Common use of Executive Committee Clause in Contracts

Executive Committee. Until the Principal Rights Termination Date: (a) The composition of the Executive Committee of the Board (the “Executive Committee”) during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, shall be each of the Principals (for so long as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year; (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee and (B) (i) the size of the Executive Committee shall be determined by the Board, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting members of the Executive Committee shall be selected by the Board from among the Directors then serving on the Board; and (e) The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally for managing the affairs of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Executive Committee shall be determined by a simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the Board.

Executive Committee. Until At the Principal Rights Termination Date: (a) The composition of Closing, an executive committee for the Executive Committee of the Board Company (the “"Executive Committee”") during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, shall be each of created and the Principals (for Company shall take all actions so long as such Principal serves on that the Board) three Purchaser Designees and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues X. Xxxxxx Xxxxxxx, III, are appointed to serve on the Board) who Executive Committee. The President of the Company shall serve as chairman of the Executive Committee during such year; (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting an advisory member of the Executive Committee and (B) (i) the size of the Committee. The Executive Committee shall be determined by have and may exercise all the Board, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on powers and authority of the Board in the management of the business and affairs of the Ownership Threshold is satisfied with respect to such Principal), and (ii) Company on matters which by law do not need whole Board approval. The affirmative vote of a majority of the other voting members of the Executive Committee shall must approve a particular matter for it to be selected by the Board from among the Directors then serving on the Board; and (e) The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally for managing the affairs act of the Board between its meetings, and providing guidance to senior management and recommendations to Executive Committee. If the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties affirmative vote of a majority of the Board. Decisions members of the Executive Committee shall be determined by on a simple majority vote. In the event particular matter submitted to the Executive Committee is deadlockedfor approval cannot be obtained, such matter shall be submitted to the full whole Board may consider and decide for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such matterexpenditures were specifically approved by the Board as part of the Annual Budget. At each meeting Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee shall deliver a report as to or other Board committee, and (iv) transactions between the Company, on the one hand, and any actions Purchaser or decisions taken by any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee in and the period since purpose or purposes for which the last such report was meeting is called shall be delivered to each member of the BoardExecutive Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committee.

Executive Committee. Until the Principal Rights Termination Date: (a) The composition Concurrent with the execution and delivery of the Executive Committee of this Agreement, the Board is establishing an executive committee of PubCo officers responsible for day-to-day management of PubCo and its Subsidiaries (the “Executive Committee”). The Board has delegated to the Executive Committee the oversight over and responsibility for the day-to-day management of PubCo and its Subsidiaries. Notwithstanding the foregoing, reserved from such delegation (to remain subject to the approval of the Board or a committee thereof) during are (i) any matters that are required or recommended to be delegated to a committee of the first year after Board under the earlier rules of the New York Stock Exchange, (ii) the matters that require Special Majority Board Approval under Section 2.2, and (iii) the matters that require the approval of NB under Section 2.3(a) or Section 2.3(b) (collectively, the “Excluded Matters”). (b) The Executive Committee will initially have seven members and be comprised of each of the ORC Principals and each of the Xxxx Principals. A member of the Executive Committee that is not a Key Individual may only be removed from the Executive Committee upon the earliest to occur of (x) the Effective Date and applicable Special Executive Committee Approval for removal (whether or not for Cause), (y) the Executive Committee Transition Date, shall be each later to occur of the Principals (for so long as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year; (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance termination of such individual’s employment or consultant relationship with Section 1.10(aPubCo or its applicable Subsidiary or (2) of the Athene Merger Agreement shall serve date upon which such individual no longer serves as a non-voting observer to Director, or (z) such individual’s resignation from the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting Committee. A member of the Executive Committee and (B) (i) the size of that is a Key Individual may only be removed from the Executive Committee shall be upon the earliest to occur of (x) in the case of the commission of Cause by such Key Individual, the Special Executive Committee Approval for removal (determined by without regard to the Board, but shall, in no event, exceed seven (7) voting members (including the Principals so long as vote of such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such PrincipalKey Individual), and (iiy) the other voting later to occur of (1) the termination of such individual’s employment or consultant relationship with PubCo or its applicable Subsidiary or (2) the date upon which such individual no longer serves as a Director, or (z) such individual’s resignation from the Executive Committee. In the event of such a removal, the remaining members of the Executive Committee shall be selected by the Board endeavor in good faith to select a replacement for such individual from among the Directors then serving on the Board; and (e) The Executive Committee shall have such duties as delegated to it by the Board employees of PubCo and be responsible generally for managing the affairs of the Board between its meetingsSubsidiaries, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions such a replacement shall become a member of the Executive Committee upon Special Executive Committee Approval. (c) The Executive Committee’s approval of any matter within its authority shall be determined by generally require a simple majority vote. In vote of the event members of the Executive Committee is deadlocked, Committee. Notwithstanding the full Board may consider and decide such matter. At each meeting of the Boardforegoing sentence, the Executive Committee shall deliver a report as to may not approve any actions or decisions taken by of the following matters without the vote of each Key Individual then-serving on the Executive Committee in the period since the last such report was delivered to the Board.(“Special Executive Committee Approval”):

Executive Committee. Until At such time as there are nine Members, the Principal Rights Termination Date: (a) The composition of the Board shall establish and elect an Executive Committee of the Board which shall consist solely of three (3) Officers consisting of the “Executive Committee”) during President, First Vice President, and Secretary/Treasurer, which shall exist thereafter. At such time as there are 11 Members, the first year after the earlier of (x) the Effective Date Board shall establish and (y) the elect an Executive Committee Transition Date, shall be each of the Principals Board which shall consist solely of five (for so long as such Principal serves on 5) Officers, with the Board) and Xxx Xxxxxxx (for so long as Xxaddition of the Immediate Past President, which shall exist thereafter. Xxxxxxx continues Should the Immediate Past President no longer hold elected office then a Member at Large may be appointed by the Board to serve on the Board) who shall serve as chairman Executive Committee. The qualifications of the Executive Committee during such year; (b) During the first year after the earlier Member at Large are that they must be an elected or appointed Mayor or Council Member of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) a Member of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves Agency but need not be on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of Directors. The terms of office of the Executive Committee and (B) (i) the size Members of the Executive Committee shall be determined one year. The Executive Committee shall conduct the business of the Agency between meetings of the Board, exercising all those powers as provided for in this Article, or as otherwise delegated to it by the Board. The Executive Committee, subject to approval by the Board of Directors, shall exercise all powers or duties of the Board relating to the entering, approval and execution of agreements, leases, and other instruments of or relating to the finances of the Joint Powers Agency within the previously approved annual budget or amended budget. The Executive Committee may have additional powers delegated to it by the Board, but shall, except for the adoption of the Agency’s annual budget. Any additional powers and duties delegated shall be specified in no event, exceed seven (7) voting members (including a Resolution adopted by the Principals so long as such Principal serves on Board. The Executive Committee shall obtain approval from the Board before authorizing or conducting any investigations into the business of the Agency and before taking personnel action. These actions must be authorized by a majority vote of the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting members Executive Committee. Each meeting of the Executive Committee shall be selected by the Board from among the Directors then serving on the Board; and (e) The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally for managing the affairs of the Board between its meetingscalled, noticed, held, and providing guidance to senior management and recommendations to conducted in accordance with the Board regarding its strategicXxxxx X. Xxxxx Act, financial and operating plans and performanceGovernment Code Section 54950 et seq., and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Executive Committee shall be determined by a simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the Boardamended.

Executive Committee. Until the Principal Rights Termination Date: (a) Within thirty (30) days after the Amendment Effective Date, the Parties shall form an Executive Committee. The composition Executive Committee shall operate and have the authority described in this Section 4.2, including the general authority over the progress, budget and strategic direction of the Executive Committee Product Development Plan, and shall have the further authority over the progress, budget and strategic direction of the Board (the “Executive Committee”) during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, shall be each Project as described in Article 3 of the Principals Tech Transfer Agreement. (for so long b) ACTII and Amylin shall each appoint two (2) representatives as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues their representatives to serve on the Board) who shall serve as chairman of the Executive Committee during such year; (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers Committee. A Party may change its representatives from time to time by giving written notice to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates);other Party. (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the The Executive Committee during shall generally meet at such times as it may decide and at least twice per calendar year. The location of Executive Committee meetings shall alternate between ACTII’s offices and Amylin’s offices unless otherwise agreed by the Parties, with the first year after the earlier meeting being held at Amylin’s office. Minutes of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee and (B) (i) the size meeting setting forth decisions of the Executive Committee shall be determined prepared by the Board, but shall, in no event, exceed seven (7) voting members (including Party hosting the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect meeting. Minutes will become official when agreed to such Principal), and (ii) the other voting by all members of the Executive Committee. Each Party will bear all expenses associated with attendance of its representatives at meetings. If the Executive Committee shall members all agree, a meeting may be selected held by the Board from among the Directors then serving on the Board; andtelephone. (ed) The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally for managing the affairs of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Executive Committee shall be determined made by a simple majority unanimous vote, with each member having one vote. In Except as otherwise specifically set forth in Sections 3.3(a)(i) and (iii) of the event Tech Transfer Agreement, if the Executive Committee is deadlockedunable to reach a unanimous vote on any issue over which it has decision-making authority, the full Board may consider and decide issue shall be referred to Amylin’s Chief Executive Officer (or successor position), who shall make the final decision regarding such matter. At each meeting issue. (e) Within fifteen (15) days after the receipt of a proposed Product Development Plan or any amendments thereto from the BoardCore Oversight Group or referral of any dispute by the Core Oversight Group, the Executive Committee shall deliver a report as meet to any actions consider approval of such plan or decisions taken amendments or resolution of such dispute. The Executive Committee, or the Core Oversight Group if and to the extent so designated by the Executive Committee in Committee, shall periodically review the period since Product Development Plan from a strategic perspective, the last such report was delivered status of efforts to implement it and shall make any changes to the BoardProduct Development Plan that it deems necessary to accomplish the purpose of this Agreement.”

