Common use of Remuneration Committee Clause in Contracts

Remuneration Committee. (i) The Remuneration Committee shall be comprised of: (i) the Chief Executive Officer of the Company, (ii) three (3) KELP Voting Managers or KELP Advisory Managers who shall be appointed and may be removed, for any reason or no reason, by a majority vote of the KELP Voting Managers and the KELP Advisory Managers, provided that any such removal from or appointment to the Remuneration Committee shall be subject to approval by OMAM in its sole discretion, and (iii) one (1) OMAM Manager who shall be appointed and may be removed, for any reason or no reason, by OMAM in its sole discretion. The Remuneration Committee shall meet at least twice a year during or prior to the time of each of the Trading Windows in such year. (ii) The Remuneration Committee shall make all decisions with respect to the following matters: (A) compensation of Company employees, including, without limitation, (1) the allocation among Company employees of the bonus pool from the Bonus Plan; (2) changes to base salaries or employee benefits and (3) approval of the portion of bonuses of Company employees who do not hold Interests indirectly through the KELP; (B) allocation of KELP interests offered by the KELP among Eligible Employees and offered by any Limited Partner to any Eligible Employee who is a consultant to the Company, for each Trading Window (including over multiple Trading Windows) consistent with the Succession Plan adopted by the Executive Committee; (C) designation of Eligible Employees who may purchase KELP interests from the KELP or from any other Person for each Trading Window (including over multiple Trading Windows) consistent with the Succession Plan adopted by the Executive Committee and, consistent with the KELP Agreement, a prioritization of such Eligible Employees and Employed Limited Partners for each such Trading Window (for each such Trading Window, a “Priority Buyer List”); (D) establishment and modification of the maximum ownership of KELP interests for each Eligible Employee based on the maximum Interests in the Company that may be held indirectly by each such Eligible Employee (it being agreed that the Remuneration Committee shall consider the Succession Plan in establishing and modifying such maximum ownership percentages and, in computing maximum ownership percentages, interests in the KELP that have been redeemed shall be deemed to be outstanding for purposes of maximum ownership limits so long as those interests are made available for reissuance during each subsequent Trading Window pursuant to Section 8.6 of the KELP Agreement or the Bonus Plan); (E) waiver of any requirement of purchases or sales of KELP interests; (F) re-offers of Interests to the extent set forth in Section 8.6 of the KELP Agreement; (G) determinations to utilize the working capital of the Company to redeem or purchase Interests pursuant to Article VIII or to sell Interests and thereby augment working capital, pursuant to Section 8.4(d), in each case, after receipt of the recommendation made by the Executive Committee, and (H) all matters for which the Remuneration Committee makes determinations or exercises discretion as provided in this Agreement, the KELP Agreement and any employment or consulting agreement between the Company and a KELP Partner. (iii) The chief executive officer of OM(US)H, in his or her capacity as chief executive officer of OM(US)H, shall have the right to veto, modify and reapportion any decision made by the Remuneration Committee, provided that (A) the chief executive officer of OM(US)H shall not be permitted to exercise such veto to reject, modify or reapportion the proposed allocations from the Bonus Plan recommended by the Remuneration Committee with respect to any employee of the Company with total annual compensation in excess of $250,000 if such veto, modification or reapportionment would result in the allocation to such employee to be reduced by more than 33% from the allocation initially recommended by the Remuneration Committee provided, however, that should the Remuneration Committee recommend that any such employee be allocated 15% or more of the total bonus pool from the Bonus Plan, the chief executive officer of OM(US)H shall maintain such right to veto, modify and reapportion the Remuneration Committee decision with respect to such employee and (B) the chief executive officer of OM(US)H shall not have the right to veto, modify or reapportion any bonus allocation approved by the Remuneration Committee with respect to any employee whose total annual compensation is equal to or less than $250,000.

Remuneration Committee. (i) The Remuneration Committee shall be comprised of: (i) In assisting the Chief Executive Officer of the CompanyBoard, (ii) three (3) KELP Voting Managers or KELP Advisory Managers who shall be appointed and may be removed, for any reason or no reason, by a majority vote of the KELP Voting Managers and the KELP Advisory Managers, provided that any such removal from or appointment to the Remuneration Committee shall be subject to approval by OMAM in its sole discretion, is authorised and (iii) one (1) OMAM Manager who shall be appointed and may be removed, for any reason or no reason, by OMAM in its sole discretion. The Remuneration Committee shall meet at least twice a year during or prior to the time of each of the Trading Windows in such year. (ii) The Remuneration Committee shall make all decisions with respect to delegated the following matters: (Aa) compensation of Company employees, including, without limitation, (1) Reviewing and advising the allocation among Company employees Board on the performance of the bonus pool from CEO, CFO and senior management of the Bonus PlanCompany; (2b) Reviewing and recommending to the Board the remuneration packages (including fees, travel and other benefits), human resources policies and practices for the Company’s CEO and CFO; (c) Reviewing remuneration packages (including fees, travel and other benefits), human resources policies and practices recommended by the CEO for senior management of the Company; (d) Recommending to the Board and implementing employee share and option plans (or any alternate incentive plans including cash and equity based incentive plans) as instructed by the Board; (e) Reviewing and recommending to the Board the Company’s remuneration strategies, practices and disclosures generally; (f) Having unrestricted access to any information it considers relevant to its responsibilities from any employee including management of the Company to the extent permitted by law and all employees must comply with such requests; Amended and Restated Sequel