Common use of Supervisory Board Composition Clause in Contracts

Supervisory Board Composition. (a) CB&I will have used its best efforts to cause the Supervisory Board to increase the number of directors comprising the Supervisory Board immediately after the Effective Time from eight (8) to nine (9); provided, however, that in the event a definitive agreement relating to the First Reserve Deal has been executed, CB&I will have used its best efforts to cause the Supervisory Board to increase the number of directors comprising the Supervisory Board immediately after the Effective Time and the consummation of the First Reserve Deal from eight (8) to twelve (12). At the Shareholders' Meeting prior to the Effective Time, CB&I will have used its best efforts to cause the Supervisory Board to make binding nominations and to recommend for approval by CB&I shareholders the appointment of up to three (3) WGI nominees (whom WGI shall designate, together with a back-up nominee for each position, prior to the mailing of the CB&I Proxy Statement) to serve from the Effective Time in the classes of Supervisory Board directors expiring in 2001 and 2002; provided, however, that in the event a definitive agreement relating to the First Reserve Deal is executed, CB&I will have used its best efforts to cause the Supervisory Board to make binding nominations and to recommend for approval by CB&I shareholders the appointment of up to two (2) WGI nominees (whom WGI shall designate, together with a back-up nominee for each position, prior to the mailing of the CB&I Proxy Statement) to serve from the Effective Time and the consummation of the First Reserve Deal in the classes of Supervisory Board directors expiring in 2001 and 2002. Directors nominated by WGI pursuant to this Article VI are referred to herein as "WGI Designees," directors nominated by First Reserve pursuant to the First Reserve Shareholder Agreement are referred to herein as "FRF Designees" and all other directors are referred to herein as "Noninvestor Directors".

Supervisory Board Composition. (a) CB&I will have used its best efforts As part of the transactions contemplated by the Purchase Agreement and the First Reserve Deal, pursuant to cause resolutions adopted by the Supervisory Board to increase and by CB&I shareholders at the December 15, 2000 Shareholders' Meeting, (i) the number of directors comprising the Supervisory Board immediately after the Effective Time from eight (8) to nine (9); provided, however, that in the event a definitive agreement relating to the First Reserve Deal has been executed, CB&I will have used its best efforts to cause the Supervisory Board to increase the number of directors comprising the Supervisory Board immediately after the Effective Time and the consummation of the First Reserve Deal increased from eight (8) to twelve (12). At the Shareholders' Meeting prior to the Effective Time, CB&I will have used its best efforts to cause the Supervisory Board to make binding nominations ) members and to recommend for approval by CB&I shareholders the appointment of up to three (3ii) two (2) WGI nominees director nominees, Michxxx X. Xxxxxxxx xxx Willxxx X. Xxxxx (whom xxom WGI shall designatehad designated, together with a back-up nominee for each position, prior to the mailing of the CB&I Proxy Statement) ), were appointed to serve from serve, effective three days after the Effective Time date hereof, in the classes of Supervisory Board directors expiring in 2001 and 2002; provided, however, that in the event a definitive agreement relating to the First Reserve Deal is executed, CB&I will have used its best efforts to cause the Supervisory Board to make binding nominations and to recommend for approval by CB&I shareholders the appointment of up to two (2) WGI nominees (whom WGI shall designate, together with a back-up nominee for each position, prior to the mailing of the CB&I Proxy Statement) to serve from the Effective Time and the consummation of the First Reserve Deal in the classes of Supervisory Board directors expiring in 2001 and 2002respectively. Directors nominated by WGI pursuant to this Article VI are referred to herein as "WGI Designees," directors nominated by First Reserve pursuant to the First Reserve Shareholder Agreement are referred to herein as "FRF Designees" and all other directors are referred to herein as "Noninvestor Directors". (b) Beginning with CB&I's 2001 annual general meeting of shareholders and at each shareholders meeting for the appointment of directors thereafter at a time when WGI and its Affiliates and Associates beneficially own at least 17 1/2% of Voting Securities (which for this purpose shall exclude derivative Securities) then outstanding, CB&I will cause the Supervisory Board to include