Executive Committee. Until the Principal Rights Termination Date: (a) The composition of the Executive Committee of the Board An executive committee (the “Executive Committee”), consisting of individuals (each, an “Executive”) during appointed by the first year after the earlier of (xVoting Members as provided herein, shall hold meetings as more particularly set forth in this Article X. Each Voting Member shall vote and otherwise act under this Agreement solely through its Executive(s) the Effective Date and (y) on the Executive Committee Transition DateCommittee; it being agreed that an Executive shall have no independent consent rights or voting powers under this Agreement, but shall be each of the Principals (for so long as such Principal serves on the Board) vote and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year; (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board otherwise act solely in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board authority granted and the Ownership Threshold is satisfied with respect to such Principal) directions given by the Voting Member that appointed it. All Members shall be entitled to serve as a voting member assume that an act of an Executive has been authorized by the Executive Committee and (B) (i) the size Voting Member who appointed such Executive. The initial number of individuals comprising the Executive Committee shall be determined not less than four (4) and not more than twelve (12), which number may be increased or decreased from time to time by a unanimous determination of the Voting Members, provided that at all times each Voting Member shall have the right to appoint at least one Executive. One or two Executives may be appointed by each of the Voting Members. Each Executive may name an alternate to serve in his or her stead in the event he or she is unavailable to attend a meeting of the Executive Committee or subcommittees thereof. Each Voting Member shall cause at least one of its Executives to attend each quarterly meeting of the Executive Committee. An Executive may be removed and replaced at any time without cause by the BoardVoting Member that originally appointed such Executive, but shall, in no event, exceed seven (7) voting members (including the Principals so long as provided that such Principal serves removal or replacement shall not be binding on the Board and other Members until notice thereof has been given to the Ownership Threshold is satisfied with respect to such Principal)other Members, and (ii) the other voting members of such replacement shall hold office until such time as his or her successor shall have been appointed and become duly qualified. Any vacancy occurring on the Executive Committee shall be selected filled by the Board from among Voting Member that originally appointed the Directors then serving on the Board; and (e) Executive with respect to which such vacancy exists. The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally for managing the affairs of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions may appoint one or more subcommittees of the Executive Committee shall be determined by a simple majority vote. In the event to conduct such investigations and make such reports and recommendations as the Executive Committee is deadlockedmay direct; provided that, unless otherwise unanimously approved by the full Board may consider and decide Voting Members, no such subcommittee shall have any power or authority to vote on, approve, bind the Company to or implement any matter. At each meeting In no event shall any Executive have any authority to execute agreements or other documents (other than a written consent or certificate (or similar document) evidencing or confirming its voting) on behalf of the Board, Company or otherwise bind the Executive Committee shall deliver a report as to any actions Company (except through his or decisions taken by the Executive Committee in the period since the last such report was delivered to the Boardher votes).

Executive Committee. Until the Principal Rights Termination Date: (a) An Executive Committee is established for the purposes of reviewing and advising on policy issues at the request of the Executive Director or the Board and making recommendations to the Executive Director, and of making recommendations to the Board regarding the appointment of the Executive Director and thereafter periodically reviewing the performance of the Executive Director and to otherwise assist and advise the Board and the Executive Director. The composition Executive Committee shall be chaired by the Board Chair. Members of the Executive Committee shall be appointed by action of the Board each year at the Annual Meeting of the Board, consistent with the following provisions. (the “Executive Committee”b) during For the first year three calendar years after the earlier of (x) the Effective Date and (y) Date, the Executive Committee Transition Date, shall be each comprised of (i) the Principals current Chair, (for so long as such Principal serves ii) a Trustee representing DMWW unless it is already represented on the BoardExecutive Committee, (iii) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve a Trustee representing WDMWW unless it is already represented on the BoardExecutive Committee; (iv) a Trustee representing UWU unless it is already represented on the Executive Committee; (v) the most recently presiding Chair prior to the current Chair who remains a current Trustee, if applicable; and (vi) one additional Trustee selected at-large. The forgoing provision notwithstanding, at no time shall serve as chairman the membership of the Executive Committee during such year; (b) During equal or exceed the first year after quorum for the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee and (B) (i) full Board. If the size of the Executive Committee shall must be determined by reduced to meet this condition, the Board, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting members membership of the Executive Committee shall be selected reduced by eliminating one or more categories named above in reverse order as named above, that is category (vi), then (v) and so on. (c) After the first three calendar years, the Executive Committee shall be comprised of (i) the current Chair; (ii) the most recently presiding Chair prior to the current Chair who remains a current Trustee; (iii) three (3) additional Trustees representing Member Agencies with the highest Annual Demand over the preceding five-year period unless those Trustees are already represented on the Committee; and (iv) one additional Trustee representing the otherwise unrepresented Member Agencies. The forgoing notwithstanding, at no time shall the membership of the Executive Committee equal or exceed the quorum for the full Board. If the size of the Executive Committee must be reduced to meet this condition, the number of committee members in category (iii) shall be reduced as required to meet this condition, by eliminating the representative of the Member Agency under Subsection (c)(iii) with the lowest Annual Demand followed by the Board from among the Directors then serving on the Board; andnext lowest, and so on. (ed) The Executive Committee shall have such duties as delegated to it by meet at the Board and be responsible generally for managing the affairs call of the Board between Chair or at the request of the Executive Director to fulfill its meetings, purposes as set forth herein and providing guidance to senior management and recommendations such other duties as may be assigned to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties Executive Committee by resolution of the Board. Decisions Member Agencies shall all be provided at least two (2) days advance notice of, and an Agenda for, all meetings of the Executive Committee shall be determined by a simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the BoardCommittee.

Executive Committee. Until (1) When the Principal Rights Termination Date:Assembly has established an Executive Committee, that Committee shall be sub- ject to the provisions set forth hereinafter. (a) The composition Executive Committee shall, subject to Article 57(8), consist of States elected by the Xxxxx- xxx from among States members of the Executive Committee of the Board (the “Executive Committee”) during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, shall be each of the Principals (for so long as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year;Assembly. (b) During the first year after the earlier The Government of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting State member of the Executive Committee and (B) (i) the size of the Executive Committee shall be determined represented by the Boardone delegate, but shallwho may be assisted by alternate delegates, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal)advisors, and experts. (ii3) The number of States members of the other voting Exec- utive Committee shall correspond to one-fourth of the number of States members of the Assembly. In estab- lishing the number of seats to be filled, remainders after division by four shall be disregarded. (4) In electing the members of the Executive Committee, the Assembly shall have due regard to an equitable geographical distribution. (a) Each member of the Executive Committee shall serve from the close of the session of the Xxxxx- xxx which elected it to the close of the next ordinary session of the Assembly. (b) Members of the Executive Committee may be selected re-elected but only up to a maximum of two- thirds of such members. (c) The Assembly shall establish the details of the rules governing the election and possible re- election of the members of the Executive Committee. (a) The Executive Committee shall: (i) prepare the draft agenda of the Xxxxx- xxx; (ii) submit proposals to the Assembly in respect of the draft program and biennial budget of the Union prepared by the Board from among Director General; (iii) [deleted] (iv) submit, with appropriate comments, to the Directors then serving Assembly the periodical reports of the Director General and the yearly audit reports on the Board; andaccounts; (ev) take all necessary measures to ensure the execution of the program of the Union by the Director General, in accordance with the decisions of the Assembly and having regard to circumstances arising between two ordinary sessions of the Xxxxx- xxx; (vi) perform such other functions as are allocated to it under this Treaty. (b) With respect to matters which are of interest also to other Unions administered by the Organization, the Executive Committee shall make its decisions after having heard the advice of the Coordi- nating Committee of the Organization. (a) The Executive Committee shall have such duties as delegated to it meet once a year in ordinary session upon convocation by the Board Director General, preferably during the same period and be responsible generally for managing at the affairs same place as the Coordination Committee of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Organization. (b) The Executive Committee shall be determined meet in extraordinary session upon convocation by a simple majority votethe Direc- tor General, either on his own initiative or at the request of its Chairman or one-fourth of its members. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting (8)(a) Each State member of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the Board.Executive

Executive Committee. Until the Principal Rights Termination Date: (a) The composition SR will organize and maintain the minutes of, and the PR and SR will alternately chair, an Executive Committee, the principal activities of which will be to review the current status of the Executive Committee Work, including Supplier's progress toward and completion of its performance milestones, and to resolve any outstanding issues escalated by the Board (the “Executive Committee”) during the first year after the earlier of (x) the Effective Date PR and (y) the Executive Committee Transition Date, shall be each of the Principals (for so long as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year;SR. (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee and (B) (i) the size of the Executive Committee shall be determined by the Board, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting The members of the Executive Committee shall include the PR, the SR, the senior technical manager having responsibility for the System of each of Purchaser and Supplier, an officer or relevant executive of Purchaser, Supplier and each Major Subcontractor, and such other persons as the PR or SR deems appropriate. Each Party shall cause its appointees to the Executive Committee to devote such time and attention to the activities of the Committee as may be selected reasonably necessary to fulfill its responsibilities. If an appointee ceases to serve on the Executive Committee for any reason, a replacement member of equivalent responsibility will be appointed as soon as practicable by the Board from among the Directors then serving on the Board; andapplicable Party. (ec) The Executive Committee shall have such duties meet as delegated to it often as necessary, but not less than bi-weekly by the Board and be responsible generally for managing the affairs of the Board between its meetingstelephone, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, once per month in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Executive Committee shall be determined by a simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matterperson. At each meeting of the Boardmeeting, the Executive Committee shall deliver a report as review, among other things, (i) Supplier's conformance to the Work Schedule, including but not limited to Supplier's progress toward and timely completion of its performance milestones, (ii) Purchaser's conformance to the Work Schedule, including but not limited to Purchaser's progress toward and timely completion of its delivery obligations, (iii) Supplier's current staffing levels and any actions anticipated requirements for additional staffing, (iv) Supplier's anticipated requirements for access to Purchaser's personnel during the following thirty (30) days, (v) where necessary, adjustments to the Work Schedule by Supplier and Purchaser during the following thirty (30) days, (vi) proposed changes to the DSOWs, the Work, Supplier's performance milestones. Purchaser's delivery obligations, or decisions taken the System functionality or performance requirements or capabilities, including any outstanding Change Orders, (vii) claims by Supplier under Section 10.5, and (viii) all other issues escalated to the Executive Committee by the PR and SR. (d) During the period between meetings of the Executive Committee, the Parties will work together to implement the agreements reached by the Executive Committee in the period since the last such report was delivered including, to the Boardextent necessary, revising the Supplier Performance Milestones, Purchaser Delivery Obligations, DSOWs, and Work Schedule in harmony with those agreements.

