Common use of Officers; Employees Clause in Contracts

Officers; Employees. (a) Unless otherwise mutually agreed by the Members, the Executive Officers of the Company with specific titles shall be designated as: the President/Chief Executive Officer (“President”) and the Executive Vice President (“Executive Vice President”). The President and Executive Vice President shall be elected by the Board of Executive Officers and serve three successive one-year terms, with the first such set of terms ending at complete adjournment of the annual meeting of Members for the Fiscal Year last to end within one (1) year after his or her assumption of the officership. Toshiba shall have the right to nominate the first President and SanDisk shall have the right to nominate the first Executive Vice President, and then the Members will then alternate such nominating rights for each three year term for such positions. The President or Executive Vice President, as applicable, nominated by a Member, shall be designated by such Member as a shokumu shikko sha of the Company on behalf of such Member for purposes of the Companies Act. Each nominee for the President and for the Executive Vice President shall be subject to the consent of the non-nominating Member, which consent shall not unreasonably be withheld. In addition to the President and Executive Vice President, the Board of Executive Officers may appoint such other officers from time to time as it deems necessary or advisable in the conduct of the business and affairs of the Company. Any individual may hold more than one office. (b) The President shall have the authority to retain other senior management of the Company, subject to the prior approval of the Board of Executive Officers. (c) The Company shall have agreements with and policies applicable to each of its officers, employees and consultants who are not members of the SanDisk Team, in forms acceptable to each Member, and shall also have appropriate arrangements with its members of the SanDisk Team, in each case with respect to (i) protection of confidential information, (ii) patent and copyright assignment, (iii) invention disclosure (including improvements and advances) and assignments thereof and (iv) in respect of certain employees who are not members of the SanDisk Team, non-competition.

Officers; Employees. (a) Unless otherwise mutually agreed by the Members, the Executive Officers The executive officers of the Company with specific titles shall be designated as: the President/Chief Executive Officer (“President”) and the Executive Vice President (“Executive Vice President”). The President and Executive Vice President , each of whom shall be elected appointed alternately by the Board of Executive Officers SENA and SanDisk to serve three successive onethree-year terms, with the first such set of terms ending at complete adjournment of the annual meeting of Members for the Fiscal Year last to end within one (1) year after his or her assumption of the officership. Toshiba shall have the right to nominate the first President and SanDisk shall have the right to nominate the first Executive Vice President, and then the Members will then alternate such nominating rights for each three year term for such positions. The President or Executive Vice President, as applicable, nominated by a Member, shall be designated by such Member as a shokumu shikko sha of the Company on behalf of such Member for purposes of the Companies Act. Each nominee for the President and for the Executive Vice President shall be subject to the consent of the non-nominating appointing Member, which consent shall not unreasonably be withheld. In addition to the President and Executive Vice Presidentaddition, the Board of Executive Officers Operating Committee may appoint such other officers from time to time as it deems necessary or advisable in the conduct of the business and affairs of the Company. Any individual may hold more than one office. SENA shall appoint the Company's first President/Chief Executive Officer and SanDisk shall appoint the Company's first Executive Vice President. One or more executive officers of the Company may attend any meeting of the Operating Committee at the invitation of the Member Representative designated for this purpose by either Member. (b) The President President/Chief Executive Officer shall have the authority to retain other senior management of the Company, subject to the prior approval of the Board of Executive OfficersOperating Committee. (c) Employees of the Parents (or any of their Subsidiaries) may provide services to the Company as Seconded Employees. Any liabilities in respect of the employment of such Seconded Employees for periods prior to the commencement or following the termination of their assignment to the Company shall be retained by the relevant Parent (or its Subsidiary) that assigned such Seconded Employee to the Company. Financial responsibility for the salary, employment-related Taxes, benefits and temporary expenses relating to Seconded Employees shall be allocated as provided in Section 7.07 (Personnel) of the Master Agreement. Seconded Employees other than the Company's executive officers referred to in Section 5.02(a) (Officers; Employees) may be removed for cause by the Company's management and may be removed with or without cause by the Operating Committee. The Operating Committee shall have the right to terminate the services of the executive officers of the Company with or without cause. (d) The Company shall will have agreements with and policies applicable to each of its officers, employees and consultants who are not members of the SanDisk TeamSeconded Employees, in forms acceptable to each Member, and shall also have appropriate arrangements with its members of the SanDisk TeamSeconded Employees, in each case with respect to (i) protection of confidential information, (ii) patent and copyright assignment, (iii) invention disclosure (including improvements and advances) and assignments thereof and (iv) in respect of certain employees who are not members Seconded Employees, by agreement of the SanDisk TeamOperating Committee, non-competition.

