Common use of Size and Composition Clause in Contracts

Size and Composition. The Board shall consist of six individuals as follows: (i) two directors shall be designated in writing by TPI; (ii) three directors shall be designated in writing by PCA; and (iii) the remaining director shall be the Chief Executive Officer of Newco (the "CEO Director"). The directors in the preceding clause (i) (the "TPI DIRECTORS") and in the preceding clause (ii) (the "THE PCA DIRECTORS") are sometimes collectively referred to as the "TPI/PCA DIRECTORS." TPI and PCA, as the holders of the Junior Preferred Stock and thus entitled to elect the CEO Director, shall: (x) at each election of directors (or filling of a vacancy with respect to the CEO Director), elect the individual then serving as the Chief Executive Officer of Newco as the CEO Director; and (y) remove the CEO Director if the CEO Director ceases to serve as the Chief Executive Officer of the Company. The size and composition of the board of directors or similar governing body of each Subsidiary of Newco (each, a "SUBSIDIARY BOARD") and the manner in which the initial members and any subsequent members (including any subsequent member selected or appointed to fill a vacancy) of any such Subsidiary Board will be the same as that of the Board. Anything to the contrary contained herein notwithstanding, the rights of each of TPI and PCA to designate directors as provided herein shall not be assignable (by operation of law, the transfer of Shares or otherwise) without the prior written consent of the other; provided, however, that each of TPI and PCA shall be entitled to assign its rights to designate directors as provided herein to one of its Affiliates that is (or becomes) a Stockholder without the prior written consent of the other. If directed by PCA, a representative of J.P. Xxxxxx & Xo. shall be entitled to attend meetings of (and receive information provided to the directors of) the Board and each Subsidiary Board; provided, however, that such representative shall not be or have any rights of a director of the Board or any Subsidiary Board.

Size and Composition. The Board shall initially consist of six individuals as follows: (i) two one director shall be designated in writing by Boise Sub (the “Boise Sub Director”); (ii) four directors shall be designated in writing by TPI; FPH (ii) three directors shall be designated in writing by PCAthe “FPH Directors”); and (iii) the remaining director shall be the Chief Executive Officer of Newco Timber Holding Co. (the "“CEO Director"”). The directors ; provided that, notwithstanding the foregoing, FPH may, by written notice to Timber Holding Co., at any time and from time to time, increase or decrease the number of FPH Directors; provided further that in the preceding clause event that (i) FPH elects to increase the number of FPH Directors above four, Boise Sub shall be entitled to increase the number of Boise Sub Directors such that the number of Boise Sub Directors as a percentage of all directors of Timber Holding Co. then in office is as close as possible to (but not in excess of) the "TPI DIRECTORS"percentage of Series B Common of Timber Holding Co. then held by Boise Sub or (ii) and FPH subsequently elects to decrease the number of FPH Directors, then the number of Boise Sub Directors shall be decreased such that the number of Boise Sub Directors as a percentage of all directors of Timber Holding Co. then in office is as close as possible to (but not in excess of) the preceding percentage of Series B Common of Timber Holding Co. then held by Boise Sub. Notwithstanding anything in clause (ii) of the immediately foregoing sentence to the contrary, the number of Boise Sub Directors shall not be decreased below one (the "THE PCA DIRECTORS"1) are sometimes collectively referred unless or until Boise Sub’s rights to as the "TPI/PCA DIRECTORS." TPI designate a Boise Sub Director have terminated in accordance with this Agreement. Boise Sub and PCAFPH, as the holders of a majority of the Junior Preferred Voting Stock and thus entitled to elect the CEO Director, shall: (x) at each election of directors (or filling of a vacancy with respect to the CEO Director), elect the individual then serving as the Chief Executive Officer of Newco Timber Holding Co. as the CEO Director; and (y) remove the CEO Director if the CEO Director ceases to serve as the Chief Executive Officer of the Company. The size and composition of the board of directors or similar governing body of each Subsidiary of Newco (each, a "SUBSIDIARY BOARD") and the manner in which the initial members and any subsequent members (including any subsequent member selected or appointed to fill a vacancy) of any such Subsidiary Board will be the same as that of the Board. Timber Holding Co. Anything to the contrary contained herein notwithstanding, the rights of each of TPI Boise Sub and PCA FPH to designate directors as provided herein shall not be assignable (by operation of law, the transfer of Shares or otherwise) without the prior written consent of the other; provided, however, that each of TPI Boise Sub and PCA shall FPH shall, without the prior written consent of the other, be entitled to assign its rights to designate directors as provided herein to one of its Affiliates that is (or becomes) a Stockholder without the prior written consent of the otherStockholder. If directed by PCAFPH, a representative one or more representatives of J.P. Xxxxxx & Xo. financing sources to FPH and/or any of its Subsidiaries shall be entitled to attend meetings of (and receive information provided to the directors of) the Board and each Subsidiary Board; provided, however, that such representative shall not be or have any rights of a director of the Board or any Subsidiary Board.