Executive Committee. Until (1) When the Principal Rights Termination Date:Assembly has established an Executive Committee, that Committee shall be subject to the provisions set forth hereinafter. (a) The composition Executive Committee shall, subject to Article 57(8), consist of States elected by the Assembly from among States members of the Executive Committee of the Board (the “Executive Committee”) during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, shall be each of the Principals (for so long as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year;Assembly. (b) During the first year after the earlier The Government of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting State member of the Executive Committee and (B) (i) the size of the Executive Committee shall be determined represented by the Boardone delegate, but shallwho may be assisted by alternate delegates, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal)advisors, and experts. (3) The number of States members of the Executive Committee shall correspond to one-fourth of the number of States members of the Assembly. In establishing the number of seats to be filled, remainders after division by four shall be disregarded. (4) In electing the members of the Executive Committee, the Assembly shall have due regard to an equitable geographical distribution. (a) Each member of the Executive Committee shall serve from the close of the session of the Assembly which elected it to the close of the next ordinary session of the Assembly. (b) Members of the Executive Committee may be re-elected but only up to a maximum of two-thirds of such members. (c) The Assembly shall establish the details of the rules governing the election and possible re- election of the members of the Executive Committee. (a) The Executive Committee shall: (i) prepare the draft agenda of the Assembly; (ii) submit proposals to the Assembly in respect of the draft program and biennial budget of the Union prepared by the Director General; (iii) [deleted] (iv) submit, with appropriate comments, to the Assembly the periodical reports of the Director General and the yearly audit reports on the accounts; (v) take all necessary measures to ensure the execution of the program of the Union by the Director General, in accordance with the decisions of the Assembly and having regard to circumstances arising between two ordinary sessions of the Assembly; (vi) perform such other voting functions as are allocated to it under this Treaty. (b) With respect to matters which are of interest also to other Unions administered by the Organization, the Executive Committee shall make its decisions after having heard the advice of the Coordination Committee of the Organization. (a) The Executive Committee shall meet once a year in ordinary session upon convocation by the Director General, preferably during the same period and at the same place as the Coordination Committee of the Organization. (b) The Executive Committee shall meet in extraordinary session upon convocation by the Director General, either on his own initiative or at the request of its Chairman or one-fourth of its members. (a) Each State member of the Executive Committee shall have one vote. (b) One-half of the members of the Executive Committee shall constitute a quorum. (c) Decisions shall be made by a simple majority of the votes cast. (d) Abstentions shall not be considered as votes. (e) A delegate may represent, and vote in the name of, one State only. (9) Contracting States not members of the Executive Committee shall be selected by the Board from among the Directors then serving on the Board; andadmitted to its meetings as observers, as well as any intergovernmental organization appointed as International Searching or Preliminary Examining Authority. (e10) The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally for managing the affairs adopt its own rules of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Executive Committee shall be determined by a simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the Boardprocedure.

Executive Committee. Until the Principal Rights Termination Date: (a) The composition Disposition of all Major Decisions of the Partnership shall be vested in an Executive Committee comprised of the Board two (the “Executive Committee”2) during the first year after the earlier of (x) the Effective Date groups with Xxxx as one group and (y) the Executive Committee Transition Date, shall be each of the Principals (for so long Pace as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year; (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Datea group, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers respective group being entitled to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One one (1) Director appointed vote upon any matter required to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to be approved by the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied Committee. All Major Decisions with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee overall management and (B) (i) the size control of the Executive Committee shall be determined made and agreed to by the Board, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves Partners and shall be binding on the Board Partnership and all Partners. The Executive Committee shall at all times consist of 2 members, one to be appointed by each Group. Any member of the Ownership Threshold is satisfied with respect Executive Committee may be removed and replaced at any time by the respective Group that appointed such member upon written notice of such removal and replacement to such Principal)the other Managers. Initially, and until replaced as above, the members for the Executive Committee shall be: For Pace: Xxxxx X. Xxxxxx 0000 Xxxx Xxx Xxxxx Xx. Xxxxx 000 Xxxxxxx, XX 00000 For Xxxx: Xxxx X. Xxxx 0000 Xxxx Xxxxxx Xxxxxxx, XX 00000 In the event of the death, resignation, or removal of any member of the Executive Committee, the Partner who appointed such member shall have ten (ii10) days within which to appoint a successor member. The Executive Committee, at its first meeting, shall establish a regular meeting time and place and may also meet upon ten days' (10) written notice from one Partner to the other voting Partners. The Executive Committee shall designate one of its members to serve as Secretary and it shall be the responsibility of the Secretary to keep the minutes of meetings and of decisions made pursuant to written approvals and shall timely furnish copies to all Partners. Except as may otherwise be permitted under this Agreement or other Agreements approved by the Executive Committee, no action of the Partnership shall be effective or binding upon the Partnership or any of its Partners without the vote of both members of the Executive Committee shall be selected by the Board from among the Directors then serving on the Board; and (e) Committee. The Executive Committee shall have may act without a meeting if action taken is approved in writing prior to the taking of such duties as delegated to it action by the Board and members necessary to take such action at a meeting. (b) No act shall be responsible generally for managing taken or sum expended or obligation incurred by the affairs Partnership, Executive Committee, or any Partner with respect to a matter within the scope of any of the Board between its meetingsmajor decisions ("Major Decisions") affecting the Partnership, and providing guidance to senior management and recommendations as defined below, unless the Major Decisions have been approved unanimously by the members of the Executive Committee. The Major Decisions shall be the following: 1. Purchase of real property; 2. General architectural considerations with respect to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties improvement of the Boardreal property owned, leased or acquired by the Partnership; 3. Decisions Determining whether or not distribution should be made to the Partners, as provided by Section 5.03 herein; 4. Financing obtained by the Partnership; 5. Sale, leasing, mortgaging or the placing of any other encumbrance upon any real property owned or leased by the Partnership; 6. All decisions relative to the use and development of the real property owned or acquired by the Partnership; 7. Applications for zoning or other arrangements involving the use or development of the property owned or acquired by the Partnership; 8. The contracting for the construction of any improvements on Partnership property involving an expenditure of more than $10,000.00; 9. Terminating or modifying (i) any lease or (ii) any other contract excluding contracts between the Partnership and entertainers or performing artists for personal services at the Project which shall be performed in eight days or less; 10. Approving each Budget pursuant to Section 2.04 herein; 11. Making any expenditure or incurring a sum in excess of $10,000.00 for the transaction or group of similar transactions, provided, however that this provision shall not apply to contracts with entertainers or performing artists which are included in the Budget and shall be performed in eight days or less; 12. Determination of the maximum and minimum working capital requirements of the Partnership; 13. The adjustment, compromise or settlement of any claim, objection, debt, demand, suit or judgment against the Partnership in excess of $10,000.00; 14. Any Agreement, Contract, Lease or other arrangement whether written or oral with any Partner or any affiliate of a Partner. For the purpose of this paragraph, Affiliate shall include relatives or family members of a Partner as well as any entity controlled by a Partner, or in which a Partner has an equity involvement and shall include entities related to a Partner; It is agreed that the exceptions to 2.03 (b) 9 and 11 are for the purpose of enabling the Managing Partner to implement the day to day operation of the Project by contracting with performing artists and entertainers. It is the intention of the Partners, however, to consult on a regular, periodic basis relative to the type of entertainment to be presented at the Project and general financial parameters relative thereto. The Managing Partner shall submit for the approval of the Executive Committee annually, with the Budget provided for in Section 2.04 hereinbelow, a proposed list of artists and entertainers with whom it intends to contract during the following year. This listing shall be determined by updated quarterly and the Managing Partner shall use best efforts not contract with or employ any artists or entertainers which are objectionable to a simple majority vote. In the event member of the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the BoardCommittee.

Executive Committee. Until An Executive Committee shall be established. Each REMVEC II Participant whose Territorial KWH during the Principal Rights Termination Date: preceding calendar year represents 3% or more of the aggregate REMVEC II Territorial KWH for such period shall be entitled to one member and one alternate on the Executive Committee. The remaining REMVEC II Participants shall be divided into two groups, (a) one group consisting of investor-owned REMVEC II Participants and (b) the other group consisting of municipally-owned utilities, cooperatively-owned utilities and the balance of the REMVEC II Participants; and each group shall have the right to appoint and be represented by one member and one alternate. At its annual meeting the Executive committee shall elect from its membership a Chairperson and a Vice Chairperson and shall also elect a Secretary who need not be a member of the Committee. They shall have the powers and duties usually incident to such offices. The composition Executive Committee shall hold its annual meeting in January or at a special meeting called for such purpose in lieu thereof at such time and place as the Chairperson shall designate and shall hold other meetings at the call of the Chairperson. Any two or more members may call a meeting of the Executive Committee in case the Chairperson shall fail to call a meeting upon request. Normally, notices of meetings shall specify the Board (subject matters to be acted upon at the “Executive Committee”) during the first year after the earlier of (x) the Effective Date meeting and (y) the Executive Committee Transition Date, shall be made available to each of the Principals (for so long as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year; (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee and (B) (i) at least five days prior to the size date of the meeting. However, in the case of emergency, the Executive Committee may meet upon call of any member in such manner as the Executive Committee shall determine. Each member of the Executive Committee or his/her alternate shall have the right to cast a number of votes equal to the Territorial KWH of his/her REMVEC II Participant(s) during the preceding calendar year. The affirmative votes of at least three members representing REMVEC II Participants who have at least two-thirds (2/3) of the aggregate Territorial KWH of all REMVEC II Participants during the preceding calendar year shall be determined by required for the Boardadoption of a resolution which shall become binding upon the REMVEC II Participants, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal)REMVEC II matters; provided, and however, (i) No single member shall be capable of defeating the adoption of a resolution relating to any operational matter; (ii) the other voting negative votes of any two or more members representing REMVEC II Participants having at least 15% of such total number of votes shall defeat any such action; and (iii) the unanimous affirmative vote of all members of the Executive Committee shall be selected by required for the Board from among adoption of a resolution arranging for the Directors then serving on the Board; and addition of any "Supplemental Services" under Article IV (e"Services") The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally for managing the affairs of the Board between its meetingsSAS Agreement. As used in this Agreement, "Territorial KWH" will be the annual KWH load of a REMVEC II Participant calculated by adding for the 12-month calendar year the REMVEC II Participant's net generated KWH, all non-firm purchases from other REMVEC II Participants, all purchases (firm and non-firm) from non- REMVEC II Participants, and providing guidance subtracting all sales (firm and non-firm) to senior management non- participants and recommendations all non-firm sales to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Executive Committee shall be determined by a simple majority voteother REMVEC II Participants. In the event case of REMVEC II Participants that do not have load, a proxy shall be developed for use as the Executive Participant's "Territorial KWH" by the Operating Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken submitted for approval by the Executive Committee in Committee. Such proxy may be based on the period since the last such report was delivered to the BoardParticipant's generation on an equivalent load basis or on some other reasonable criteria.