Officers; Employees. (a) Unless otherwise mutually agreed by the MembersShareholders, the Executive Officers Directors of the Company with specific titles shall be designated as: the Representative Director/President/Chief Executive Officer (“President”) and the Representative Director/Executive Vice President (“Executive Vice President”). The President and Executive Vice President shall be elected by the Board of Executive Officers Directors and serve three successive one-year terms, with the first such set of terms ending at complete adjournment of the annual meeting of Members Shareholders for the Fiscal Year fiscal year last to end within one (1) year after his or her assumption of the officership. Toshiba shall have the right to nominate the first President and SanDisk shall have the right to nominate the first Executive Vice President, and then the Members Shareholders will then alternate such nominating rights for each three year term for such positions. The President or Executive Vice President, as applicable, nominated by a Member, shall be designated by such Member as a shokumu shikko sha of the Company on behalf of such Member for purposes of the Companies Act. Each nominee for the President and for the Executive Vice President shall be subject to the consent of the non-nominating MemberShareholder, which consent shall not unreasonably be withheld. In addition to the President and Executive Vice President, the Board of Executive Officers Directors may appoint such other officers from time to time as it deems necessary or advisable in the conduct of the business and affairs of the Company. Any individual may hold more than one office. (b) The President shall have the authority to retain other senior management of the Company, subject to the prior approval of the Board of Executive OfficersDirectors. (c) The Company shall have agreements with and policies applicable to each of its officers, employees and consultants who are not members of the SanDisk Team, in forms acceptable to each MemberShareholder, and shall also have appropriate arrangements with its members of the SanDisk Team, in each case with respect to (i) protection of confidential information, (ii) patent and copyright assignment, (iii) invention disclosure (including improvements and advances) and assignments thereof and (iv) in respect of certain employees who are not members of the SanDisk Team, non-competition.

Officers; Employees. (a) Unless otherwise mutually agreed by the MembersShareholders, the Executive Officers Directors of the Company with specific titles shall be designated as: as the Representative Director/President/Chief Executive Officer (“President”) and the Representative Director/Executive Vice President (“Executive Vice President”). The President and Executive Vice President shall be elected by the Board of Executive Officers Directors and serve three successive one-year terms, with the first such set of terms ending at complete adjournment of the annual meeting of Members Shareholders for the Fiscal Year fiscal year last to end within one (1) year after his or her assumption of the officership. Toshiba shall have the right to nominate the first President and SanDisk shall have the right to nominate the first Executive Vice President, and then the Members Shareholders will then alternate such nominating rights for each three year term for such positions. The President or Executive Vice President, as applicable, nominated by a Member, shall be designated by such Member as a shokumu shikko sha of the Company on behalf of such Member for purposes of the Companies Act. Each nominee for the President and for the Executive Vice President shall be subject to the consent of the non-nominating MemberShareholder, which consent shall not unreasonably be withheld. In addition to the President and Executive Vice President, the Board of Executive Officers Directors may appoint such other officers from time to time as it deems necessary or advisable in the conduct of the business and affairs of the Company. Any individual may hold more than one office., (b) The President shall have the authority to retain other senior management of the Company, subject to the prior approval of the Board of Executive OfficersDirectors. (c) The Company shall have agreements with and policies applicable to each of its officers, employees and consultants who are not members of the SanDisk Team, in forms acceptable to each MemberShareholder, and shall also have appropriate arrangements with its members of the SanDisk Team, in each case with respect to (i) protection of confidential information, (ii) patent and copyright assignment, (iii) invention disclosure (including improvements and advances) and assignments thereof and (iv) in respect of certain employees who are not members of the SanDisk Team, non-non competition.

