iii) two NAB Directors, one of whom shall be designated by NAB as an alternate and who shall be considered a member of the Executive Committee of the Board only at such times as the other NAB Director is unable to attend a meeting or cast a vote. (b) Until the earlier of (i) the Non-Control Date and (ii) the one-year anniversary of the Less Than Majority Holder Date, the executive committee shall only act with the consent or approval of a majority of the members of the committee, which majority must include the consent or approval of a NAB Director. (c) Each NAB Director that is a member of the executive committee shall be available to the other committee members on short notice (generally meaning within 24 hours of any communication being sent), or shall provide for the alternate NAB Director or for a delegate (who shall also be a NAB Director) to be available within such a time period. (d) The executive committee shall have such responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time; provided, however, that until the Non-Control Date, the executive committee shall report promptly to the Board of Directors any actions it has taken.

Executive Committee of the Board. (a) As of the Completion of the IPO, the Board of Directors shall have established an executive committee that, at all times prior to the one-year anniversary of the Less Than Majority Holder Date, shall consist of consisting of: (i) the The CEO, (ii) one One Independent Director who is not a NAB Independent Director and Group Director; and (iii) two NAB Group Directors, one of whom shall be designated by NAB ING Group as an alternate and who (which alternate shall be considered a member of the Executive Committee of the Board only at such times as when the other NAB Group Director is unable to attend a meeting or cast a vote). (b) Following the First Threshold Date, the two Group Directors may be replaced by one or more Directors, as determined by the Board of Directors. (c) Until the earlier of (i) the Non-Control Date and (ii) the one-year anniversary of the Less Than Majority Holder Date, the executive committee shall only act with the consent or approval of a majority of the members of the committee, which majority must include the consent or approval of a NAB Group Director. (cd) Each NAB At any time that a Group Director that is a member of the executive committee Executive Committee, such Group Director shall be available to the other committee members on short notice (generally meaning within 24 hours of any communication being sent), or shall provide for the alternate NAB Group Director or for a delegate (who shall also be a NAB Group Director) to be available within such a time period. (de) The executive committee shall have such responsibilities and authority, not inconsistent with this Agreement, authority as shall be delegated to it by the Board of Directors from time to time; provided, however, that until the Non-Control Third Threshold Date, the executive committee shall report promptly to the Board of Directors any actions or decisions it has takentaken in reliance on its delegated authority.

Executive Committee of the Board. (a) As of the Completion of the IPO, the Board of Directors shall have established an executive committee that, at all times prior to the one-year anniversary of the Less Than Majority Holder Date, shall consist of (i) the CEO, (ii) one Independent Director who is not a NAB Independent Director and (iii) two NAB Directors, one of whom shall be designated by NAB as an alternate and who shall be considered a member of the Executive Committee of the Board only at such times as the other NAB Director is unable to attend a meeting or cast a vote. (b) Until the earlier of (i) the Non-Control Date and (ii) the one-year anniversary of the Less Than Majority Holder Date, the executive committee shall only act with the consent or approval of a majority of the members of the committee, which majority must include the consent or approval of a NAB Director. (c) Each NAB Director that is a member of the executive committee shall be available to the other committee members on short notice (generally meaning within 24 hours of any communication being sent), or shall provide for the alternate NAB Director or for a delegate (who shall also be a NAB Director) to be available within such a time period. (d) The executive committee shall have such responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time; provided, however, that until the Non-Control Date, the executive committee shall report promptly to the Board of Directors any actions it has taken.