Executive Committee. Until the Principal Rights Termination Date: (a) The composition An Executive Committee is hereby established to provide liaison between CCHC and Royco and to establish all policies, strategic plans and budgets and make all decisions with respect to the operation and implementation of the Executive Committee Management Business, including the Hotel Management Agreements and the acquisition and implementation of the Board (Additional Hotel Management Agreements and the “Executive Committee”) during Franchise Business, including the first year after the earlier acquisition of (x) the Effective Date and (y) the Executive Committee Transition Date, shall be each of the Principals (for so long as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such yearHFS Agreements; (b) During the first year after the earlier of (x) the Effective Date and (y) the The Executive Committee Transition Date, each shall be comprised of Xxxxx three representatives of CCHC (the initial nominees being Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx and Xxx Xxxxxxx) and three representatives of Royco (the initial nominees being Xxxxx, Xxxx Xxxx shall serve as non-voting observers and Xxxxx). The Parties may each appoint an alternate or alternates to be a representative on the Executive Committee (who may be another member of the Executive Committee) and may change any representative or alternate representative from time to time by notice in writing to the other Party. Each representative or alternate representative of a Party shall be such Party's agent, with full authority to bind such Party for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates)purposes contemplated herein; (c) One (1) Director appointed to The Executive Committee shall establish regular quarterly meeting dates which, unless otherwise agreed, shall be within the Board third week after the end of each calendar quarter and may, wherever reasonably practical, be held in accordance with Section 1.10(a) Xxxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxxx or New York, NY. All other meetings of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during shall, unless otherwise agreed, be held by conference telephone as herein provided. The Executive Committee may meet at any time upon agreement of the first year after parties or, failing agreement, at such time and in such place in Toronto, Calgary or New York as a party shall give the earlier other party at least five (5) Business Days written notice, specifying in reasonable detail the business to be presented and any decision to be proposed at such meeting. A member of (x) the Effective Date and (y) the Executive Committee Transition Datemay waive notice of any meeting; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) Any action required to be taken by the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves may be taken without a meeting if the representatives of the Parties on the Board and the Ownership Threshold is satisfied with respect Executive Committee consent in writing to such Principal) action, whether such written consent shall be entitled in the form of a handwritten, typewritten communication or facsimile transmission (receipt confirmed) of a signed document. In addition, the Executive Committee may, and shall whenever reasonably practical, in lieu of conducting a face-to-face meeting, conduct such meeting by conference telephone or other communications facility by means of which the representatives (or alternate representatives) of each Party can each hear the other and in respect of which, any materials required to serve as be considered at such meeting have been delivered in writing or transmitted to the Parties prior to such meeting; (e) CCHC shall appoint a voting member Chairman of the Executive Committee (who shall be either the Chairman of the Board of NLC, the Chief Executive Officer of NLC, the President of NLC or another officer of NLC reasonably acceptable to Royco) to facilitate the conduct of business at meetings of the Executive Committee, which Chairman may also be a representative or alternate representative on the Executive Committee and who shall, subject to Sections 2.10 and 2.11 have a casting vote in the event of a deadlock on the Executive Committee; (Bf) (i) Subject to the size terms of this Agreement, the Executive Committee shall be determined by have jurisdiction over the Board, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied Parties with respect to such Principal), all Management Business and (ii) the other voting members of the Executive Committee shall be selected by the Board from among the Directors then serving on the BoardFranchise Business; and (eg) The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally establish its own procedures for managing the affairs of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Executive Committee shall be determined by a simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the Board.

Executive Committee. Until the Principal Rights Termination Date: (a) 1. The composition of the Executive Committee shall assist the Governing Board in the preparation of its decisions and shall carry out any other tasks which the Governing Board (the “Executive Committee”) during the first year after the earlier of (x) the Effective Date and (y) the may delegate to it. 2. The Executive Committee Transition Date, shall be each composed of 13 members appointed by the Principals (for so long as such Principal serves on the Board) Governing Board from among persons of recognised standing and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year; (b) During the first year after the earlier of (x) the Effective Date professional experience in scientific, technical and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers financial matters relevant to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) functions set out in this Article. One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee and (B) (i) the size Member of the Executive Committee shall be determined Euratom. 3. The Executive Committee shall in particular: (a) approve the award of contracts in accordance with the financial regulation; (b) comment on and make recommendations to the Governing Board on the proposal for the project plan, work programmes, resource estimates plan, annual budget and accounts drawn up by the Director; (c) submit to the Governing Board, but shallupon request by Xxxxxxx or a majority of members, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves decisions on the Board and awarding of contracts or any other decisions entrusted to it. 4. Each Executive Committee member shall have one vote. 5. Unless otherwise stated, decisions by the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting Executive Committee shall require a majority of nine votes in favour. 6. The term of office for members of the Executive Committee shall be selected by the Board from among the Directors then serving on the Board; and (e) The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally for managing the affairs two years renewable once. Every two years at least half of the Board between its meetingsmembers shall be replaced. 7. On expiry of their term of office members shall remain in office until their appointment is renewed or they are replaced. If a member resigns, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, he shall remain in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Boardoffice until he is replaced. 8. Decisions The Chairman of the Executive Committee shall be determined appointed by the Governing Board for a simple majority voteperiod of two years, renewable once. 9. In The Executive Committee shall meet when convened by the event Chairman, at least six times per year. The Executive Committee may also be convened at the request of at least three members, or at the request of the Director or of Euratom. The meetings shall normally take place at the seat of the Joint Undertaking. 10. The Chairman of the Executive Committee is deadlocked, shall participate in the full Board may consider and decide such matter. At each meeting meetings of the Governing Board, unless the Governing Board decides otherwise. EN L 90/66 Official Journal of the European Union 30.3.2007 11. Subject to the prior approval of the Governing Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the Boardadopt its rules of procedure.

Executive Committee. Until (a) As soon as is reasonably practicable, the Principal Rights Termination DateBoard shall appoint an Executive Committee to assist it in the management of the Company, consisting of five (5) members as follows: (ai) The composition two (2) nominees of the Executive Committee PSI, who need not be Directors; (ii) two (2) nominees of the Board 1MDB, who need not be Directors; and (the “Executive Committee”) during the first year after the earlier of (xiii) the Effective Date and (y) the Chief Executive Committee Transition Date, shall be each of the Principals (for so long as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year;Officer. (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee and (B) (i) the size The functions of the Executive Committee shall be determined as follows:- (i) the formulation and execution of business strategies for the Company for consideration and review by the Board; DRA (ii) the preparation and presentation of budgets and plans to the Board; (iii) research and development of products; (iv) the drafting, preparation and submission of tenders or tender proposals in connection with the Company’s business for consideration and review by the Board; (v) to implement Board decisions generally, and to conduct other functions delegated to it by the Board, but shallsubject at all times to the supervision of the Board, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal)financial or other limits as may be imposed upon it by the Board. For the avoidance of doubt, and the Executive Committee shall not be a committee of the Board. (iic) The power to appoint the other voting members Chairman of the Executive Committee shall be selected exercised by the Board from among the Directors then serving on the Board; and Shareholders alternately, at three (e3) The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally for managing the affairs of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Boardyear intervals. Decisions Each Chairman of the Executive Committee shall be determined by hold office as Chairman for the entire relevant three (3) year period, unless his appointment as a simple majority vote. In the event member of the Executive Committee is deadlockedearlier determined by the Shareholder appointing him, in which event such Shareholder may appoint another Chairman from amongst that Shareholder’s nominees to serve out the remainder of the relevant three (3) year period. Upon expiry of each three (3) year period, the full Board may consider and decide such matter. At each meeting Shareholder next entitled to appoint the Chairman of the Board, Executive Committee may either re-appoint the Chairman last holding office (unless his appointment as a Director has been determined) or appoint a new Chairman from amongst that Shareholder’s nominees. (d) The power vested in a Shareholder to nominate a member of the Executive Committee shall deliver include the power to fix the period of his appointment and to remove such nominee so appointed. Whenever a report as to any actions or decisions taken by member of the Executive Committee for any reason whatsoever ceases to hold such office, the Shareholder (or Shareholders) who appointed such nominee shall nominate another nominee in the period since the last such report was delivered to the Boardhis place.

Executive Committee. Until the Principal Rights Termination Date: (a) An Executive Committee is established for the purposes of reviewing and advising on budget and policy issues at the request of the Executive Director or the Board and making recommendations to the Executive Director, and of making recommendations to the Board regarding the appointment of the Executive Director and thereafter periodically reviewing the performance of the Executive Director and to otherwise assist and advise the Board and the Executive Director. The composition Executive Committee shall be chaired by the Board Chair. (b) For the first three calendar years after the Effective Date, the Executive Committee shall be comprised of (i) the current Chair, (ii) a Trustee representing DMWW unless it is already represented on the Executive Committee, (iii) a Trustee representing WDMWW unless it is already represented on the Executive Committee; (iv) a Trustee representing UWU unless it is already represented on the Executive Committee; (v) the most recently presiding Chair prior to the current Chair who remains a current Trustee, if applicable; and (vi) one additional Trustee selected at-large. The forgoing provision notwithstanding, at no time shall the membership of the Executive Committee of equal or exceed the Board (quorum for the “Executive Committee”) during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, shall be each of the Principals (for so long as such Principal serves on the full Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year; (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee and (B) (i) If the size of the Executive Committee shall must be determined by reduced to meet this condition, the Board, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting members membership of the Executive Committee shall be selected reduced by eliminating one or more categories named above in reverse order as named above, that is category (vi), then (v) and so on. (c) After the first three calendar years, the Executive Committee shall be comprised of (i) the current Chair; (ii) the most recently presiding Chair prior to the current Chair who remains a current Trustee; and (iii) four (4) additional Trustees representing Member Agencies with the highest Annual Demand over the preceding five-year period unless those Trustees are already represented on the Committee. The forgoing notwithstanding, at no time shall the membership of the Executive Committee equal or exceed the quorum for the full Board. If the size of the Executive Committee must be reduced to meet this condition, the number of committee members in category (iii) shall be reduced as required to meet this condition, by eliminating the representative of the Member Agency with the lowest Annual Demand followed by the Board from among the Directors then serving on the Board; andnext lowest, and so on. (ed) The Executive Committee shall have meet at the call of the Chair or at the request of the Executive Director to fulfill its purposes as set forth herein and such other duties as delegated to it by the Board and may be responsible generally for managing the affairs of the Board between its meetings, and providing guidance to senior management and recommendations assigned to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties Executive Committee by resolution of the Board. Decisions The Executive Director and the general managers of Water Producing Member Agencies shall all be provided advance notice of, and an Agenda for, all meetings of the Executive Committee shall be determined by a simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the BoardCommittee.

