Common use of VISITATION POLICY Clause in Contracts

VISITATION POLICY. 11.01. The Chairman of the GSC shall designate at least one Outside Director who shall have authority to review, approve, and disapprove requests for visits (Note: As used in this Agreement, the term “visits” includes meetings at any location within or outside the United States, including but not limited to any facility owned or operated by the Corporation or any Affiliates) to the Corporation by all personnel who represent the Parent(s) and/or any of its Affiliates, including all of the directors, officers, employees, representatives, and agents of each. The designated Outside Director shall have authority to review, approve, and disapprove requests for proposed visits to any Parent(s) and/or any of its Affiliates by all personnel who represent the Corporation, (including all of its directors, employees, officers, representatives, and agents, except for the Inside Director), as well as visits between or among such personnel at other locations. A record of all visit requests, including the decisions to approve or disapprove, and information regarding consummated visits, such as, date, place, personnel involved and summary of material discussion or communication, shall be maintained by the designated Outside Director and shall be periodically reviewed by the GSC. 11.02. Except for certain Routine Business Visits, as defined in Section 11.05 below, all visits must be approved in advance by the one of the Outside Directors designated by the GSC Chairman to act on such matters. All requests for visits shall be submitted or communicated to the FSO for routing to the designated Outside Director. Although strictly social visits at other locations between the Corporation personnel and personnel representing the Affiliates are not prohibited, written reports of such visits must be submitted after the fact to the FSO for filing with, and review by, the designated Outside Director and the GSC. 11.03. A written request for approval of a visit must be submitted to the FSO no less than seven (7) calendar days prior to the date of the proposed visit. If a written request cannot be accomplished because of an unforeseen exigency, the request may be communicated via telephone to the FSO and immediately confirmed in writing; however, the FSO may refuse to accept any request submitted less than seven (7) calendar days prior to the date of the proposed visit if the FSO determines that there is insufficient time to consider the request. The exact purpose and justification for the visit must be set forth in detail sufficient to enable one of the designated Outside Directors to make an informed decision concerning the proposed visit, and the FSO may refuse to accept any request that the FSO believes lacks sufficient information. Each proposed visit must be individually justified and a separate approval request must be submitted for each. 11.04. The FSO shall advise one of the designated Outside Directors of a request for approval of a visit (other than a Routine Business Visit) as soon as practicable after receipt of the written request. The designated Outside Director shall evaluate the request as soon as practicable after receiving it. The Outside Director may approve or disapprove the request, or disapprove the request pending submittal of additional information by the requester. The Outside Director’s decision shall be communicated to the requester by any means and it shall be confirmed in writing, when practicable, at least one day prior to the date of the proposed visit, but in no event later than six (6) calendar days after its receipt by the FSO. A chronological file of all documentation associated with meetings, visitations, and communications (contact reports), together with records of approvals and disapproval’s, shall be maintained by the FSO for inspection by DSS. At the time of each GSC meeting, the Outside Directors of the Corporation shall review such documentation filed since the last meeting to ensure adherence to approved procedures by the requesters and the designated Outside Director and to verify that sufficient and proper justification has been furnished for approved visits. 11.05. Routine Business Visits a. Routine Business Visits, as defined in 11.05b. below, may be approved by the FSO, in the FSO’s discretion, without advance approval by one of the designated Outside Directors. Requests for Routine Business Visits must be submitted in advance, and in writing, to the FSO, and shall state the basis upon which the requester deems the visit to be Routine Business Visit. Such requests must include sufficient information to enable the FSO to make an informed decision concerning the proposed visit. The FSO, in the FSO’s discretion, may refuse to accept any request that the FSO believes lacks sufficient information and may refer any request to the designated Outside Director for evaluation, notwithstanding its designation as a Routine Business Request. Any request that the FSO believes is not properly characterized as a Routine Business Visit shall be referred to the designated Outside Director, who shall evaluate the request in accordance with the terms of the Agreement. b. Routine Business Visits are in general those that are made in connection with the regular day-to-day business operations of the Corporation, do not involve the transfer or receipt of classified information or controlled unclassified information, and pertain only to the commercial aspects of the Corporation’s business. Routine Business Visits include: (i) Visits for the purpose of discussing or reviewing such commercial subjects as the following: company performance versus plans or budgets; inventory, accounts receivable, accounting and financial controls; and implementation of business plans; and implementation of technical development programs; (ii) Visits of the kind made by commercial suppliers in general regarding the solicitation of orders, the quotation of prices, or the provision of products and services on a commercial basis; (iii) Visits concerning fiscal, financial, or legal matters involving compliance with the requirements of any foreign or domestic governmental authority responsible for regulating or administering the public issuing of or transactions involving stocks and securities; and (iv) Visits concerning marketing and technical activities relating to the import or export of products requiring compliance with regulations of United States departments or agencies, including but not limited to the Departments of Defense, Commerce, State, and Treasury.

VISITATION POLICY. 11.01. 11.01 The Chairman of the GSC shall designate at least one Outside Director who shall have authority to review, approve, and disapprove requests for visits (Note: As used in this Agreement, the term “"visits” " includes meetings at any location within or outside the United States, including but not limited to any facility owned or operated by the Corporation or any Affiliates) to the Corporation by all personnel who represent the Parent(s) and/or any of its Affiliates, including all of the directors, officers, employees, representatives, and agents of each. The designated Outside Director shall have authority to review, approve, and disapprove requests for proposed visits to any Parent(s) and/or any of its Affiliates Affiliate by all personnel who represent the Corporation, (including all of its directors, employees, officers, representatives, and agents, except for the Inside Director), as well as visits between or among such personnel at other locations. A record of all visit requests, including the decisions to approve or disapprove, and information regarding consummated visits, such as, date, place, personnel involved and summary of material discussion or communication, shall be maintained by the designated Outside Director and shall be periodically reviewed by the GSC. 11.02. Except for certain Routine Business Visits, as defined in Section 11.05 below, all visits must be approved in advance by the one of the Outside Directors designated by the GSC Chairman to act on such matters. All requests for visits shall be submitted or communicated to the FSO for routing to the designated Outside Director. Although strictly social visits at other locations between the Corporation personnel and personnel representing the Affiliates are not prohibited, written reports of such visits must be submitted after the fact to the FSO for filing with, and review by, the designated Outside Director and the GSC. 11.03. A written request for approval of a visit must be submitted to the FSO no less than seven (7) calendar days prior to the date of the proposed visit. If a written request cannot be accomplished because of an unforeseen exigency, the request may be communicated via telephone to the FSO and immediately confirmed in writing; however, the FSO may refuse to accept any request submitted less than seven (7) calendar days prior to the date of the proposed visit if the FSO determines that there is insufficient time to consider the request. The exact purpose and justification for the visit must be set forth in detail sufficient to enable one of the designated Outside Directors to make an informed decision concerning the proposed visit, and the FSO may refuse to accept any request that the FSO believes lacks sufficient information. Each proposed visit must be individually justified and a separate approval request must be submitted for each. 11.04. The FSO shall advise one of the designated Outside Directors of a request for approval of a visit (other than a Routine Business Visit) as soon as practicable after receipt of the written request. The designated Outside Director shall evaluate the request as soon as practicable after receiving it. The Outside Director may approve or disapprove the request, or disapprove the request pending submittal of additional information by the requester. The Outside Director’s decision shall be communicated to the requester by any means and it shall be confirmed in writing, when practicable, at least one day prior to the date of the proposed visit, but in no event later than six (6) calendar days after its receipt by the FSO. A chronological file of all documentation associated with meetings, visitations, and communications (contact reports), together with records of approvals and disapproval’s's, shall be maintained by the FSO for inspection by DSS. At the time of each GSC meeting, the Outside Directors of the Corporation shall review such documentation filed since the last meeting to ensure adherence to approved procedures by the requesters and the designated Outside Director and to verify that sufficient and proper justification has been furnished for approved visits. 11.05. Routine Business Visits a. Routine Business Visits, as defined in 11.05b. below, may be approved by the FSO, in the FSO’s discretion, without advance approval by one of the designated Outside Directors. Requests for Routine Business Visits must be submitted in advance, and in writing, to the FSO, and shall state the basis upon which the requester deems the visit to be Routine Business Visit. Such requests must include sufficient information to enable the FSO to make an informed decision concerning the proposed visit. The FSO, in the FSO’s discretion, may refuse to accept any request that the FSO believes lacks sufficient information and may refer any request to the designated Outside Director for evaluation, notwithstanding its designation as a Routine Business Request. Any request that the FSO believes is not properly characterized as a Routine Business Visit shall be referred to the designated Outside Director, who shall evaluate the request in accordance with the terms of the Agreement. b. Routine Business Visits are in general those that are made in connection with the regular day-to-day business operations of the Corporation, do not involve the transfer or receipt of classified information or controlled unclassified information, and pertain only to the commercial aspects of the Corporation’s business. Routine Business Visits include: (i) Visits for the purpose of discussing or reviewing such commercial subjects as the following: company performance versus plans or budgets; inventory, accounts receivable, accounting and financial controls; and implementation of business plans; and implementation of technical development programs; (ii) Visits of the kind made by commercial suppliers in general regarding the solicitation of orders, the quotation of prices, or the provision of products and services on a commercial basis; (iii) Visits concerning fiscal, financial, or legal matters involving compliance with the requirements of any foreign or domestic governmental authority responsible for regulating or administering the public issuing of or transactions involving stocks and securities; and (iv) Visits concerning marketing and technical activities relating to the import or export of products requiring compliance with regulations of United States departments or agencies, including but not limited to the Departments of Defense, Commerce, State, and Treasury.

VISITATION POLICY. 11.0110.01. The Chairman of the GSC shall must designate and authorize at least one Outside Director who shall have authority to review, approve, and disapprove requests for visits (Note: As used in this Agreement, the term “visits” includes meetings at any location within or outside the United States, including but not limited to any facility owned or operated by the Corporation or any Affiliates) visits12 to the Corporation by all personnel who represent the Parent(s) and/or any of its the Affiliates, including all of the directors, officers, employees, representatives, and agents of each. The designated Outside Director shall must also have authority to review, approve, and disapprove requests for proposed visits to any Parent(s) and/or any of its the Affiliates by all personnel who represent the Corporation, Corporation (including all of its directors, employees, officers, representatives, and agents, except for the Inside DirectorDirector who is deemed to represent the Affiliates for purposes of this Agreement), as well as visits between or among such personnel at other locations. Visits by the Inside Director must be approved by the designated Outside Director, unless the visits are to attend Corporate Board meetings or Corporate Board Committee meetings. A record of all visit requests, including the decisions to approve or disapprove, and information regarding consummated visits, such as, as the date, place, personnel involved involved, and summary of material discussion discussions or communicationcommunications, shall must be maintained by the designated Outside Director and shall be periodically reviewed by the GSCGSC and DSS. 11.0210.02. Except for certain Routine Business Visits, as defined in Section 11.05 10.05 below, all visits must be approved in advance by the one of the Outside Directors designated by the GSC Chairman to act on such matters. All requests for visits shall must be submitted or communicated to the FSO for routing to the designated Outside Director. Although strictly social visits at other locations between the Corporation and Affiliate personnel and personnel representing the Affiliates are not prohibited, written reports of such visits must be submitted after the fact to the FSO for filing with, and review by, the designated Outside Director and the GSC. 11.0310.03. A written request for approval of a visit (other than a Routine Business Visit) must be submitted to the FSO no less than seven (7) calendar days prior to the date of the proposed visit. If a written request cannot be accomplished because of an unforeseen exigency, the request may be communicated via telephone to the FSO and immediately confirmed in writing; however, the FSO may refuse to accept any request submitted less than seven (7) calendar days prior to the date of the proposed visit if the FSO determines that there is insufficient time to consider the request. The exact purpose and justification for the visit must be set forth in detail sufficient to enable one of the designated Outside Directors to make an informed decision concerning the proposed visit, and the FSO may refuse to accept any request that the FSO believes lacks sufficient information. Each proposed visit (other than a Routine Business Visit) must be individually justified and a separate approval request must be submitted for each. 12 As used in this Agreement, the term “visits” includes meetings at any location within or outside the United States, including but not limited to, any facility owned or operated by the Corporation or any of the Affiliates, and at the discretion of the GSC, may also include certain videoconferences and teleconferences. 11.0410.04. The FSO shall must advise one of the designated Outside Directors of a request for approval of a visit (other than a bona fide request for a Routine Business Visit) as soon as practicable after receipt of the written request. The designated Outside Director shall must evaluate the request as soon as practicable after receiving it. The Outside Director it and may approve or disapprove the request, or disapprove the request pending submittal submission of additional information by the requester. The Outside Director’s decision shall must be communicated to the requester by any means and means, but it shall must be confirmed in writing, when practicable, at least one day prior to the date of the proposed visit, but in no event later than six (6) calendar days after its receipt by the FSO. A chronological file of all documentation associated with meetings, visitations, and communications (“contact reports”), together with records of approvals and disapproval’sdisapprovals, shall must be maintained by the FSO for inspection by DSS. At the time of During each GSC meeting, the Outside Directors of the Corporation shall must review such documentation filed since the last meeting to ensure adherence to approved procedures by the requesters and the designated Outside Director and to verify that sufficient and proper justification has been furnished for approved visits. 11.05. Routine Business Visits a. Routine Business Visits, as defined in 11.05b. below, may be approved by the FSO, in the FSO’s discretion, without advance approval by one of the designated Outside Directors. Requests for Routine Business Visits must be submitted in advance, and in writing, to the FSO, and shall state the basis upon which the requester deems the visit to be Routine Business Visit. Such requests must include sufficient information to enable the FSO to make an informed decision concerning the proposed visit. The FSO, in the FSO’s discretion, may refuse to accept any request that the FSO believes lacks sufficient information and may refer any request to the designated Outside Director for evaluation, notwithstanding its designation as a Routine Business Request. Any request that the FSO believes is not properly characterized as a Routine Business Visit shall be referred to the designated Outside Director, who shall evaluate the request in accordance with the terms of the Agreement. b. Routine Business Visits are in general those that are made in connection with the regular day-to-day business operations of the Corporation, do not involve the transfer or receipt of classified information or controlled unclassified information, and pertain only to the commercial aspects of the Corporation’s business. Routine Business Visits include: (i) Visits for the purpose of discussing or reviewing such commercial subjects as the following: company performance versus plans or budgets; inventory, accounts receivable, accounting and financial controls; and implementation of business plans; and implementation of technical development programs; (ii) Visits of the kind made by commercial suppliers in general regarding the solicitation of orders, the quotation of prices, or the provision of products and services on a commercial basis; (iii) Visits concerning fiscal, financial, or legal matters involving compliance with the requirements of any foreign or domestic governmental authority responsible for regulating or administering the public issuing of or transactions involving stocks and securities; and (iv) Visits concerning marketing and technical activities relating to the import or export of products requiring compliance with regulations of United States departments or agencies, including but not limited to the Departments of Defense, Commerce, State, and Treasury.