Common use of Board Committees Clause in Contracts

Board Committees. Each Shareholder shall take all necessary or desirable actions within his, her or its control, including through the voting of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1, and the Company shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as a committee to the Board in accordance with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Committee and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception of the Executive Committee and the Credit Committee, any committee established by the Board shall consist of no more than three (3) members. The Executive Committee shall be comprised of each of the Major Investor Directors, shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member of the Board pursuant to Section 9.1(b). Each of the Nominating Committee and the Compliance Committee shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time to time by the Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal of the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board shall require the affirmative vote of a majority of the members of such committee. Except as otherwise determined by the Board, all actions of any committee of the Board (other than the Compensation Committee and the Compliance Committee) shall be submitted to the Board for approval or ratification. Actions of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, and no action of the Company, the Board or the Shareholders to limit such authority shall be effective without the written consent of each of the Major Investors.

Board Committees. Each Shareholder (i) Effective upon the appointment of the New Director as a Class III director, the Board and all applicable committees thereof shall take all necessary or desirable actions within his, her or its control, including through to dissolve the voting existing Strategic Review Committee of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1the Board (the “Strategic Committee”), and the Company responsibilities of the Strategic Committee shall rest with the full Board. (ii) Effective upon completion of the 2020 Annual Meeting, the Board and all applicable committees thereof shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as a committee appoint the New Director to the Board in accordance with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Committee and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception of the Executive Committee and the Credit Committee, any committee established by the Board shall consist of no more than three (3) members. The Executive Committee shall be comprised of each of the Major Investor Directors, shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member of the Board pursuant (the “Compensation Committee”). (iii) Concurrently with the execution of this Agreement, the Company further agrees to Section 9.1(b). Each establish a cost management committee of the Nominating Committee and Board (the Compliance Committee shall be comprised of one (1“Cost Committee”) of each of the Pine Brook Directors and the GS Directors, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time to time by the Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall haveto, among its responsibilitiesother things, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal of the independent public accountants or auditors oversee cost reduction initiatives of the Company. The Compliance Cost Committee shall have, among its responsibilities, remain in effect during the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (orStandstill Period and, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board shall require the affirmative vote of a majority of the members of such committee. Except as otherwise determined by the Board, all actions of any committee thereafter. The initial members of the Cost Committee shall consist of the New Director, who will serve as the Chairman of the Cost Committee during the Standstill Period, ▇▇▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. The Cost Committee shall have authority to make recommendations to the full Board regarding cost reduction initiatives and their execution timeline, and the Board shall have the sole right to review and approve or reject any recommendations made by the Cost Committee. (iv) The New Director will have the same rights as other non-member, non-management directors to be invited to meetings of Board committees of which he or she is not a member. (v) In the case of a resignation of the New Director from either the Compensation Committee or the Cost Committee (other than a resignation made pursuant to Section 1(d)(i)), the Compensation Committee and the Compliance Committee) replacement shall be submitted the applicable Replacement Director (as hereinafter defined) subject to the Board for approval or ratification. Actions terms of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, and no action of the Company, the Board or the Shareholders to limit such authority shall be effective without the written consent of each of the Major InvestorsSection 1(d)(ii) hereof.