Executive Committee. Until (1) When the Principal Rights Termination Date:Assembly has established an Executive Committee, that Committee shall be subject to the provisions set forth hereinafter. (a) The composition Executive Committee shall, subject to Article 57(8), consist of States elected by the Assembly from among States members of the Executive Committee of the Board (the “Executive Committee”) during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, shall be each of the Principals (for so long as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year;Assembly. (b) During the first year after the earlier The Government of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting State member of the Executive Committee and (B) (i) the size of the Executive Committee shall be determined represented by the Boardone delegate, but shallwho may be assisted by alternate delegates, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal)advisors, and experts. (3) The number of States members of the Executive Committee shall correspond to one-fourth of the number of States members of the Assembly. In establishing the number of seats to be filled, remainders after division by four shall be disregarded. (4) In electing the members of the Executive Committee, the Assembly shall have due regard to an equitable geographical distribution. (a) Each member of the Executive Committee shall serve from the close of the session of the Assembly which elected it to the close of the next ordinary session of the Assembly. (b) Members of the Executive Committee may be re-elected but only up to a maximum of two-thirds of such members. (c) The Assembly shall establish the details of the rules governing the election and possible re-election of the members of the Executive Committee. (a) The Executive Committee shall: (i) prepare the draft agenda of the Assembly; (ii) submit proposals to the Assembly in respect of the draft program and biennial budget of the Union prepared by the Director General; (iii) [deleted] (iv) submit, with appropriate comments, to the Assembly the periodical reports of the Director General and the yearly audit reports on the accounts; (v) take all necessary measures to ensure the execution of the program of the Union by the Director General, in accordance with the decisions of the Assembly and having regard to circumstances arising between two ordinary sessions of the Assembly; (vi) perform such other voting functions as are allocated to it under this Treaty. (b) With respect to matters which are of interest also to other Unions administered by the Organization, the Executive Committee shall make its decisions after having heard the advice of the Coordination Committee of the Organization. (a) The Executive Committee shall meet once a year in ordinary session upon convocation by the Director General, preferably during the same period and at the same place as the Coordination Committee of the Organization. (b) The Executive Committee shall meet in extraordinary session upon convocation by the Director General, either on his own initiative or at the request of its Chairman or one-fourth of its members. (a) Each State member of the Executive Committee shall have one vote. (b) One-half of the members of the Executive Committee shall constitute a quorum. (c) Decisions shall be made by a simple majority of the votes cast. (d) Abstentions shall not be considered as votes. (e) A delegate may represent, and vote in the name of, one State only. (9) Contracting States not members of the Executive Committee shall be selected by the Board from among the Directors then serving on the Board; andadmitted to its meetings as observers, as well as any intergovernmental organization appointed as International Searching or Preliminary Examining Authority. (e10) The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally for managing the affairs adopt its own rules of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Executive Committee shall be determined by a simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the Boardprocedure.

Executive Committee. Until Promptly following the Principal Rights Termination Date: execution of this Agreement, Pannonian and Schlumberger shall establish an Executive Committee consisting of four (a4) members, two (2) of which shall be appointed by Pannonian from its management and two (2) of which shall be appointed by Schlumberger from its or its Affiliate's management. The composition Executive Committee shall meet at least once each calendar quarter in Denver, Colorado or as otherwise set out herein. Within seven (7) days after the execution of this Agreement, the Parties will exchange a list of their respective appointments, as well as any designated alternates. Pannonian shall designate one (1) of its two (2) members as the Chairman of the Executive Committee of the Board (the “Executive Committee”) during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, "Chairman"). The Chairman shall be each of the Principals (for so long as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman schedule meetings of the Executive Committee during such year; (b) During Committee, arrange for the first year after the earlier preparation and distribution of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve notices as non-voting observers to the Executive Committee (for so long well as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) an agenda of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date meetings and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date preside and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) keep minutes. Special meetings shall be entitled to serve as a voting member held upon the request of the Executive Committee and any two (B2) (i) the size of the Executive Committee shall be determined by the Board, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting members of the Executive Committee under this Agreement. The Chairman shall transmit written notices of all meetings to each member at least seven (7) days in advance of the meeting. A quorum for the conduct of Executive Committee business shall consist of three (3) members, and such quorum may be selected by the Board from among the Directors then serving on the Board; and (e) person, by proxy, or by telephone. The Executive Committee shall have such duties as delegated generally oversee all hydrocarbon development and production activities occurring pursuant to it by this Agreement. Without limiting the Board and be responsible generally for managing the affairs generality of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Executive Committee shall be determined by a simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Boardforegoing, the Executive Committee shall deliver have the authority and responsibility to: a. Appoint a report as to any actions or decisions taken committee composed of Pannonian and Schlumberger technical personnel ("Technical Committee"), the responsibilities of which shall include, but not be limited to, the preparation of the suggested field development plan and appropriate subsequent amendments and modifications. Both Pannonian and Schlumberger shall earn a fee determined by the Executive Committee for their work on the Technical Committee (including any start-up costs) and included (without duplication in subsequent AFEs) in the period since approved AFE for the next Project Well actually drilled. Schlumberger's share of such fee shall be included as part of Schlumberger's Service Party's Expenditures for that Project Well and Pannonian's share shall be a line item on the AFE for the applicable Project Well; b. Adopt the Field Development Plan within fourteen (14) days of the Effective Date of this Agreement, and thereafter adopt appropriate amendments and modifications to such plan; c. Approve or disapprove an AFE for each single operation (whether drilling, completing, deepening, plugging back, recompleting, sidetracking or reworking) anticipated to cost more than Fifty Thousand Dollars ($50,000) in connection with a Project Well, with the understanding that such operation will not be undertaken unless there is an approved AFE; d. Attempt to resolve conflicts between the Parties concerning this Agreement and the activities contemplated hereby; e. Recommend appropriate actions to optimize the performance of each Project Well in accordance with good production practices; f. Provide Pannonian and Schlumberger quarterly reports on the activities conducted pursuant to this Agreement, the Service Parties' Expenditures in respect of each Bundle, and a computation of each Service Party's Percentage in respect of each Bundle; and g. Determine the Percentage of each Service Party in each Bundle on a provisional basis as each Project Well in that Bundle is drilled and completed and on a final basis not sooner than sixty (60) days nor later than ninety (90) days after the completion and equipping of the last such report was delivered to the Boardwell in that Bundle.

Executive Committee. Until the Principal Rights Termination Date: (a) There is hereby created and established the Executive Committee of Company. The composition management and control of the Company and each Subsidiary shall be vested in the Executive Committee which shall be responsible for the approval of all Major Decisions and the adoption of other policy procedures respecting the business affairs of the Company and each Subsidiary. Except as otherwise expressly provided in this Agreement, no action shall be taken, sum expended, decision made or obligation incurred by the Company or any Subsidiary with respect to a matter within the scope of any of the Major Decisions, unless such matter has been expressly approved by the Executive Committee or unless express provision therefor has been made as part of the Annual Business Plan, the Operating Budget, any Project Operating Budget or a Final Presentation, in each instance as approved by the Executive Committee, except that the Manager of the Company shall be authorized to make any payment or take any action with respect to any contractual or legal obligations of the Company or a Subsidiary which have been duly authorized by the Executive Committee. (b) Subject at all times to subsection 4.1(l) hereof, the Executive Committee shall at all times consist of four (4) members, two (2) of whom shall be designated by the Developer Member and two (2) of whom shall be designated by the GECC Member. Each Member may appoint an alternate for each member appointed by it to the Executive Committee, and the members and alternates representing a Member may act interchangeably and with equal authority with the members. Each member or alternate appointed to the Executive Committee shall represent the interests of the Member making such appointment or designation. (c) Initially, the members of the Executive Committee of the Board (the “Executive Committee”) during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, shall be designated by each of the Principals (for so long Member are as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year; (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of follows: Developer Member GECC Member ---------------- ----------- Dxxx Xxxxxxxx Dxxxx Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Cxxxxxxxxxx X. Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date;Mxxx Xxxxxxx (d) Following Each Member shall have the first anniversary of the earlier of (x) the Effective Date power and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect authority to such Principal) shall be entitled to serve as a voting remove any member or alternate member of the Executive Committee designated by it by delivering written notice of such removal to the Company and (B) (i) the size of other Member. Vacancies on the Executive Committee shall be determined filled by the Board, but shall, in no event, exceed seven Member which appointed the Executive Committee member or alternate member previously holding the position which is then vacant. (7e) voting All of the members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting or alternate members of the Executive Committee representing a Member shall collectively be entitled to cast one (1) vote on behalf of that Member with respect to any decision made by the Executive Committee; provided that if only one member or alternate member representing a Member is present at a meeting of the Executive Committee, the member or alternate member so present shall be selected by entitled to cast the Board from among the Directors then serving one (1) vote on the Board; andbehalf of such Member. (ef) The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally for managing the affairs of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions Regular meetings of the Executive Committee shall may be determined held at such times and places as may be designated from time to time by a simple majority vote. In the event resolution of the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting communicated to all members and alternate members of the Board, Executive Committee. Special meetings of the Executive Committee shall deliver a report as to may be called by the Manager or any actions or decisions taken by member of the Executive Committee in upon five (5) Business Days' notice to all members and alternates by telephone or telefax. The Executive Committee may conduct its meetings through the period since the last such report was delivered to the Board.use of any means of communication by which all members participating may hear each other during the