Size and Composition. The Board shall initially consist of six individuals as follows: (i) two one director shall be designated in writing by BCC (the “BCC Director”); (ii) four directors shall be designated in writing by TPI; FPH (ii) three directors shall be designated in writing by PCA; the “FPH Directors”): and (iii) the remaining director shall be the Chief Executive Officer of Newco Boise Holdings (the "“CEO Director"”). The directors ; provided that, notwithstanding the foregoing, FPH may, by written notice to Boise Holdings, at any time and from time to time, increase or decrease the number of FPH Directors; provided further that in the preceding clause event that (i) FPH elects to increase the number of FPH Directors above four, BCC shall be entitled to increase the number of BCC Directors such that the number of BCC Directors as a percentage of all directors of Boise Holdings then in office is as close as possible to (but not in excess of) the "TPI DIRECTORS"percentage of Series B Common of Boise Holdings then held by BCC or (ii) and FPH subsequently elects to decrease the number of FPH Directors, then the number of BCC Directors shall be decreased such that the number of BCC Directors as a percentage of all directors of Boise Holdings then in office is as close as possible to (but not in excess of) the preceding percentage of Series B Common of Boise Holdings then held by BCC. Notwithstanding anything in clause (ii) of the immediately foregoing sentence to the contrary, the number of BCC Directors shall not be decreased below one (the "THE PCA DIRECTORS"1) are sometimes collectively referred unless or until BCC’s rights to as the "TPI/PCA DIRECTORS." TPI designate a BCC Director have terminated in accordance with this Agreement. BCC and PCAFPH, as the holders of a majority of the Junior Preferred Stock Voting Units and thus entitled to elect the CEO Director, shall: (x) at each election of directors (or filling of a vacancy with respect to the CEO Director), elect the individual then serving as the Chief Executive Officer of Newco Boise Holdings as the CEO Director; and (y) remove the CEO Director if the CEO Director ceases to serve as the Chief Executive Officer of the Company. The size and composition of the board of directors or similar governing body of each Subsidiary of Newco (each, a "SUBSIDIARY BOARD") and the manner in which the initial members and any subsequent members (including any subsequent member selected or appointed to fill a vacancy) of any such Subsidiary Board will be the same as that of the BoardBoise Holdings. Anything to the contrary contained herein notwithstanding, the rights of each of TPI BCC and PCA FPH to designate directors as provided herein shall not be assignable (by operation of law, the transfer of Shares Units or otherwise) without the prior written consent of the other; provided, however, that each of TPI BCC and PCA shall FPH shall, without the prior written consent of the other, be entitled to assign its rights to designate directors as provided herein to one of its Affiliates that is (or becomes) a Stockholder without the prior written consent of the otherSecurityholder. If directed by PCAFPH, a representative one or more representatives of J.P. Xxxxxx & Xo. financing sources to FPH and/or any of its Subsidiaries shall be entitled to attend meetings of (and receive information provided to the directors of) the Board and each Subsidiary Board; provided, however, that such representative shall not be or have any rights of a director of the Board or any Subsidiary Board.

Size and Composition. The Board shall initially consist of six individuals as follows: (i) two one director shall be designated in writing by BCC (the “BCC Director”); (ii) four directors shall be designated in writing by TPI; FPH (ii) three directors shall be designated in writing by PCAthe “FPH Directors”); and (iii) the remaining director shall be the Chief Executive Officer of Newco Boise Holdings (the "“CEO Director"”). The directors ; provided that, notwithstanding the foregoing, FPH may, by written notice to Boise Holdings, at any time and from time to time, increase or decrease the number of FPH Directors; provided further that in the preceding clause event that (i) FPH elects to increase the number of FPH Directors above four, BCC shall be entitled to increase the number of BCC Directors such that the number of BCC Directors as a percentage of all directors of Boise Holdings then in office is as close as possible to (but not in excess of) the "TPI DIRECTORS"percentage of Series B Common of Boise Holdings then held by BCC or (ii) and FPH subsequently elects to decrease the number of FPH Directors, then the number of BCC Directors shall be decreased such that the number of BCC Directors as a percentage of all directors of Boise Holdings then in office is as close as possible to (but not in excess of) the preceding percentage of Series B Common of Boise Holdings then held by BCC. Notwithstanding anything in clause (ii) of the immediately foregoing sentence to the contrary, the number of BCC Directors shall not be decreased below one (the "THE PCA DIRECTORS"1) are sometimes collectively referred unless or until BCC’s rights to as the "TPI/PCA DIRECTORS." TPI designate a BCC Director have terminated in accordance with this Agreement. BCC and PCAFPH, as the holders of a majority of the Junior Preferred Stock Voting Units and thus entitled to elect the CEO Director, shall: (x) at each election of directors (or filling of a vacancy with respect to the CEO Director), elect the individual then serving as the Chief Executive Officer of Newco Boise Holdings as the CEO Director; and (y) remove the CEO Director if the CEO Director ceases to serve as the Chief Executive Officer of the Company. The size and composition of the board of directors or similar governing body of each Subsidiary of Newco (each, a "SUBSIDIARY BOARD") and the manner in which the initial members and any subsequent members (including any subsequent member selected or appointed to fill a vacancy) of any such Subsidiary Board will be the same as that of the BoardBoise Holdings. Anything to the contrary contained herein notwithstanding, the rights of each of TPI BCC and PCA FPH to designate directors as provided herein shall not be assignable (by operation of law, the transfer of Shares Units or otherwise) without the prior written consent of the other; provided, however, that each of TPI BCC and PCA shall FPH shall, without the prior written consent of the other, be entitled to assign its rights to designate directors as provided herein to one of its Affiliates that is (or becomes) a Stockholder without the prior written consent of the otherSecurityholder. If directed by PCAFPH, a representative one or more representatives of J.P. Xxxxxx & Xo. financing sources to FPH and/or any of its Subsidiaries shall be entitled to attend meetings of (and receive information provided to the directors of) the Board and each Subsidiary Board; provided, however, that such representative shall not be or have any rights of a director of the Board or any Subsidiary Board.