as nominees for directors (pursuant to a binding nomination, if permitted by the Articles of Association) and to solicit proxies for that number of WGI Designees such that the total number of WGI Designees on the Supervisory Board immediately after such election will be two (2). WGI shall provide the Secretary of CB&I in writing within 10 days after CB&I notifies WGI that CB&I is preparing its proxy statement with (i) the names, (ii) required background information under Regulation 14A of the Exchange Act, Dutch law and the rules of any securities exchange, and (iii) such other information regarding such individuals and their affiliations as CB&I may reasonably request, regarding the WGI Designees (and back-up nominees) for the next election of directors. The nominees for the remaining directors comprising the Supervisory Board, other than any FRF Designees, shall be selected by the Noninvestor Directors (upon recommendation of the CB&I Nominating Committee or otherwise), and WGI and the WGI Designees shall use their best efforts (including voting as shareholders) to cause the election of the slate of directors recommended by the Supervisory Board; provided, however, that WGI and the WGI Designees shall not be so obligated if the WGI Designees are not included in such slate of directors. (c) Each WGI Designee shall have such business or technical experience, stature and character as is commensurate with service on the board of directors of a publicly-held enterprise (Michxxx X. Xxxxxxxx, Xxllxxx X. Xxxxx xxx current Supervisory Board members shall be deemed to have such qualifications). No WGI Designee who is an officer, director, partner or principal shareholder of a Competitor shall serve as a director of CB&I. (d) In the event that the aggregate beneficial ownership of WGI and its Affiliates and Associates shall be less than 17 1/2% of the Voting Securities then outstanding, the number of WGI Designees shall be reduced as follows: WGI Percentage Ownership Number of of Voting Securities WGI Designees ------------------------ ------------- Less than 17 1/2% but at least 10% of Voting one (1) Securities outstanding Less than 10% of Voting Securities outstanding 0 If for any period of 30 consecutive days WGI and its Affiliates and Associates beneficially own a percentage of Voting Securities then outstanding that would entitle them to fewer than the number of WGI Designees that were in office immediately after the last shareholders meeting to appoint directors, at the request of the Supervisory Board, WGI shall use its best efforts to cause the resignation of such number of WGI Designees in excess of the number to which it would be entitled pursuant to this Section 6.01(d). If for any period of 30 consecutive days WGI and its Affiliates and Associates beneficially own in the aggregate less than 10% of the Voting Securities then outstanding, WGI shall not then or thereafter be entitled to designate any nominee to the Supervisory Board. (e) So long as WGI and its Affiliates and Associates are entitled to designate at least two (2) WGI Designees, each committee of the Supervisory Board (other than the Nominating Committee or any special committee of Independent Directors constituted for the purposes set forth in the last sentence of this Section 6.01(e)) shall at all times include at least one WGI Designee and no action by any such committee shall be valid unless taken at a meeting for which adequate notice has been duly given to or waived by the members of such committee. The WGI Designee designated by WGI to serve on any committee of the Supervisory Board may designate as his alternate another WGI Designee designated by WGI. The parties hereto agree that the regulations of the Supervisory Board shall provide that a special committee of the Supervisory Board composed entirely of disinterested Independent Directors shall be constituted for the purpose of evaluating (i) any Significant Transaction or (ii) any transaction, issue or matter involving WGI or its Affiliates or Associates, which special committee shall report its conclusions and recommendations to the Supervisory Board as a whole. (f) Notwithstanding anything contained herein, if the WGI Designees are not included as nominees for directors by the Supervisory Board or if the Supervisory Board does not solicit proxies for such WGI Designees at any shareholders meeting required by the provisions of Section 6.01(b) (whether or not such obligation is enforceable), and the Company shall not have complied with said Section 6.01(b) within 20 days after written notice of such breach is provided by WGI to the Company (or the Company shall have given written notice to