Executive Committee. Until (i) Except for those actions expressly reserved to the Principal Rights Termination Date: (aAudit Committee pursuant to Clause 6.3(i) The composition of below, the Executive Committee of shall have full powers delegated from the Board and will be responsible for the day to day running of FMCS. (ii) The Executive Committee shall be comprised of seven (7) Directors, two (2) appointed by FMCE, two (2) appointed by PRISA, one (1) appointed by AZTLAN, one (1) appointed by CORTE INGLES and one (1) appointed jointly by the “Executive Committee”) Cajas. On the second year from the execution of this Agreement and during the first year after the earlier term of (x) the Effective Date and (y) the Executive Committee Transition Datesuch second year, AZTLAN shall be each entitled to request that one (1) additional Director of the Principals (for so long as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year; (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers AZTLAN is appointed to the Executive Committee in which case PRISA shall reduce the number of Directors to one (1). After the elapse of the second year PRISA will appoint two (2) Directors for so long as the term of such individuals continue third year, after which AZTLAN will be again entitled to make the same request of two (2) Directors which will imply PRISA reducing the number of Directors to one (1). This mechanism will be employed by a right for AZTLAN on every alternate year while this Agreement is in force and AZTLAN holds at least 5% of the Corporation or its Subsidiaries or Affiliates);capital in FMCS. (ciii) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the The Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member vote on all types of resolutions relating to the day to day Business of FMCS, and expressly on the appointment and removal of the General Manager and the Chief Operating Officer, and on the approval of the annual budget of FMCS. Notwithstanding the above, the Executive Committee will not be entitled to vote on all those actions or resolutions relating to the same and defined in Clause 5(xi) and 5(xii) above, which shall be reserved exclusively to the meetings of the Board of Directors. (Biv) (i) the size Resolutions of the Executive Committee shall be determined approved by a majority of votes of the BoardExecutive Committee Members present or represented by proxy by another Executive Committee Member. (v) In all that has not been expressly referred to in this Clause 6.1, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting members of the Executive Committee shall be selected governed by the Board from among the Directors then serving on the Board; and (e) The Executive Committee shall have such duties as delegated to it by rules set forth for the Board in Clause 5 above and be responsible generally for managing the affairs of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Executive Committee shall be determined by a simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the BoardFMCS' Charter.

Executive Committee. Until (1) When the Principal Rights Termination Date:Assembly has established an Executive Committee, that Committee shall be sub• ject to the provisions set forth hereinafter. (a) The composition Executive Committee shall, subject to Article 57(8), consist of States elected by the Assem• xxx from among States members of the Executive Committee of the Board (the “Executive Committee”) during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, shall be each of the Principals (for so long as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year;Assembly. (b) During the first year after the earlier The Government of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting State member of the Executive Committee and (B) (i) the size of the Executive Committee shall be determined represented by the Boardone delegate, but shallwho may be assisted by alternate delegates, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal)advisors, and experts. (ii3) The number of States members of the other voting Exec• utive Committee shall correspond to one-fourth of the number of States members of the Assembly. In estab• lishing the number of seats to be filled, remainders after division by four shall be disregarded. (4) In electing the members of the Executive Committee, the Assembly shall have due regard to an equitable geographical distribution. (a) Each member of the Executive Committee shall serve from the close of the session of the Assem• xxx which elected it to the close of the next ordinary session of the Assembly. (b) Members of the Executive Committee may be selected re-elected but only up to a maximum of two- thirds of such members. (c) The Assembly shall establish the details of the rules governing the election and possible re• election of the members of the Executive Committee. (a) The Executive Committee shall: (i) prepare the draft agenda of the Assem• xxx: (ii) submit proposals to the Assembly in respect of the draft program and biennial budget of the Union prepared by the Board from among Director General: (iii) [deleted] (iv) submit, with appropriate comments, to the Directors then serving Assembly the periodical reports of the Director General and the yearly audit reports on the Board; andaccounts: (ev) take all necessary measures to ensure the execution of the program of the Union by the Director General, in accordance with the decisions of the Assembly and having regard to circumstances arising between two ordinary sessions of the Assem• xxx: (vi) perform such other functions as are allocated to it under this Treaty. (b) With respect to matters which are of interest also to other Unions administered by the Organization, the Executive Committee shall make its decisions after having heard the advice of the Coordi• nating Committee of the Organization. (a) The Executive Committee shall have such duties as delegated to it meet once a year in ordinary session upon convocation by the Board Director General, preferably during the same period and be responsible generally for managing at the affairs same place as the Coordination Committee of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Organization. (b) The Executive Committee shall be determined meet in extraordinary session upon convocation by a simple majority votethe Direc• tor General, either on his own initiative or at the request of its Chairman or one-fourth of its members. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting (8)(a) Each State member of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the Board.Executive

Executive Committee. Until At such time as there are nine Members, the Principal Rights Termination Date: (a) The composition of the Board shall establish and elect an Executive Committee of the Board which shall consist solely of three (3) Officers consisting of the “Executive Committee”) during President, First Vice President, and Secretary/Treasurer, which shall exist thereafter. At such time as there are 11 Members, the first year after the earlier of (x) the Effective Date Board shall establish and (y) the elect an Executive Committee Transition Date, shall be each of the Principals Board which shall consist solely of five (for so long as such Principal serves on 5) Officers, with the Board) and Xxx Xxxxxxx (for so long as Xxaddition of the Immediate Past President, which shall exist thereafter. Xxxxxxx continues Should the Immediate Past President no longer hold elected office then a Member at Large may be appointed by the Board to serve on the Board) who shall serve as chairman Executive Committee. The qualifications of the Executive Committee during such year; (b) During the first year after the earlier Member at Large are that they must be an elected or appointed Mayor or Council Member of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) a Member of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves Agency but need not be on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of Directors. The terms of office of the Executive Committee and (B) (i) the size Members of the Executive Committee shall be determined one year. The Executive Committee shall conduct the business of the Agency between meetings of the Board, exercising all those powers as provided for in this Article, or as otherwise delegated to it by the Board. The Executive Committee, subject to approval by the Board of Directors, shall exercise all powers or duties of the Board relating to the entering, approval and execution of agreements, leases, and other instruments of or relating to the finances of the Joint Powers Agency within the previously approved annual budget or amended budget. The Executive Committee may have additional powers delegated to it by the Board, but shall, except for the adoption of the Agency's annual budget. Any additional powers and duties delegated shall be specified in no event, exceed seven (7) voting members (including a Resolution adopted by the Principals so long as such Principal serves on Board. The Executive Committee shall obtain approval from the Board before authorizing or conducting any investigations into the business of the Agency and before taking personnel action. These actions must be authorized by a majority vote of the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting members Executive Committee. Each meeting of the Executive Committee shall be selected by the Board from among the Directors then serving on the Board; and (e) The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally for managing the affairs of the Board between its meetingscalled, noticed, held, and providing guidance to senior management and recommendations to conducted in accordance with the Board regarding its strategicXxxxx X. Xxxxx Act, financial and operating plans and performanceGovernment Code Section 54950 et seq., and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Executive Committee shall be determined by a simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the Boardamended.

Executive Committee. Until the Principal Rights Termination Date: (a) The composition Symyx and TDCC shall establish a committee comprised of the Executive Committee of the Board one representative each from Symyx and TDCC (the “"Executive Committee”) during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, shall be each of the Principals (for so long as such Principal serves "). Each party's representative on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year; (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee and (B) (i) the size of the Executive Committee shall be determined selected by the Board, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal)that party, and (ii) either party may replace its Executive Committee representative at any time, upon written notice to the other voting party. The initial members of the Executive Committee shall be selected by the Board from among the Directors then serving on the Board; and (e) [******] for TDCC and [******] for Symyx. The Executive Committee shall have such duties as delegated to it meet at least twice per year at locations and times agreed by the Board and be responsible generally for managing the affairs of the Board between its meetingsparties, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions members of the Executive Committee may participate in any such meeting in person, by telephone, or by televideo conference. Special meetings of the Executive Committee may be called by either party on fifteen (15) days written notice to the other party. Upon consent of the parties, other representatives of Symyx or TDCC may attend Executive Committee meetings as nonvoting observers. Symyx shall prepare minutes of each Executive Committee meeting, which minutes shall be determined subject to approval by a simple majority voteTDCC and after approval will be signed by Executive Committee representatives of each party. The Executive Committee shall (i) oversee the direction of the overall relationship between TDCC and Symyx, (ii) resolve any disputes not resolved by the Research Committee, (iii) set the direction of the Research Program within the bounds set forth in this Agreement and the Research Plan, and (iv) decide upon changes in Fields. In the event that the Executive Committee is deadlocked, cannot reach unanimous agreement on matters related to the full Board may consider and decide such matter. At each meeting conduct of the BoardResearch Program other than: (a) the interpretation of obligations of confidentiality under this Agreement, (b) the amount of any payments due hereunder, (c) intellectual property ownership, (d) additions to or changes in the scope of the Fields, (e) staffing of research projects, (f) expenditures by Symyx in conducting the Research Program, and (g) rights granted under Article 4, TDCC shall have the right to cast the deciding vote. Unresolved disputes related to (a), (b), (c), (d), (e), (f), or (g) shall be subject to binding arbitration by either party as set forth in Section 13.16, in the absence of a unanimous decision by the two members of the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the BoardCommittee.