Size and Composition. The Board shall consist of six individuals as follows: (i) two directors shall be designated in writing by TPI; (ii) three directors shall be designated in writing by PCA; and (iii) the remaining director shall be the Chief Executive Officer of Newco (the "CEO Director"). The directors in the preceding clause (i) (the "TPI DIRECTORSDirectors") and in the preceding clause (ii) (the "THE the PCA DIRECTORSDirectors") are sometimes collectively referred to as the "TPI/PCA DIRECTORSDirectors." TPI and PCA, as the holders of the Junior Preferred Stock and thus entitled to elect the CEO Director, shall: (x) at each election of directors (or filling of a vacancy with respect to the CEO Director), elect the individual then serving as the Chief Executive Officer of Newco as the CEO Director; and (y) remove the CEO Director if the CEO Director ceases to serve as the Chief Executive Officer of the Company. The size and composition of the board of directors or similar governing body of each Subsidiary of Newco (each, a "SUBSIDIARY BOARDSubsidiary Board") and the manner in which the initial members and any subsequent members (including any subsequent member selected or appointed to fill a vacancy) of any such Subsidiary Board will be the same as that of the Board. Anything to the contrary contained herein notwithstanding, the rights of each of TPI and PCA to designate directors as provided herein shall not be assignable (by operation of law, the transfer of Shares or otherwise) without the prior written consent of the other; provided, however, that each of TPI and PCA shall be entitled to assign its rights to designate directors as provided herein to one of its Affiliates that is (or becomes) a Stockholder without the prior written consent of the other. If directed by PCA, a representative of J.P. X.X. Xxxxxx & Xo. Co. shall be entitled to attend meetings of (and receive information provided to the directors of) the Board and each Subsidiary Board; provided, however, that such representative shall not be or have any rights of a director of the Board or any Subsidiary Board.

Size and Composition. The Board shall consist of six individuals as follows: (i) two directors shall be designated in writing by TPI; (ii) three directors shall be designated in writing by PCA; and (iii) the remaining director shall be the Chief Executive Officer of Newco (the "CEO Director"). The directors in the preceding clause (i) (the "TPI DIRECTORS") and in the preceding clause (ii) (the "THE PCA DIRECTORS") are sometimes collectively referred to as the "TPI/PCA DIRECTORS." TPI and PCA, as the holders of the Junior Series A Preferred Stock and thus entitled to elect the CEO Director, shall: (x) at each election of directors (or filling of a vacancy with respect to the CEO Director), elect the individual then serving as the Chief Executive Officer of Newco as the CEO Director; and (y) remove the CEO Director if the CEO Director ceases to serve as the Chief Executive Officer of the Company. The size and composition of the board of directors or similar governing body of each Subsidiary of Newco (each, a "SUBSIDIARY BOARD") and the manner in which the initial members and any subsequent members (including any subsequent member selected or appointed to fill a vacancy) of any such Subsidiary Board will be the same as that of the Board. Anything to the contrary contained herein notwithstanding, the rights of each of TPI and PCA to designate directors as provided herein shall not be assignable (by operation of law, the transfer of Shares or otherwise) without the prior written consent of the other; provided, however, that each of TPI and PCA shall be entitled to assign its rights to designate directors as provided herein to one of its Affiliates that is (or becomes) a Stockholder without the prior written consent of the other. If directed by PCA, a representative of J.P. Xxxxxx & Xo. shall be entitled to attend meetings of (and receive information provided to the directors of) the Board and each Subsidiary Board; provided, however, that such representative shall not be or have any rights of a director of the Board or any Subsidiary Board.