Officers; Employees. (a) Unless otherwise mutually agreed by the MembersShareholders, the Executive Officers Directors of the Company with specific titles shall be designated as: as the Representative Director/President/Chief Executive Officer (“"President”") and the Representative Director/Executive Vice President (“"Executive Vice President”"). The President and Executive Vice President shall be elected by the Board of Executive Officers Directors and serve three successive one-year terms, with the first such set of terms ending at complete adjournment of the annual meeting of Members Shareholders for the Fiscal Year fiscal year last to end within one (1) year after his or 01· her assumption of the officership. Toshiba shall have the right to nominate the first President and SanDisk shall have the right to nominate the first Executive Vice President, and then the Members Shareholders will then alternate such nominating rights for each three year term for such positions. The President or Executive Vice President, as applicable, nominated by a Member, shall be designated by such Member as a shokumu shikko sha of the Company on behalf of such Member for purposes of the Companies Act. Each nominee for the President and for the Executive Vice President shall be subject to the consent of the non-nominating MemberShareholder, which consent shall not unreasonably be withheld. In addition to the President and Executive Vice President, the Board of Executive Officers Directors may appoint such other officers from time to time as it deems necessary or advisable in the conduct of the business and affairs of the Company. Any individual may hold more than one office., (b) The President shall have the authority to retain other senior management of the Company, subject to the prior approval of the Board of Executive OfficersDirectors. (c) The Company shall have agreements with and policies applicable to each of its officers, employees and consultants who are not members of the SanDisk Team, in forms fo1ms acceptable to each MemberShareholder, and shall also have appropriate arrangements with its members of the SanDisk Team, in each case with respect to (i) protection of confidential information, (ii) patent and copyright assignment, (iii) invention disclosure (including improvements and advances) and assignments thereof and (iv) in respect of certain employees who are not members of the SanDisk Team, non-non competition.

Officers; Employees. (a) Unless otherwise mutually agreed by the MembersUnitholders, the Executive Officers Directors of the Company with specific titles shall be designated as: the Representative Director/President/Chief Executive Officer (“President”) and the Representative Director/Executive Vice President (“Executive Vice President”). The President and Executive Vice President shall be elected by the Board of Executive Officers Directors and serve three successive one-year terms, with the first such set of terms ending at complete adjournment of the annual meeting of Members Unitholders for the Fiscal Year fiscal year last to end within one (1) year after his or her assumption of the officership. Toshiba shall have the right to nominate the first President and SanDisk shall have the right to nominate the first Executive Vice President, and then the Members Unitholders will then alternate such nominating rights for each three year term for such positions. The President or Executive Vice President, as applicable, nominated by a Member, shall be designated by such Member as a shokumu shikko sha of the Company on behalf of such Member for purposes of the Companies Act. Each nominee for the President and for the Executive Vice President shall be subject to the consent of the non-nominating MemberUnitholder, which consent shall not unreasonably be withheld. In addition to the President and Executive Vice President, the Board of Executive Officers Directors may appoint such other officers from time to time as it deems necessary or advisable in the conduct of the business and affairs of the Company. Any individual may hold more than one office. (b) The President shall have the authority to retain other senior management of the Company, subject to the prior approval of the Board of Executive OfficersDirectors. (c) The Company shall have agreements with and policies applicable to each of its officers, employees and consultants who are not members of the SanDisk TeamFP Secondees, in forms acceptable to each MemberUnitholder, and shall also have appropriate arrangements with its members of the SanDisk TeamFP Secondees, in each case with respect to (i) protection of confidential information, (ii) patent and copyright assignment, (iii) invention disclosure (including improvements and advances) and assignments thereof and (iv) in respect of certain employees who are not members of the SanDisk TeamFP Secondees, non-competition.