Executive Committee. Until the Principal Rights Termination Date: (a) There is hereby created and established the Executive Com- mittee of Company. The composition management and control of the Company and each Subsidiary shall be vested in the Executive Committee which shall be responsible for the approval of all Major Decisions and the adoption of other policy procedures respecting the business affairs of the Company and each Subsidiary. Except as otherwise expressly provided in this Agreement, no action shall be taken, sum expended, decision made or obligation incurred by the Company or any Subsidiary with respect to a matter within the scope of any of the Major Decisions, unless such matter has been expressly approved by the Executive Committee or unless express provision therefor has been made as part of the Annual Business Plan, the Operating Budget, any Project Operating Budget or a Final Presentation, in each instance as approved by the Executive Committee, except that the Manager of the Company shall be authorized to make any payment or take any action with respect to any contractual or legal obligations of the Company or a Subsidiary which have been duly authorized by the Executive Committee. (b) Subject at all times to subsection 4.1(1) hereof, the Execu- tive Committee shall at all times consist of four (4) members, two (2) of whom shall be designated by the Developer Member and two (2) of whom shall be designated by the GECC Member. Each Member may appoint an alternate for each member appointed by it to the Executive Committee, and the members and alternates representing a Member may act interchangeably and with equal authority with the members. Each member or alternate appointed to the Executive Committee shall represent the interests of the Member making such appointment or designation. (c) Initially, the members of the Executive Committee designated by each Member are as follows: Developer Member GECC Member ---------------- ----------- Xxxx Xxxxxxxx Xxxxx Xxxxx Xxxxxxxxxxx X. Xxxx Xxxx Xxxxxxx (d) Each Member shall have the power and authority to remove any member or alternate member of the Executive Committee designated by it by delivering written notice of such removal to the Company and the other Member. Vacancies on the Executive Committee shall be filled by the Member which appointed the Executive Committee member or alternate member previously holding the position which is then vacant. (e) All of the members or alternate members of the Executive Committee representing a Member shall collectively be entitled to cast one (1) vote on behalf of that Member with respect to any decision made by the Executive Committee: provided that if only one member or alternate member representing a Member is present at a meeting of the Executive Committee, the member or alternate member so present shall be entitled to cast the one (1) vote on behalf of such Member. (f) Regular meetings of the Executive Committee may be held at such times and places as may be disignated from time to time by resolution of the Executive Committee and communicated to all members and alternate members of the Executive Committee. Special meetings of teh Executive Committee may be called by the Manager or any member of the Executive Committee upon five (5) Business Days' notice to all members and alternates by telephone or telefax. The Executive Committee may conduct its meetings through the use of any means of communication by which all members participating may hear each other during the meeting. An agenda for each meeting shall be prepared in advance by the Manager in consultation with the GECC Member. Subject at all times to subsection 4.1(1) hereof, two (2) members or alternate members of the Executive Committee, one representing each Member, shall constitute a quorum. Unanimous concurring votes shall be required for all actions of the Executive Committee and such unanimous concurring votes shall be binding upon both Members for all matters, including, without limiation, financing, refinancing, conveyance of some or all of the Company's assets, dissolution of the Company, and execution of contracts. Any action required or permitted to be taken by the Executive Committee may be taken by written consent signed by the number of members or alternates required to approve such actions and taken at a meeting of the Executive Committee. (g) With advance notice to the members representing the other Member, an Executive Committee member or alternate representing either Member, may invite to any meeting of the Executive Committee any Person having an equity interest in the Member represented or in any constituent entity thereof, ot any legal counsel, consultant or other agent of any such party, provided that no Persons other than the Executive Committee members or alternates shall be entitled to vote with respect to any proceedings of the Executive Committee. (h) The Manager shall cause written minutes to be prepared of all actions taken by the Executive Committee whether by formal meeting, telephonic meeting or otherwise, and, within twenty (20) Business Days after any such meeting, shall deliver a copy thereof to each member or alternate member of the Executive Committee in attendance at such meeting for his or her review and written approval, which written approval shall be required in order to evidence the approval of any action taken by the Executive Committee. (i) In addition to the foregoing, the Executive Committee may adopt other procedures and methods designed to permit the business of the Company and the Subsidiaries to proceed in any orderly and prompt manner, nothwithstanding the necessity of Executive Committee aprocal hereunder, so long as such procedures and methods are calculated to keep members and alternates of the Executive Committee advised of the affairs of the Company and allow for a reasonable period for objection by any member of the Executive Committee. (j) The members and alternates of the Executive Committee representing each Member may rely absolutely on the vote, consent, approval, disapproval or execution and delivery of any instrument by any member or alternate representing the other Member as having been fully authorized and approved by the other Member, and no member or alternate is authorized or required to inquire as to whether any member or alternate representing the other Member was actually authorized by the Member represented by him or her. (k) Members and alternates of the Executive Committee shall not receive any compensation or other remuneration from the Company for their services to the Company. (l) Upon either Member (or a permitted transferee of such Member) ceasing to be a Member in the Company, such Member (or such permitted transferee) shall cause the members and alternates appointed by it to the Executive Committee to resign from the Executive Committee of the Board (the “Executive Committee”) during the first year after the earlier of (x) the Effective Date and (y) Company in which event the Executive Committee Transition Date, shall will consist of only two (2) members who will be each designated by the remaining Member. (m) At the request of the Principals (for so long as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year; (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Dateother Member, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx Member shall serve as non-voting observers remove any member or alternate to the Executive Committee appointed by it who (for so long as such individuals continue a) engages in a pattern or practice of not adhering to be employed by the Corporation Company's Integrity Policy, (b) misappropriates or its Subsidiaries converts any funds of the Company or Affiliates); a Subsidiary to his or her personal use, (c) One (1) Director appointed is declared to the Board be an incompetent in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; any judicial proceedings, or (d) Following the first anniversary of the earlier of is indicted for a felony (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee and (B) (i) the size of the Executive Committee shall be determined by the Board, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principalwhether or not convicted), and (ii) the other voting members of the Executive Committee shall be selected by the Board from among the Directors then serving on the Board; and (e) The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally for managing the affairs of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Executive Committee shall be determined by a simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the Board.

Executive Committee. Until the Principal Rights Termination Date: (a) An Executive Committee is established for the purposes of reviewing and advising on policy issues at the request of the Executive Director or the Board and making recommendations to the Executive Director, and of making recommendations to the Board regarding the appointment of the Executive Director and thereafter periodically reviewing the performance of the Executive Director and to otherwise assist and advise the Board and the Executive Director. The composition Executive Committee shall be chaired by the Board Chair. Members of the Executive Committee shall be appointed by action of the Board each year at the Annual Meeting of the Board, consistent with the following provisions. (the “Executive Committee”b) during For the first year three (3) full calendar years after the earlier of (x) the Effective Date and (y) Date, the Executive Committee Transition Date, shall be each comprised of (i) the Principals current Chair, (for so long as such Principal serves ii) a Trustee representing DMWW unless it is already represented on the BoardExecutive Committee, (iii) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve a Trustee representing WDMWW unless it is already represented on the BoardExecutive Committee; (iv) a Trustee representing UWU unless it is already represented on the Executive Committee; (v) the most recently presiding Chair prior to the current Chair who remains a current Trustee, if applicable; and (vi) one (1) additional Trustee selected at-large. The foregoing provision notwithstanding, at no time shall serve as chairman the membership of the Executive Committee during such year; (b) During equal or exceed the first year after quorum for the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee and (B) (i) full Board. If the size of the Executive Committee shall must be determined by reduced to meet this condition, the Board, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting members membership of the Executive Committee shall be selected reduced by eliminating one or more categories named above in reverse order as named above, that is category (vi), then (v) and so on. (c) After the first three (3) full calendar years, the Executive Committee shall be comprised of (i) the current Chair; (ii) the most recently presiding Chair prior to the current Chair who remains a current Trustee; (iii) three (3) additional Trustees representing Member Agencies with the highest Annual Demand over the preceding five (5) -year period unless those Trustees are already represented on the Committee; and (iv) one additional Trustee representing the otherwise unrepresented Member Agencies. The foregoing notwithstanding, at no time shall the membership of the Executive Committee equal or exceed the quorum for the full Board. If the size of the Executive Committee must be reduced to meet this condition, the number of committee members in category (iii) shall be reduced as required to meet this condition, by eliminating the representative of the Member Agency under Subsection (c)(iii) with the lowest Annual Demand followed by the Board from among the Directors then serving on the Board; andnext lowest, and so on. (ed) The Executive Committee shall have such duties as delegated to it by meet at the Board and be responsible generally for managing the affairs call of the Board between Chair or at the request of the Executive Director to fulfill its meetings, purposes as set forth herein and providing guidance to senior management and recommendations such other duties as may be assigned to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties Executive Committee by resolution of the Board. Decisions Member Agencies shall all be provided at least two (2) days’ advance notice of, and an Agenda for, all meetings of the Executive Committee shall be determined by a simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the BoardCommittee.

Executive Committee. Until the Principal Rights Termination Date: (a) The composition of the Executive Committee of the Board (the “Executive Committee”) during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, shall be each of the Principals (for so long as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year; (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee and (B) (i) the size of the 9.3.1 An Executive Committee shall be determined by the Board, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting formed which shall consist of three members of the Executive Management Committee and their Alternates representing Partners holding interests in each of the three voting blocs. The Chairman of the Management Committee shall be selected by the Board from among the Directors then serving on the Board; and (e) The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally for managing the affairs Chairman of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the BoardExecutive Committee. Decisions of the Executive Committee shall be determined by majority vote of the members, provided that all members are present and voting. Each member shall serve on the Committee for a simple majority votetwo year term, unless his successor shall earlier be duly appointed or until his earlier death, ineligibility to serve, resignation or removal by the Partner which appointed him. 9.3.2 The Executive Committee shall meet twice annually subject to less frequent meetings upon the affirmative vote of members of the Management Committee representing 75% or more of the total Percentage Interests of the Partners, and at such other times as called by its Chairman, or by any two members of the Committee by notice to the Chairman. In The Chairman shall designate the event time and place of all Executive Committee meetings and shall provide notice of and an agenda for each meeting at least five days prior to the date thereof, unless such notice is waived by all Committee members. Meetings shall be conducted in accordance with the Terms of Reference of the Executive Committee, as the same may be revised by the Management Committee from time to time. Written minutes of each meeting shall be maintained. Any member of the Management Committee may attend any meeting of the Executive Committee; provided, however, that there shall be no requirement to provide notice of such meetings to any member of the Management Committee who is deadlockednot also a member of the Executive Committee. 9.3.3 The Executive Committee shall, on behalf of the full Board Partnership: (a) Subject to such limitations as the Management Committee may consider establish, review and decide authorize, if warranted, proposed expenditures by the Operator not otherwise permissible under the terms of the Operating Agreement and which cannot be deferred until the next planned Management Committee meeting; (b) Review and recommend approval of proposals presented by the Operator regarding financing, proposed Incremental Expansions and other items of Partnership business; (c) Review with the Operator significant policy issues, business plans, budgets and proposed acquisitions and/or divestitures and make recommendations to the Management Committee with respect to the same; and (d) Perform such matter. At other responsibilities as are set forth in the Terms of Reference for the Executive Committee, as the same may be revised by the Management Committee from time to time. 9.3.4 The Executive Committee shall report fully to the Management Committee at each meeting of the Board, Management Committee and at such other times and places as the Executive Management Committee shall deliver a report as to any actions or decisions taken by the Executive Committee in the period since the last such report was delivered to the Boarddeems advisable.