Supervisory Board Composition. (a) CB&I will have used its best efforts As part of the transactions contemplated by the Purchase Agreement and the First Reserve Deal, pursuant to cause resolutions adopted by the Supervisory Board to increase and by CB&I shareholders at the December 15, 2000 Shareholders' Meeting, (i) the number of directors comprising the Supervisory Board immediately after the Effective Time from eight (8) to nine (9); provided, however, that in the event a definitive agreement relating to the First Reserve Deal has been executed, CB&I will have used its best efforts to cause the Supervisory Board to increase the number of directors comprising the Supervisory Board immediately after the Effective Time and the consummation of the First Reserve Deal increased from eight (8) to twelve (12). At the Shareholders' Meeting prior to the Effective Time) members and (ii) two (2) FRF director nominees, CB&I will have used its best efforts to cause the Supervisory Board to make binding nominations and to recommend for approval by CB&I shareholders the appointment of up to three Willxxx X. Xxxxxxxx xxx Ben X. Xxxxx (3) WGI nominees (whom WGI shall designatexxom FRF had designated, together with a back-up nominee for each position, prior to the mailing of the CB&I Proxy Statement) ), were appointed to serve from serve, effective three days after the Effective Time date hereof, in the classes of Supervisory Board directors expiring in 2001 and 2002; provided2003, however, that in the event a definitive agreement relating to the First Reserve Deal is executed, CB&I will have used its best efforts to cause the Supervisory Board to make binding nominations and to recommend for approval by CB&I shareholders the appointment of up to two (2) WGI nominees (whom WGI shall designate, together with a back-up nominee for each position, prior to the mailing of the CB&I Proxy Statement) to serve from the Effective Time and the consummation of the First Reserve Deal in the classes of Supervisory Board directors expiring in 2001 and 2002respectively. Directors nominated by WGI FRF pursuant to this Article VI are referred to herein as "WGI FRF Designees," directors nominated by First Reserve WGI pursuant to the First Reserve WEDGE Shareholder Agreement are referred to herein as "FRF WGI Designees," and all other directors are referred to herein as "Noninvestor Directors". (b) Beginning with CB&I's 2001 annual general meeting of shareholders and at each shareholders meeting for the appointment of directors thereafter at a time when FRF and its Affiliates and Associates beneficially own at least 3,083,871 shares of Voting Securities (which for this purpose shall exclude derivative Securities), CB&I will cause the Supervisory Board to include as nominees for directors (pursuant to a binding nomination, if permitted by the Articles of Association) and to solicit proxies for that number of FRF Designees such that the total number of FRF Designees on the Supervisory Board immediately after such election will be two (2). FRF shall provide the Secretary of CB&I in writing within 10 days after CB&I notifies FRF that CB&I is preparing its proxy statement with (i) the names, (ii) required background information under Regulation 14A of the Exchange Act, Dutch law and the rules of any securities exchange and (iii) such other information regarding such individuals and their affiliations as CB&I may reasonably request, regarding the FRF Designees (and back-up nominees, who shall be designated by FRF and who shall be the second nominee for each position for which the FRF Designees are nominated) for the next election of directors. The nominees for the remaining directors comprising the Supervisory Board, other than any WGI Designees, shall be selected by the Noninvestor Directors (upon recommendation of the CB&I Nominating Committee or otherwise), and FRF and the FRF Designees shall use their best efforts (including voting as shareholders) to cause the election of the slate of directors recommended by the Supervisory Board; provided, however, that FRF and the FRF Designees shall not be so obligated if the FRF Designees are not included in such slate of directors. (c) Each FRF Designee shall have such business or technical experience, stature and character as is commensurate with service on the board of directors of a publicly-held enterprise (any managing director of First Reserve Corporation and current Supervisory Board members shall be deemed to have such qualifications). No FRF Designee who is an officer, director, partner or principal shareholder of a Competitor shall serve as a director of CB&I. (d) In the event that the aggregate beneficial ownership of FRF and its Affiliates and Associates shall be less than 3,083,871 shares of Voting Securities, the number of FRF Designees shall be reduced as follows: