Common use of President and Chief Operating Officer Clause in Contracts

President and Chief Operating Officer. (a) At the Effective Time, the President and Chief Operating Officer of the Corporation shall be Xxx Xxxxxxxx. During the Specified Period, Xxx Xxxxxxxx may not be terminated or demoted from the position of COO (or, in the event that Xxxxxx Xxxxxxxx is not the CEO, from the position of CEO) and no COO Functions (as defined below) may be changed without the affirmative vote of at least fourteen (14) directors. (b) Subject to the requirement that the COO consult with the CEO on all major decisions, the powers, rights, functions and responsibilities of the COO (collectively, the "COO Functions") shall include, without limitation, the following: (i) supervising, coordinating and managing the Corporation's business, operations, activities, operating expenses and capital allocation; (ii) matters relating to officers (other than the Chairman, CEO and COO) and employees, including, without limitation, hiring (subject to (A) the specific Board of Directors authority described below with respect to the CFO, the General Counsel and the Controller and (B) Section 5 below), terminating, changing positions and allocating responsibilities of such officers and employees; and (iii) substantially all of the powers, rights, functions and responsibilities typically exercised by a chief operating officer. All officers (other than the Chairman, CEO and COO) will report, directly or indirectly, to the COO (this reporting relationship will be deemed a COO Function). (c) In the event that Xxx Xxxxxxxx is not COO or CEO, the Board may terminate the COO's employment, eliminate the COO position and the Officers Nominating Committee and reallocate the COO Functions without regard to the other provisions of this Article XVIII.