Executive Committee. Until 6.1 Membership on the Principal Rights Termination Date: (a) The composition of the Executive Committee There is hereby established an Executive Committee of the Board (Dakota 911, the “Executive Committee”) during members of which shall serve without salary and shall oversee the first year after the earlier of (x) the Effective Date operations and (y) the Executive Committee Transition Date, shall be each functions of the Principals (for so long Dakota 911 as such Principal serves on set forth in this Article and the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman Bylaws of the Executive Committee during such year; (b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates); (c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date; (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee and (B) (i) the size of the Committee. The Executive Committee shall consist of the chief administrators of each Member. Each Member shall have one seat on the Executive Committee. Each Member may also designate a second employee or staff person as an alternate representative to attend Committee meetings and vote, on behalf of such Member, on matters brought before the Committee when a representative is absent, consistent with the procedures set forth in the Bylaws. Each representative and alternate representative shall serve without salary, but each may be reimbursed for necessary expenses incurred in connection with the Dakota 911 business, as determined by the BoardBoard of Directors. If any Committee representative ceases to be the chief administrator of a Member, but shall, in no event, exceed seven (7) voting members (including such seat may be occupied by the Principals so long as alternate representative until a successor chief administrator or interim chief administrator is appointed by such Principal serves on the Board Member. 6.2 Purpose and the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting members Powers of the Executive Committee shall be selected by the Board from among the Directors then serving on the Board; and (e) The Executive Committee shall have such duties as delegated the following powers and duties: a. provide direction and oversight of the operations of the Dakota 911, subject to it the policy direction established by the Board of Directors, and within the limits fixed by the operating and capital budgets, provided that no financial obligation exceeding the amount of the approved budget shall be responsible generally for managing incurred by the affairs Executive Committee without the prior consent of the Board between its meetingsof Directors; b. carry out the policy decisions of the Board of Directors and make recommendations to the Board of Directors; c. adopt Committee Bylaws and amend the Bylaws from time to time as it deems necessary; d. review all administrative decisions concerning personnel, development efforts, operations, cost sharing, expenditure approval, utilization of personnel and equipment, and providing guidance operational decisions made by the Executive Director as deemed necessary by the Committee; e. assist the Board of Directors in the recruitment of candidates for the position of Executive Director and the review of candidate qualifications and provide recommendations to senior management the Board of Directors on the hiring, termination and review of the performance of the Executive Director; f. conduct an annual evaluation of the Executive Director's performance and present its findings and recommendations to the Board regarding its strategic, financial of Directors before the date the Board approves the annual operating and operating plans capital budgets; g. establish and performance, and key employment decisions, in each case, consistent with and subject assign tasks to applicable law and securities regulations and advisory subcommittees as the fiduciary duties Committee deems necessary; h. make recommendations to the Board of Directors on changes to the membership of the Board. Decisions of Dakota 911; i. Review, modify and approve to the Executive Committee shall be determined by a simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider proposed annual operating and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as to any actions or decisions taken capital budgets prepared by the Executive Committee in the period since the last such report was delivered Director prior to submittal to the BoardBoard of Directors.

Executive Committee. Until the Principal Rights Termination Date: (a) Except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be vested in and controlled by the Members, acting through their designated representatives on the Executive Committee. The composition Executive Committee shall have responsibility for establishing the policies and operating procedures with respect to the business and affairs of the Company and for making all decisions as to all matters which the Company has authority to perform. All voting rights of the Members shall be exercised by their designated representatives on the Executive Committee and the Members shall not possess any separate voting rights. Each Member entitled to vote shall have one (1) vote on the Executive Committee, which vote may be exercised by any of its designated representatives. All decisions with respect to the management and control of the Board (the “Executive Committee”) during the first year after the earlier of (x) the Effective Date and (y) Company approved by the Executive Committee Transition Date, shall be each of binding upon the Principals (for so long as such Principal serves on the Board) Company and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year;all Members. (b) During Except as otherwise expressly provided in this Agreement or provided for in any Annual Business Plan, the first year after following decisions, and all other decisions except those expressly delegated herein or in the earlier Annual Business Plan to the Administrative Member (“Major Decisions”) shall require a Unanimous Vote of the Executive Committee: (x1) Approval and implementation (to the extent not expressly delegated) of Annual Business Plans and any amendments or modifications thereto; (2) selection and removal of the Administrative Member and the Project Director, except as provided in Section 8.2(d) below; (3) the Effective Date expenditure of any amount that exceeds the line item for such type of expenditure for such calendar year in the Budget for the Project contained in the then current Annual Business Plan by more than Ten Thousand Dollars ($10,000.00) for any single item or more than Fifty Thousand Dollars ($50,000) in the aggregate for any given Development Phase; provided, the Administrative Member shall have the authority to make any expenditure it deems to be necessary or appropriate as a result of an emergency to protect life or property; (4) any call for Additional Capital Contributions not otherwise required by the Real Property Contract or the Annual Business Plan; (5) submission of rezoning plans, preliminary plans, site plans, and (y) Subdivision Plat applications and the Executive Committee Transition Date, each approval of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers any material additions or changes to land use entitlements or other agreements relating to the Executive Committee development of the Real Property; (for so long as such individuals continue 6) any sale of any portion of the Real Property to be employed a Person other than a Member, and the execution of contracts of sale, deeds, and other instruments in connection therewith; (7) Any sale of any portion of the Real Property, or any grant of a lease, option, or other right to acquire any portion of the Real Property, except pursuant to terms contemplated by the Corporation Annual Business Plan, or its Subsidiaries any purchase of any real property in addition to the Real Property; (8) Except as specifically authorized by the Annual Business Plan or Affiliatesthis Agreement, any transaction between the Company and a Member (or an Affiliate of a Member) and any amendment, modification, or waiver of any provision of any agreement between the Company and a Member (or an Affiliate of a Member); (9) Any financing, refinancing or securitization of the Real Property or any portion thereof, the execution and delivery of any documents, agreements or instruments evidencing, securing or relating to any such financing; (10) The scope and form of insurance to be carried by the Company, and any modification, termination, making of any claim under, or any other decision that materially affects, any insurance policies carried by the Company; (11) The amount of reserves to be maintained by the Company as provided in Section 3.1; (12) Any decision that will (A) cause the termination of the Company for federal income tax purposes, or (B) cause the Company to be treated for federal income tax purposes as an association taxable as a corporation; (13) The commencement by the Company of any case under the Bankruptcy Code (Title 11 of the United States Code) or commencement by the Company of any other bankruptcy, arrangement, reorganization, receivership, custodianship, or similar proceeding under any federal, state, or foreign law; (14) Admission of additional Members to the Company and the terms and conditions of any such admission; (15) Any amendment of this Agreement or the Certificate, or of any of the Real Property Contracts; (16) Any merger of the Company with or into another business entity; and (17) The dissolution of the Company pursuant to Section 9.1(b). (18) The execution on behalf of the Company of any contract or agreement providing for payments in excess of Ten Thousand Dollars ($10,000.00) for any single item or more than Fifty Thousand Dollars ($50,000) in the aggregate for any given Development Phase, and all contracts and agreements in excess of such amount shall be executed on behalf of the Company by both Members; (19) Making any distributions to Members; (20) Settling or compromising any insurance claim or legal proceedings or claims brought by or against the company or the Real Property; (21) Confessing a judgment against the Company; and (22) Binding the Company as guarantor or surety for any Person. (23) Causing the Company to acquire any real property other than the Real Property. (24) Agreeing to the terms upon which any existing lease of a portion of the Real Property shall be modified or terminated. (25) Establishing the accounting procedures used by the Company, including, without limitation, the guidelines used for capitalization and expensing of development costs. (c) One (1) Director appointed If the Company has the right, but not the obligation, to repurchase Lots that the Board in accordance with Section 1.10(a) Company has sold to a Member or an Affiliate of a Member, the Company’s decision to repurchase the Lots shall require the approval of the Athene Merger Agreement shall serve as a non-voting observer other Member unless such Member has lost its right to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date;vote pursuant to Section 8.3(a). (d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee and (B) (i) the size Meetings of the Executive Committee shall be determined held at the office maintained by the BoardAdministrative Member pursuant to Section 4.3, but shall, in no event, exceed seven or such other office (7which need not be a place of business of the Company) voting members (including as the Principals so long as such Principal serves on Executive Committee may designate from time to time. The Executive Committee shall meet at least once each calendar month throughout the Board and remaining term of the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting members Company. Regular meetings of the Executive Committee shall may be selected held without notice if the time of such meetings is fixed by the Board from among Executive Committee. Special meetings of the Directors then serving Executive Committee may be called by any Member upon not less than three (3) business days written notice to all representatives on the Board; andExecutive Committee, except as waived in writing by the Members. A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Executive Committee. The representatives on the Executive Committee may participate in a meeting of the Executive Committee through the use of conference telephones or similar communications equipment, as long as all persons participating in the meeting can hear one another. Participation in a meeting pursuant to the preceding sentence constitutes presence in person at the meeting. (e) The Executive Committee shall have such duties as delegated Any action required or permitted to it be taken at any meeting may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, is signed on behalf of each Member by the Board and be responsible generally for managing the affairs one of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of designated representatives on the Executive Committee Committee; provided, however, that any solicitation for a written consent and any supporting information shall be determined by a simple majority vote. In the event the Executive Committee is deadlocked, the full Board may consider and decide such matter. At each meeting of the Board, the Executive Committee shall deliver a report as sent to any actions or decisions taken by all representatives on the Executive Committee in the period since same manner and at approximately the last such report was delivered same time. (f) Project Director’s chief operating officer, or another representative of Project Director reasonably acceptable to the BoardExecutive Committee, shall meet with the Executive Committee as frequently as twice in each calendar month at the request of the Executive Committee to review the status of the Project. At such meetings, Project Director’s representative shall deliver reports respecting all current and prospective developments respecting the Project and shall submit such other reports as may be reasonably requested by the Executive Committee.