Shareholders Agreement 104 (g) Seeking such independent legal, financial, remuneration or other advice as the Remuneration Committee considers necessary for matters delegated by the Board; and (h) Considering and reporting any other matters referred to the Committee by the Board. Amended and Restated Sequel Shareholders Agreement 105 Amended and Restated Sequel Shareholders Agreement The matters requiring a Special Majority Shareholders Resolution are: (a) (name change) changing the name of the Company or any Group Company; (b) (changes to constituent documents) changes to base salaries the articles, memorandum or employee benefits and (3) approval other constituent documents of the portion of bonuses of Company employees who do not hold Interests indirectly through the KELPor any Group Company; (Bc) allocation (composition of KELP interests offered Board) any change to the composition of the Board other than in accordance with this agreement; (d) (business change) a fundamental change in the nature, scale, scope or geographical location of the Business; (e) (affairs of the Company) appointment, pursuant to sections 63 to 67 of the Cayman Companies Law, an inspector to examine the affairs of the Company; (f) (capital reduction) authorising a reduction of the capital of the Company; (g) (rights attaching to shares or securities) any alteration to rights conferred by shares or securities; (h) (continuation) registration of the KELP among Eligible Employees and offered Company by way of continuation; (i) (winding-up): (i) any Limited Partner proposal to cease to carry on the business or a substantial part of the business of the Company or to wind-up (including requiring the court to wind up or voluntarily winding up the Company under Cayman Companies Law) or dissolve the Company or to appoint a liquidator or administrator to the Company or to take advantage of any Eligible Employee who is law providing for the relief of debtors in adverse financial circumstances; (ii) delegating to creditors the power to appoint a consultant liquidator to the Company, for each Trading Window (including over multiple Trading Windows) consistent with filling any vacancy among liquidators to the Succession Plan adopted by the Executive Committee; (C) designation Company, entry into arrangements in respect of Eligible Employees who may purchase KELP interests from the KELP or from any other Person for each Trading Window (including over multiple Trading Windows) consistent with the Succession Plan adopted by the Executive Committee and, consistent with the KELP Agreement, a prioritization of such Eligible Employees and Employed Limited Partners for each such Trading Window (for each such Trading Window, liquidator’s powers in a “Priority Buyer List”); (D) establishment and modification voluntary winding up of the maximum ownership of KELP interests for each Eligible Employee based on the maximum Interests in the Company that may be held indirectly by each such Eligible Employee (it being agreed that the Remuneration Committee shall consider the Succession Plan in establishing and modifying such maximum ownership percentages Company; and, in computing maximum ownership percentages, interests in the KELP that have been redeemed shall be deemed to be outstanding for purposes of maximum ownership limits so long as those interests are made available for reissuance during each subsequent Trading Window pursuant to Section 8.6 of the KELP Agreement or the Bonus Plan); (E) waiver of any requirement of purchases or sales of KELP interests; (F) re-offers of Interests to the extent set forth in Section 8.6 of the KELP Agreement; (G) determinations to utilize the working capital of the Company to redeem or purchase Interests pursuant to Article VIII or to sell Interests and thereby augment working capital, pursuant to Section 8.4(d), in each case, after receipt of the recommendation made by the Executive Committee, and (H) all matters for which the Remuneration Committee makes determinations or exercises discretion as provided in this Agreement, the KELP Agreement and any employment or consulting agreement between the Company and a KELP Partner. (iii) sanctioning, arrangements between the Company being voluntarily wound up and its creditors, any general scheme of liquidation proposed by a liquidator, any compromise proposed by a liquidator, and certain other matters proposed by a liquidator under sections 142 and 165 of Cayman Companies Law; and Amended and Restated Sequel Shareholders Agreement 106 (j) (substantial disposal) a disposition of all or substantially all of the assets of the Group. Amended and Restated Sequel Shareholders Agreement 107 Amended and Restated Sequel Shareholders Agreement The chief executive officer proxy arrangement would be structured substantially as follows: (a) A portion (as necessary to give Telstra an effective voting right of OM(US)H, 51%) of the shares in his or her capacity as chief executive officer of OM(US)H, shall have the right to veto, modify and reapportion any decision made Company held by the Remuneration Committee, provided that other Shareholders (Athe “Minority Shareholders” and the “Trust Shares”) would be placed in a trust via a trust deed (the “Trust Deed”). (b) The trustee (“Trustee”) will hold: (i) the chief executive officer of OM(US)H shall not be permitted to exercise such veto to reject, modify or reapportion economic interest in the proposed allocations from the Bonus Plan recommended by the Remuneration Committee with respect to any employee Trust Shares on trust for each of the Company with total annual compensation in excess of $250,000 if such veto, modification or reapportionment would result in Minority Shareholders; and (ii) the allocation to such employee to be reduced by more than 33% from the allocation initially recommended by the Remuneration Committee provided, however, that should the Remuneration Committee recommend that any such employee be allocated 15% or more voting interest of the total bonus pool from Trust Shares on trust for Telstra. The key terms of the Bonus Plan, Trust Deed will be as follows: Parties Each Minority Shareholder as a settlor and the chief executive officer of OM(US)H shall maintain such right to veto, modify and reapportion the Remuneration Committee decision Trustee. The Trust Deed will be executed as a deed poll with respect to such employee and (B) the chief executive officer of OM(US)H shall not have the right to veto, modify or reapportion any bonus allocation approved by the Remuneration Committee with respect to any employee whose total annual compensation is equal to or less than $250,000Telstra as a beneficiary. Trust Property The Trust Shares.