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 Xxxxxx X. Xxxxxx, the Value Creation Committee shall be comprised solely of Independent Directors. The Value Creation Committee shall be co-chaired by Mr. Xxxxxx Xxxxxx and Xx. Xxxxxxxxx; the other member of the Value Creation Committee shall be Xx. Xxxxxx. In the event any of Messrs. Xxxxxx, Xxxxxxxxx or Xxxxxx 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 Xx. 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 Xx. Xxxxxx.

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 Mx. XxXxxxx and Van B. Xxxxxxxxx; the other member of the Value Creation Committee shall be Mx. Xxxxxx (or, in the event Mx. 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 Mx. 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. 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.

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.

Related to Value Creation Committee

Evaluation Committee 16.2.1 The Association and the Board agree to establish a standing joint Evaluation Development Committee for the purpose of regularly reviewing the effectiveness of the policy, procedure and process, including the evaluation instrument, for the evaluation of teachers in the District and to provide recommendations to the Superintendent and Board by April 30.
Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.
TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.
Union Committee ‌ The Union shall appoint and maintain a Committee comprising persons who are employees of the Employer, and/or the Senior Union Official, or her/his representative, which shall be known as the Union Committee. The Union at all times shall keep the Employer informed of the individual membership of the Committee.
Selection Committee A. Each building site will appoint a selection committee for the TLS. The committee shall be comprised of equal numbers of teachers and administrators and at least one teacher will be appointed by the Des Moines Education Association. B. The committee will accept and review application for a TLS position and will make recommendations to the hiring administrator. In developing recommendations, the committee will utilize measures of teacher effectiveness and professional growth, consider the needs of the school district and review the performance and professional development of the applicants. Teachers who are selected must meet all of the qualification contained in the TLS grant and contained in the law.
Joint Consultation Committee 8.01 On the request of either party, the parties must meet at least once every four (4) months, for the purpose of discussing issues relating to the workplace that affect the parties or any employee bound by the Agreement. 8.02 The purpose of the consultation committee is to promote the cooperative resolution of workplace issues, to xxxxxx the development of work related skills and to promote workplace productivity, and to identify opportunities for improved patient care. 8.03 Up to two (2) employees who are members of the joint consultation committee shall be granted leave without loss of pay or receive straight-time regular wages while attending meetings of the committee, up to a maximum of two (2) hours’ pay. 8.04 Pay for such meetings will be limited to two (2) hours and employees attending such meetings will not receive overtime wages.
LIAISON COMMITTEE 8.1 The Law Society shall establish a committee to include, without limitation, representatives from Qualifying Insurers, the Law Society, and the ARP Manager (the Liaison Committee). 8.2 The purpose of the Liaison Committee shall include: 8.2.1 reviewing the arrangements relating to the provision of compulsory professional indemnity insurance to members of the solicitors’ profession generally; and 8.2.2 considering proposed amendments to such arrangements, including proposed variations to the Rules, the Minimum Terms or the standard form Qualifying Insurer’s Agreement. 8.3 The terms of reference relating to the Liaison Committee shall be as determined by the Law Society from time to time.
Negotiation Committee (A) The Union may designate certain employees to serve on its Negotiation Committee, and such employees will be granted administrative leave to attend negotiating sessions with the state. No employee shall be credited with more than the number of hours in the employee's regular workday for any day the employee is in negotiations. The agency shall not reimburse employees for travel, meals, lodging, or any expense incurred in connection with attendance at negotiating sessions. (B) No more than one employee shall be selected from the same work unit at any one time, nor shall the selection of an employee unduly hamper the operations of the work unit.
Management Committee 6.1 There shall be constituted a committee to be called the Management Committee with functions as stated herein below. 6.2 Government shall nominate two (2) members representing Government in the Management Committee, whereas each Company constituting the Contractor shall nominate one (1) member each to represent Company in the Management Committee provided that in case the Contractor constitutes only one Company, that Company shall have two (2) members. The Parties shall nominate the members to the Management Committee within thirty (30) days of the Effective Date. 6.3 Each Party may nominate alternate members with full authority to act in the absence and on behalf of the members nominated under Article 6.2 and may, at any time, nominate another member or alternate member to replace any member nominated earlier by notice to other members of the Management Committee. 6.4 One representative of the Government shall be designated as the Chairman of the Management Committee and the second representative of the Government shall be designated as the Deputy Chairman. The member of the Operator, or the member designated by the Operator where Operator has two (2) members in the Management Committee shall be designated as the Secretary of the Committee. 6.5 Operator on behalf of the Contractor with the approval of Operating Committee, if constituted under the Article 7.4, or in case of a single Party constituting the Contractor, then that Party shall submit following matters to the Management Committee for review and it shall have advisory functions: (a) the annual Work Programmes and Budgets in respect of Exploration Operations and any revisions or modifications thereto; (b) annual work progress and costs incurred thereon; (c) proposals for surrender or relinquishment of any part of the Contract Area by the Contractor; (d) proposals for an Appraisal Programme or revisions or additions thereto and the declaration of a Discovery as a Commercial Discovery; (e) any other matter required by the terms of this Contract to be submitted to it for review or advice; and (f) any other matter which the Contractor decides to submit for review or advice including matters concerning inter-Party relationships. 6.6 The following matters shall be submitted by Operator on behalf of the Contractor with the approval of Operating Committee, if constituted under the Article 7.4, or in case of single Party constituting the Contractor, then by that Party to the Management Committee for approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)
Benefits Committee As per LOA#10, a benefits committee comprised of the employee representatives and the employer representatives, including the Crown, shall convene upon request to address all matters that may arise in the operation of the OSSTF ELHT.

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