Common use of Program Relationship Managers; Program Team Clause in Contracts

Program Relationship Managers; Program Team. (a) The Company and the Bank shall each appoint one full-time employee as Program relationship manager (each, a “Manager”). The Managers shall exercise day-to-day operational oversight of the Program, including the review, execution and/or approval (or disapproval) of all Manager Matters, and coordinate the partnership efforts between the Company and the Bank, shall report to the designees on the Marketing Committee and Strategic Operating Committee of the Party appointing such Manager and shall conduct their Program responsibilities in accordance with the actions and decisions of the Strategic Operating Committee made in compliance with the provisions of this Agreement. Managers will collaborate to determine regular meeting dates, reporting requirements, management processes, and critical business issues that should be brought to the Strategic Operating Committee in accordance with Section 3.2(d)(ii)(B). The Managers shall evidence approval of any Manager Matter by a writing signed by each Manager. The Managers shall also execute the annual business plan for the Program. The Company and the Bank shall endeavor to provide stability and continuity in the Manager positions and each Party’s other Program personnel. (b) The Manager of the Company as of the Effective Date is set forth in Schedule 3.3. (c) The Manager of the Bank as of the Effective Date is set forth in Schedule 3.3. The Bank’s Manager’s [****]. With respect to future Bank Manager candidates, the Bank shall seek to propose candidates with substantial Program relevant experience, including experience with the retail businesses, private label credit card programs, ecommerce initiatives, comparable customer demographics and loyalty programs. [****]. The Bank shall regularly consult with the Company regarding the performance of the Bank’s Manager and shall consider in good faith any issues of concern raised by the Company with respect to the Bank’s Manager. (d) The Bank shall maintain a Program team having Competitive expertise and experience and meeting the requirements and specifications set forth in Schedule 3.3. No member of the Bank’s Program team shall be reassigned to any program operated by the Bank or any of its Affiliates pursuant to any agreement or arrangement with any Comparable Partner Program, including those listed in Schedule 1.1(c), without the approval of the Company, until one (1) year following the expiration or termination of this Agreement. For purposes of this Section 3.3(d), the Xxxx Program shall not be considered a Comparable Partner Program. (e) The Bank shall make available to the Program the resources identified on Schedule 3.3(e) (collectively, the “Key Program Management Resources”). The Bank shall endeavor to provide stability and continuity in its Key Program Management Resources. The Bank shall notify the Company promptly in the event any of its Key Program Management Resources shall cease to act as such. The Bank shall regularly consult with the Company regarding the performance of its Key Program Management Resources and shall consider in good faith any issues of concern raised by the Company with respect to its Key Program Management Resources. (f) The parties shall work in good faith to establish by mutual agreement appropriate protocols not inconsistent with the terms of this Agreement to the extent reasonably necessary to facilitate the management of the Program.

Program Relationship Managers; Program Team. (a) The Company and the Bank shall each appoint one full-time employee as Program relationship manager (each, a “Manager”). The Managers shall exercise day-to-day operational oversight of the Program, including the review, execution and/or approval (or disapproval) of all Manager Matters, and coordinate the partnership efforts between the Company and the Bank, shall report to the designees on the Marketing Committee and Strategic Operating Committee of the Party appointing such Manager and shall conduct their Program responsibilities in accordance with the actions and decisions of the Strategic Operating Committee made in compliance with the provisions of this Agreement. Managers will collaborate to determine regular meeting dates, reporting requirementsreports, management processes, and critical business issues that should be brought to discussed by the Strategic Operating Committee in accordance with Section 3.2(d)(ii)(B)Committee. The Managers shall evidence approval of any Manager Matter matters agreed by them by a writing signed by each Manager. The Managers shall also execute the annual business plan for the Program. The Company and the Bank shall endeavor to provide stability and continuity in the Manager positions and each Party’s other Program personnel. (b) The Manager initial Managers of the Company as of and the Effective Date is Bank are set forth in Schedule 3.3. (c) The initial Manager of the Bank as of the Effective Date is set forth in Schedule 3.3. The Bank’s Manager shall report directly to Head of Consumer Credit Solutions for the Bank or an individual with similar seniority and responsibilities at the Bank. The Bank shall take into account reasonable input of the Company with respect to the performance of the Bank’s Manager and shall use reasonable efforts to address the Company’s reasonable concerns with respect to the Bank’s Manager’s [****]performance. With respect to future Bank Manager candidates, the Bank shall seek to propose candidates with substantial Program experience relevant experienceto Active.15844721.1 the Program, including experience with the retail businesses, combined co-branded and private label credit card programs, ecommerce initiatives, comparable customer demographics and loyalty programs. [****]. The , and the Company shall have the right to interview and provide input to the Bank with respect to any new Manager proposed to be appointed by the Bank and the Bank shall regularly consult with the Company regarding the performance of the Bank’s Manager and shall consider such input in good faith any issues of concern raised by the Company in making its selection decision with respect to the Bank’s such Manager. (d) The Bank shall maintain a Program team having Competitive relevant expertise and experience and meeting the requirements and specifications set forth in Schedule 3.3. No member of the Bank’s Program team shall be reassigned to any program operated by the Bank or any of its Affiliates pursuant to any agreement or arrangement with any Comparable Partner Program, including those listed in Schedule 1.1(c)Scheduled Retailer, without the approval of the Company, until one (1) year following the expiration or termination of this Agreement. For purposes of this Section 3.3(d), the Xxxx Program shall not be considered a Comparable Partner Program. (e) The Bank shall make available date on which such Person ceased to the Program the resources identified on Schedule 3.3(e) (collectively, the “Key Program Management Resources”). The Bank shall endeavor to provide stability and continuity in its Key Program Management Resources. The Bank shall notify the Company promptly in the event have any of its Key Program Management Resources shall cease to act as such. The Bank shall regularly consult involvement with the Company regarding the performance of its Key Program Management Resources and shall consider in good faith any issues of concern raised by the Company with respect to its Key Program Management Resources. (f) The parties shall work in good faith to establish by mutual agreement appropriate protocols not inconsistent with the terms of this Agreement to the extent reasonably necessary to facilitate the management of the Program.

Program Relationship Managers; Program Team. (a) The Company and the Bank shall each appoint one full-time employee as Program relationship manager (each, a “Manager”). The Managers shall exercise day-to-day operational oversight of the Program, including the review, execution and/or approval (or disapproval) of all Manager Matters, and coordinate the partnership efforts between the Company and the Bank, shall report to the designees on the Marketing Committee and Strategic Operating Committee of the Party appointing such Manager and shall conduct their Program responsibilities in accordance with the actions and decisions of the Strategic Operating Committee made in compliance with the provisions of this Agreement. Managers will collaborate to determine regular meeting dates, reporting requirements, management processes, and critical business issues that should be brought to the Strategic Operating Committee in accordance with Section 3.2(d)(ii)(B). The Managers shall evidence approval of any Manager Matter by a writing signed by each Manager. The Managers shall also execute the annual business plan for the Program. The Company and the Bank shall endeavor to provide stability and continuity in the Manager positions and each Party’s other Program personnel. (b) The initial Manager of the Company as of the Effective Date is set forth in Schedule 3.3. (c) The initial Manager of the Bank as of the Effective Date is set forth in Schedule 3.3. The Bank’s Manager’s [(****]) compensation shall (****). With respect to future Bank Manager candidates, the Bank shall seek to propose candidates with substantial Program relevant experience, including experience with the retail businesses, private label credit card programs, ecommerce initiatives, comparable customer demographics and loyalty programs. [(****]. ) The Bank shall regularly consult with the Company regarding the performance of the Bank’s Manager and shall consider in good faith any issues of concern raised by the Company with respect to the Bank’s Manager. (d) The Bank shall maintain a Program team having Competitive expertise and experience and meeting the requirements and specifications set forth in Schedule 3.3. No member of the Bank’s Program team shall be reassigned to any program operated by the Bank or any of its Affiliates pursuant to any agreement or arrangement with any Comparable Partner Program, including those listed in Schedule 1.1(c), without the approval of the Company, until one (1) year following the expiration or termination of this Agreement. For purposes of this Section 3.3(d), the program pursuant to the Xxxx Program Agreement shall not be considered a Comparable Partner Program. (e) The Bank shall make available to the Program the resources identified on Schedule 3.3(e) (collectively, the “Key Program Management Resources”). The Bank shall endeavor to provide stability and continuity in its Key Program Management Resources. The Bank shall notify the Company promptly in the event any of its Key Program Management Resources shall cease to act as such. The Bank shall regularly consult with the Company regarding the performance of its Key Program Management Resources and shall consider in good faith any issues of concern raised by the Company with respect to its Key Program Management Resources. (f) The parties shall work in good faith to establish by mutual agreement appropriate protocols not inconsistent with the terms of this Agreement to the extent reasonably necessary to facilitate the management of the Program.

Program Relationship Managers; Program Team. (a) The Company and the Bank shall each appoint one full-time employee as Program relationship manager (each, a “Manager”). The Managers shall exercise day-to-day operational oversight of the Program, including the review, execution and/or approval (or disapproval) of all Manager Matters, and coordinate the partnership efforts between the Company and the Bank, shall report to the designees on the Marketing Committee and Strategic Operating Committee of the Party appointing such Manager and shall conduct their Program responsibilities in accordance with the actions and decisions of the Strategic Operating Committee made in compliance with the provisions of this Agreement. Managers will collaborate to determine regular meeting dates, reporting requirements, management processes, and critical business issues that should be brought to the Strategic Operating Committee in accordance with Section 3.2(d)(ii)(B). The Managers shall evidence approval of any Manager Matter by a writing signed by each Manager. The Managers shall also execute the annual business plan for the Program. The Company and the Bank shall endeavor to provide stability and continuity in the Manager positions and each Party’s other Program personnel. (b) The Manager of the Company as of the Effective Date is set forth in Schedule 3.3. (c) The Manager of the Bank as of the Effective Date is set forth in Schedule 3.3. The Bank’s Manager’s [****]. With respect to future Bank Manager candidates, the Bank shall seek to propose candidates with substantial Program relevant experience, including experience with the retail businesses, private label credit card programs, ecommerce initiatives, comparable customer demographics and loyalty programs. [****]. The Bank shall regularly consult with the Company regarding the performance of the Bank’s Manager and shall consider in good faith any issues of concern raised by the Company with respect to the Bank’s Manager. (d) The Bank shall maintain a Program team having Competitive expertise and experience and meeting the requirements and specifications set forth in Schedule 3.3. No member of the Bank’s Program team shall be reassigned to any program operated by the Bank or any of its Affiliates pursuant to any agreement or arrangement with any Comparable Partner Program, including those listed in Schedule 1.1(c), without the approval of the Company, until one (1) year following the expiration or termination of this Agreement. For purposes of this Section 3.3(d), the Xxxx Sterling Program shall not be considered a Comparable Partner Program. (e) The Bank shall make available to the Program the resources identified on Schedule 3.3(e) (collectively, the “Key Program Management Resources”). The Bank shall endeavor to provide stability and continuity in its Key Program Management Resources. The Bank shall notify the Company promptly in the event any of its Key Program Management Resources shall cease to act as such. The Bank shall regularly consult with the Company regarding the performance of its Key Program Management Resources and shall consider in good faith any issues of concern raised by the Company with respect to its Key Program Management Resources. (f) The parties shall work in good faith to establish by mutual agreement appropriate protocols not inconsistent with the terms of this Agreement to the extent reasonably necessary to facilitate the management of the Program.