Value Creation Committee. At the first meeting of the Board following the 2015 Annual Meeting, the Board shall create a Value Creation Committee (the “Value Creation Committee”) to, among other things, review the Company’s business, operations, capital allocations and strategy and to make recommendations to the Board on these issues. The Board shall establish the Charter for the Value Creation Committee in the form attached hereto as Exhibit A. The Value Creation Committee shall remain in effect during the Standstill Period and, if the Board determines, thereafter. The Value Creation Committee shall be comprised solely of members of the Board who qualify as “independent” pursuant to the standards of Nasdaq. The Value Creation Committee shall be co-chaired by Xx. XxXxxxx and Van X. Xxxxxxxxx; the other member of the Value Creation Committee shall be Xx. Xxxxxx (or, in the event Xx. Xxxxxx is unable to serve on the Board at any time during the Standstill Period, an additional director as mutually agreed upon by the Board and the Stadium Capital Group; provided that, for the avoidance of doubt, the Value Creation Committee will continue with two members until Xx. Xxxxxx or the additional director is appointed). During the Standstill Period, the Value Creation Committee (i) shall have no more than three (3) members, one of whom shall be designated by the Stadium Capital Group and (ii) shall have two (2) co-chairs, one of whom shall be designated by the Stadium Capital Group. The Value Creation Committee shall have the authority to (a) review the Company’s business, strategy, performance and market conditions, (b) explore profit enhancement opportunities for the Company’s business, (c) develop an operating improvement plan for the Company’s business, (d) identify possible areas of value creation for the Company’s business and its stockholders and (e) retain independent financial advisors and consultants at the expense of the Company to advise and assist the Value Creation Committee in considering these issues. The Value Creation Committee shall also have the authority to make recommendations or proposals to the full Board for consideration by the Board.
Value Creation Committee. The charter for the Value Creation Committee shall be amended as set forth on Exhibit B hereto. Additionally, with the exception of Sxxxxx X. Xxxxxx, the Value Creation Committee shall be comprised solely of Independent Directors. The Value Creation Committee shall be co-chaired by Mr. Rxxxxx Xxxxxx and Mx. Xxxxxxxxx; the other member of the Value Creation Committee shall be Mx. Xxxxxx. In the event any of Messrs. Gxxxxx, Hxxxxxxxx or Mxxxxx is unable to serve on the Value Creation Committee at any time during the Standstill Period, the Value Creation Committee will continue with the remaining member(s) until the additional member(s) is appointed. During the Standstill Period, the Value Creation Committee (i) shall have no more than three (3) members, one of whom shall be designated by the Stadium Capital Group and (ii) shall have two (2) co-chairs, one of whom shall be designated by the Stadium Capital Group. Effective as of the date of this Amendment, and unless and until Mx. Xxxxxx ceases to be a member of the Board during the Standstill Period, the member and co-chair of the Value Creation Committee designated by the Stadium Capital Group shall be Mx. Xxxxxx.
Value Creation Committee. The charter for the Value Creation Committee shall be amended as set forth on Exhibit A hereto. Additionally, with the exception of Sxxxxx X. Xxxxxx, the Value Creation Committee shall be comprised solely of members of the Board who qualify as “independent” pursuant to the standards of Nasdaq. The Value Creation Committee shall be co-chaired by
Value Creation Committee. The charter for the Value Creation Committee shall be amended as set forth on Exhibit A hereto. Additionally, with the exception of Xxxxxx X. Xxxxxx, the Value Creation Committee shall be comprised solely of members of the Board who qualify as “independent” pursuant to the standards of Nasdaq. The Value Creation Committee shall be co-chaired by Xx. XxXxxxx and Mr. Van X. Xxxxxxxxx; the other members of the Value Creation Committee shall be Xx. Xxxxxx (or, in the event Xx. Xxxxxx is unable to serve on the Value Creation Committee at any time during the Standstill Period, an additional director as mutually agreed upon by the Board and the Stadium Capital Group; provided that, for the avoidance of doubt, the Value Creation Committee will continue with three members until the additional director is appointed) and Xx. Xxxxxx. During the Standstill Period, the Value Creation Committee (i) shall have no more than four (4) members, one of whom shall be designated by the Stadium Capital Group and (ii) shall have two (2) co-chairs, one of whom shall be designated by the Stadium Capital Group.
Value Creation Committee. As soon as reasonably practicable following the appointment of Xx. Xxxxxx, the Board shall take all action necessary to appoint Xx. Xxxxxx and the other Initial Value Creation Committee Members (and the non-voting observer of the Value Creation Committee identified in this Section (d)) to the newly created Value Creation Committee. The initial charter of the Value Creation Committee shall be in the form attached to this Agreement as Exhibit A. The Value Creation Committee charter shall not be modified prior to the expiration of the Cooperation Period, except with the written consent of Politan (such consent not to be unreasonably withheld, conditioned or delayed). The initial Board members who will join such committee shall be each of Xx. Xxxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxxx (collectively, the “Initial Value Creation Committee Members”), each serving on such committee with a term expiring at the 2026 Annual Meeting (provided that such person continues to serve as a member of the Board until the 2026 Annual Meeting). Xx. Xxxxxx shall serve as the chair and Xxxxx Xxxxx shall serve as a non-voting observer of the Value Creation Committee. The Value Creation Committee will disband following the Company’s 2026 Annual Meeting of Stockholders (including any advancements, adjournments or postponements thereof, or any special meeting that may be called in lieu thereof, the “2026 Annual Meeting”) unless the Board should otherwise determine to extend the term of the Value Creation Committee.
