Replacement/Removal of Committee Members. (a) If the individual holding the position of CEO ceases to hold such position for any reason, such individual will automatically cease to be a Committee Member and the new individual appointed as CEO shall automatically become a Committee Member upon such appointment. For the avoidance of doubt, the CEO cannot be removed by the Covered Persons. (b) If the individual holding the position of COO or President ceases to hold such position for any reason, if such individual was a Committee Member at such time, such individual will automatically cease to be a Committee Member and the new individual appointed as COO or President shall automatically become a Committee Member upon such appointment. If no individual is appointed as a replacement COO or President (or a substantially similar position in lieu thereof) within 90 days, such vacancy may be temporarily filled with an individual satisfying the Membership Criteria designated by Covered Persons holding the Requisite Vote, until such time as a replacement appointment of such officer is made. (c) Any Committee Member, other than the CEO, may be removed for any reason and replaced by an individual satisfying the Membership Criteria designated by Covered Persons holding the Requisite Vote. (d) No Committee Member that is then CEO, COO or President may resign from the Employee Shareholders Committee without resigning as an officer of the Company; any other Committee Member may resign at any time upon written notice to the Company and the other Committee Members. Such resignation will take effect at the time specified in the related notice, and unless otherwise specified in the notice no acceptance of the resignation will be necessary to make it effective. If any Committee Member resigns or ceases to satisfy the Membership Criteria or is unable to serve as a Committee Member by reason of his or her death, such individual shall immediately cease to be a Committee Member and shall, if not replaced pursuant to Section 3.03(b), be replaced by an individual satisfying the Membership Criteria designated by Covered Persons holding the Requisite Vote. (e) Any successor Committee Member must become a party to this Agreement as a Committee Member by executing documentation reasonably satisfactory to the Company.
Appears in 4 contracts
Samples: Employee Shareholders' Agreement, Employee Shareholders' Agreement (Victory Capital Holdings, Inc.), Employee Shareholders' Agreement (Brown David Craig)
