Common use of Xenon 2 Directors Clause in Contracts

Xenon 2 Directors. (a) NBC shall have the right to select six ----------------- persons to serve as members of the Board of Directors of Xenon 2 to be elected by the holders of the Class B Common Stock, voting separately as a class (such persons, or any replacement persons, the "Nominees"), and Xoom and Xenon 2 shall -------- cause the Nominees to be appointed to the Board of Directors of Xenon 2 (to the extent the Nominees so consent) as of the Effective Time. (b) Xoom and Xenon 2 shall also cause to be appointed to the Board of Directors of Xenon 2 (to the extent they so consent) as of the Effective Time the current Chairman of the Board of Xoom, the four current outside directors of Xoom and an additional person designated by Xoom. (c) Xoom and Xenon 2 shall also cause to be appointed to the Board of Directors of Xenon 2 as of the Effective Time one additional person mutually agreed upon by NBC and Xoom who shall not be affiliated with either party. (d) Xenon 2 will cause the Surviving Corporation to indemnify each person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of NMC from and after the Effective Time (individually an "Indemnified Party" and ----------------- collectively the "Indemnified Parties"), with respect to acts or omissions ------------------- occurring prior to the Effective Time to the full extent provided as of the date hereof under the certificate of incorporation, bylaws, other similar organizational documents of NMC or applicable law. The rights under this Section 6.6(d) are contingent upon the occurrence of, and will survive -------------- consummation of, the transactions contemplated hereby and are expressly intended to benefit each Indemnified Party each of whom shall have third party beneficiary rights hereunder.

Xenon 2 Directors. (a) NBC shall have the right to select six ----------------- persons to serve as members of the Board of Directors of Xenon 2 to be elected by the holders of the Class B Common Stock, voting separately as a class (such persons, or any replacement persons, the "Nominees"), and Xoom and Xenon 2 shall -------- cause the Nominees to be appointed to the Board of Directors of Xenon 2 (to the extent the Nominees so consent) as of the Effective Time. (b) Xoom and Xenon 2 shall also cause to be appointed to the Board of Directors of Xenon 2 (to the extent they so consent) as of the Effective Time the current Chairman of the Board of Xoom, the four current outside directors of Xoom and an additional person designated by Xoom. (c) Xoom and Xenon 2 shall also cause to be appointed to the Board of Directors of Xenon 2 as of the Effective Time one additional person mutually agreed upon by NBC and Xoom who shall not be affiliated with either party. (d) Xenon 2 will cause the Surviving Corporation to indemnify each person who is now, or has been at any time prior to the date of this AgreementMay 9, 1999, or who becomes prior to the Effective Time, a director or officer of NMC from and after the Effective Time (individually an "Indemnified Party" and ----------------- collectively the ----------------- "Indemnified Parties"), with respect to acts or omissions ------------------- occurring prior to ------------------- the Effective Time to the full extent provided as of the date hereof under the certificate of incorporation, bylaws, other similar organizational documents of NMC or applicable law. The rights under this Section 6.6(d) are contingent upon -------------- the occurrence of, and will survive -------------- consummation of, the transactions contemplated hereby and are expressly intended to benefit each Indemnified Party each of whom shall have third party beneficiary rights hereunder.

Xenon 2 Directors. (a) NBC shall have the right to select six ----------------- persons to serve as members of the Board of Directors of Xenon 2 to be elected by the holders of the Class B Common Stock, voting separately as a class (such persons, or any replacement persons, the "Nominees"), and Xoom and Xenon 2 shall -------- cause the Nominees to be appointed to the Board of Directors of Xenon 2 (to the extent the Nominees so consent) as of the Effective Time. (b) Xoom and Xenon 2 shall also cause to be appointed to the Board of Directors of Xenon 2 (to the extent they so consent) as of the Effective Time the current Chairman of the Board of Xoom, the four current outside directors of Xoom and an additional person designated by Xoom. (c) Xoom and Xenon 2 shall also cause to be appointed to the Board of Directors of Xenon 2 as of the Effective Time one additional person mutually agreed upon by NBC and Xoom who shall not be affiliated with either party. (d) Xenon 2 will cause the Surviving Corporation to indemnify each person who is now, or has been at any time prior to the date of this AgreementMay 9, 1999, or who becomes prior to the Effective Time, a director or officer of NMC from and after the Effective Time (individually an "Indemnified Party" and ----------------- collectively the ----------------- "Indemnified Parties"), with respect to acts or omissions ------------------- occurring prior to ------------------- the Effective Time to the full extent provided as of the date hereof May 9, 1999 under the certificate of incorporation, bylaws, other similar organizational documents of NMC or applicable law. The rights under this Section 6.6(d) are contingent upon -------------- the occurrence of, and will survive -------------- consummation of, the transactions contemplated hereby and are expressly intended to benefit each Indemnified Party each of whom shall have third party beneficiary rights hereunder.

Xenon 2 Directors. (a) NBC shall have the right to select six ----------------- persons to serve as members of the Board of Directors of Xenon 2 to be elected by the holders of the Class B Common Stock, voting separately as a class (such persons, or any replacement persons, the "Nominees"), and Xoom and Xenon 2 shall -------- cause the Nominees to be appointed to the Board of Directors of Xenon 2 (to the extent the Nominees so consent) as of the Effective Time. (b) Xoom and Xenon 2 shall also cause to be appointed to the Board of Directors of Xenon 2 (to the extent they so consent) as of the Effective Time the current Chairman of the Board of Xoom, the four current outside directors of Xoom and an additional person designated by Xoom. (c) Xoom and Xenon 2 shall also cause to be appointed to the Board of Directors of Xenon 2 as of the Effective Time one additional person mutually agreed upon by NBC and Xoom who shall not be affiliated with either party. (d) Xenon 2 will cause the Surviving Corporation to indemnify each person who is now, or has been at any time prior to the date of this AgreementMay 9, 1999, or who becomes prior to the Effective Time, a director or officer of NMC from and after the Effective Time (individually an "Indemnified Party" and ----------------- collectively the "Indemnified Parties"), with respect to acts or omissions ------------------- occurring prior to the Effective Time to the full extent provided as of the date hereof May 9, 1999 under the certificate of incorporation, bylaws, other similar organizational documents of NMC or applicable law. The rights under this Section 6.6(d) are contingent upon the occurrence of, and will survive -------------- consummation of, the transactions contemplated hereby and are expressly intended to benefit each Indemnified Party each of whom shall have third party beneficiary rights hereunder.