Officers; Employees. (a) Unless otherwise mutually agreed by the Members, the Executive Officers of the Company with specific titles shall be designated as: the President/Chief Executive Officer (“President”) and the Executive Vice President (“Executive Vice President”). The President and Executive Vice President shall be elected by the Board of Executive Officers and serve three successive one-year terms, with the first such set of terms ending at complete adjournment of the annual meeting of Members for the Fiscal Year last to end within one (1) year after his or her assumption of the officership. Toshiba shall have the right to nominate the first President and SanDisk shall have the right to nominate the first Executive Vice President, and then the Members will then alternate such nominating rights for each three year term for such positions. The President or Executive Vice President, as applicable, nominated by a Member, shall be designated by such Member as a shokumu shikko sha of the Company on behalf of such Member for purposes of the Companies Act. Each nominee for the President and for the Executive Vice President shall be subject to the consent of the non-nominating Member, which consent shall not unreasonably be withheld. In addition to the President and Executive Vice President, the Board of Executive Officers may appoint such other officers from time to time as it deems necessary or advisable in the conduct of the business and affairs of the Company. Any individual may hold more than one office. (b) The President shall have the authority to retain other senior management of the Company, subject to the prior approval of the Board of Executive Officers. (c) The Company shall have agreements with and policies applicable to each of its officers, employees and consultants who are not members of the SanDisk Team, in forms acceptable to each Member, and shall also have appropriate arrangements with its members of the SanDisk Team, in each case with respect to (i) protection of confidential information, (ii) patent and copyright assignment, (iii) invention disclosure (including improvements and advances) and assignments thereof and (iv) in respect of certain employees who are not members of the SanDisk Team, non-competition. **** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Officers; Employees. (a) Unless otherwise mutually agreed by the MembersUnitholders, the Executive Officers Directors of the Company with specific titles shall be designated as: the Representative Director/President/Chief Executive Officer (“"President”") and the Representative Director/Executive Vice President (“"Executive Vice President”"). The President and Executive Vice President shall be elected by the Board of Executive Officers Directors and serve three successive one-year terms, with the first such set of terms ending at complete adjournment of the annual meeting of Members Unitholders for the Fiscal Year fiscal year last to end within one (1) year after his or her assumption of the officership. Toshiba shall have the right to nominate the first President and SanDisk shall have the right to nominate the first Executive Vice President, and then the Members Unitholders will then alternate such nominating rights for each three year term for such positions. The President or Executive Vice President, as applicable, nominated by a Member, shall be designated by such Member as a shokumu shikko sha of the Company on behalf of such Member for purposes of the Companies Act. Each nominee for the President and for the Executive Vice President shall be subject to the consent of the non-nominating MemberUnitholder, which consent shall not unreasonably be withheld. In addition to the President and Executive Vice President, the Board of Executive Officers Directors may appoint such other officers from time to time as it deems necessary or advisable in the conduct of the business and affairs of the Company. Any individual may hold more than one office. (b) The President shall have the authority to retain other senior management of the Company, subject to the prior approval of the Board of Executive OfficersDirectors. (c) The Company shall have agreements with and policies applicable to each of its officers, employees and consultants who are not members of the SanDisk TeamFP Secondees, in forms acceptable to each MemberUnitholder, and shall also have appropriate arrangements with its members of the SanDisk TeamFP Secondees, in each case with respect to (i) protection of confidential information, (ii) patent and copyright assignment, (iii) invention disclosure (including improvements and advances) and assignments thereof and (iv) in respect of certain employees who are not members of the SanDisk TeamFP Secondees, non-competition.

Officers; Employees. (a) Unless otherwise mutually agreed by the MembersShareholders, the Executive Officers Directors of the Company with specific titles shall be designated as: the Representative Director/President/Chief Executive Officer (“President”) and the Representative Director/Executive Vice President (“Executive Vice President”). The President and Executive Vice President shall be elected by the Board of Executive Officers Directors and serve three successive one-year terms, with the first EXECUTION VERSION such set of terms ending at complete adjournment of the annual meeting of Members Shareholders for the Fiscal Year fiscal year last to end within one (1) year after his or her assumption of the officership. Toshiba shall have the right to nominate the first President and SanDisk shall have the right to nominate the first Executive Vice President, and then the Members Shareholders will then alternate such nominating rights for each three year term for such positions. The President or Executive Vice President, as applicable, nominated by a Member, shall be designated by such Member as a shokumu shikko sha of the Company on behalf of such Member for purposes of the Companies Act. Each nominee for the President and for the Executive Vice President shall be subject to the consent of the non-nominating MemberShareholder, which consent shall not unreasonably be withheld. In addition to the President and Executive Vice President, the Board of Executive Officers Directors may appoint such other officers from time to time as it deems necessary or advisable in the conduct of the business and affairs of the Company. Any individual may hold more than one office. (b) The President shall have the authority to retain other senior management of the Company, subject to the prior approval of the Board of Executive OfficersDirectors. (c) The Company shall have agreements with and policies applicable to each of its officers, employees and consultants who are not members of the SanDisk Team, in forms acceptable to each MemberShareholder, and shall also have appropriate arrangements with its members of the SanDisk Team, in each case with respect to (i) protection of confidential information, (ii) patent and copyright assignment, (iii) invention disclosure (including improvements and advances) and assignments thereof and (iv) in respect of certain employees who are not members of the SanDisk Team, non-competition.