Board Committees. Each Shareholder (i) Immediately following the execution of this Agreement, the Board shall take all necessary or desirable actions within his, her or its control, including through the voting of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1, and the Company shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as i) form a committee to the Board in accordance with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Strategic Committee and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception of the Executive Committee and the Credit Committee, any committee established by the Board shall consist of no more than three (3) members. The Executive Committee shall be comprised of each of the Major Investor Directors, shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member of the Board pursuant (the “Strategic Committee”) to Section 9.1(b). Each of the Nominating Committee and the Compliance Committee shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time to time by the Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation explore strategic alternatives for the management individual in question would default to Company, with the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal goal of the independent public accountants or auditors of creating value for the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review ’s shareholders and (ii) appoint ▇▇. ▇▇▇▇ and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory ▇▇. ▇▇▇▇▇▇▇ to the Compliance Strategic Committee. Any director not designated , plus two (2) Continuing Directors as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board shall require the affirmative vote of a majority of the members of such committee. Except as otherwise determined by the Board, with ▇▇. ▇▇▇▇ serving as its Chairman. During the Standstill Period, unless otherwise agreed by Starboard, the Strategic Committee shall be composed of four (4) directors, including two (2) Appointed Directors (or Replacement Directors). Subject to Nasdaq rules and applicable law, in the event either of the Appointed Directors shall for any reason cease to serve on the Strategic Committee, until such time as a Replacement Director is appointed to the Strategic Committee, at least one other Appointed Director will serve as an interim member of the Strategic Committee. (ii) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint ▇▇. ▇▇▇▇▇▇▇ to the Audit Committee. (iii) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint Ms. Norwalk to the Management Compensation Committee. (iv) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint ▇▇. ▇▇▇▇ to the Management Compensation Committee. (v) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint ▇▇. ▇▇▇▇▇▇▇ to the Nominating Committee. (vi) During the Standstill Period, each committee and subcommittee of the Board, including any new committee(s) and subcommittee(s) that may be established, shall include at least one (1) Appointed Director, provided that at least one (1) Appointed Director satisfies any Nasdaq listing standards and legal requirements for service on any such committee with respect to financial expertise and independence. (vii) Subject to Nasdaq rules and applicable laws, during the Standstill Period, the Board and all applicable committees of the Board shall give each of the Appointed Directors the same due consideration for membership to each other committee of the Board (as any other than the Compensation Committee and the Compliance Committee) shall be submitted to the Board for approval or ratification. Actions of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, and no action of the Company, the Board or the Shareholders to limit such authority shall be effective without the written consent of each of the Major Investorsindependent director.

Board Committees. Each Shareholder shall take all necessary or desirable actions within his, her or its control, including through 7.1 The Board of Holdco (but not the voting other Group Companies) for the time being may delegate any of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1, and the Company shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as a committee their powers to the Board in accordance with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Committee following committees and such other committees as it shall the Board of Holdco may deem appropriate from time fit (Board Committees): (a) an audit committee (Audit Committee); (b) a nominating and compensation committee (Nominating/Compensation Committee); and (c) an executive committee. 7.2 The number of members to time, be comprised in accordance with the provisions of this Section 9.2. With the exception each of the Executive Committee and the Credit Committee, any committee established Board Committees shall be determined by the Parties provided that each Party shall be entitled to appoint an equal number of representatives on each of the Board shall consist of no more than three (3) membersCommittees. The Executive chairman of the Audit Committee shall be comprised appointed by QIV for the first year, TLS for the second year and PharmaCo for the third year, and thereafter, such appointment right shall be rotated among QIV, TLS and PharmaCo for every subsequent year. The chairman of the Nominating/Compensation Committee shall be appointed by PharmaCo for the first year and QIV for the second year, and thereafter, such appointment right shall be rotated between PharmaCo and QIV for every subsequent year. 7.3 All decisions of each of the Major Investor Directors, shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member of the Board pursuant to Section 9.1(b). Each of the Nominating Audit Committee and the Compliance Committee shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time to time by the Board. The Nominating/Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal of the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board shall require the affirmative vote votes of a majority of all the members representatives from the Parties on such Board Committee. The chairman of such committee. Except as otherwise Board Committee shall not have a second or casting vote at meetings of such Board Committee. 7.4 The roles, responsibilities and powers of each Board Committee shall be determined by the Board, all actions Board of any committee of the Board (other than the Compensation Committee and the Compliance Committee) shall be submitted to the Board for approval or ratification. Actions of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, and no action of the Company, the Board or the Shareholders to limit such authority shall be effective without the written consent of each of the Major InvestorsHoldco.

Board Committees. Each Shareholder shall take all necessary or desirable actions within his, her or its control, including through the voting (a) The Board of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1, and Directors of the Company shall take at all necessary or desirable actions within its control times maintain a duly constituted Audit Committee and Compensation Committee (including calling special Board and General Meetingsthe “Required Committees”), so comprising solely of “independent directors” (as to establish described in Section 4.11 and as a committee to the Board in accordance with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Committee defined by applicable rules and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception regulations of the Executive Committee SEC). The Board of Directors of the Company shall adopt charters for each of the Required Committees within ninety (90) days following the closing of the purchase and sale of the Credit Committee, Common Stock hereunder. In addition to any committee established other matters delegated by the Board shall consist of no more than three (3) members. The Executive Directors, the charter for the Compensation Committee shall be comprised of each of state that the Major Investor Directors, Compensation Committee shall have oversight of capital adequacythe primary decision-making authority, financial reporting, and legal and regulatory matters (not otherwise within subject to the superseding authority of the Compliance Board of Directors unless such superseding authority is prohibited by the rules and regulations of the SEC or the listing standards of the national securities exchange upon which the Common Stock is then listed, with respect to the following: (i) the Company’s equity compensation plans, (ii) any grants or awards under such plans, (iv) any bonus pool and (v) the compensation of the Company’s executive officers. If included in the Compensation Committee)’s charter, and but without any obligation that the charter must include such a provision, the Compensation Committee also shall be responsible for communications with management regarding have the Company and primary decision-making authority, subject to the operation of its business. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member superseding authority of the Board pursuant to Section 9.1(b). Each of Directors unless such superseding authority is prohibited by the rules and regulations of the Nominating Committee and SEC or the Compliance Committee shall be comprised of one (1) of each listing standards of the Pine Brook Directors and national securities exchange upon which the GS DirectorsCommon Stock is then listed, for so long as Pine Brook and GS, respectively, shall remain Major Investors, and one (1) director appointed from time with respect to time by the Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, (b) any compensation matters approved by the Board shall also require the unanimous approval of the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus of other key employees (whiche.g., if anyheads of sales/marketing, will reflect such individual’s base expected bonus compensationchief technology officer, chief compliance officer). The Audit Committee shall have, among its responsibilities, have such oversight as is customary for such a committee on a public company board of directors. (b) If AIG’s designee for a director has been appointed to the engagement, appointment Board of Directors and removal of would be considered an “independent” director under the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause listing standards of the Company to implement, (A) an annual (or, if determined necessary by standards of the Compliance Committee, more frequent) review of such compliance functions at national securities exchange upon which the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review Common Stock were then listed and (ii) appoint any applicable rules and remove a chief compliance officer regulations of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory SEC relating to the Compliance Committee. Any director not designated as a member independence of a committee shall have the right to attend any meetings members of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board of Directors, and AIG so elects, the Company shall be required to promptly appoint AIG’s designee a member of each Required Committee. If AIG does not elect to require the affirmative vote Company to have its designee appointed a member of a majority any of the Required Committees, such designee shall be entitled to receive notice of and materials delivered to members of such committeeRequired Committee at the same time as delivered to such members and permitted to attend and observe each meeting of such Required Committee. Except as otherwise determined by the Board, all actions of any committee of the Board (other than the Compensation Committee and the Compliance Committee) shall be submitted If AIG has not elected to have a designee appointed to the Board for approval or ratification. Actions of Directors, but rather designate an observer, such observer will similarly be entitled to receive notice of and materials delivered to members of such Required Committee at the Compensation Committee same time as delivered to such members and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, to attend and no action of the Company, the Board or the Shareholders to limit such authority shall be effective without the written consent observe each meeting of each of the Major InvestorsRequired Committee.

Board Committees. Each Shareholder (a) As promptly as practicable following the appointment of ▇▇. ▇▇▇▇▇▇▇▇▇ to the Board, the Board shall take all actions necessary or desirable actions within his, her or its controlto form a Strategy Committee of the Board (the “Strategy Committee”) that will support the Board and management as set forth in the Strategy Committee’s charter. The Strategy Committee will consist of four directors, including through the voting of all voting Company Securities over which such Shareholder has voting control▇▇. ▇▇▇▇▇▇▇▇▇; provided, whether now owned or acquired hereafterhowever, or through any director designated pursuant if an Investor Director is appointed to Section 9.1, and the Company shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as a committee to the Board in accordance with the Bye-laws an Executive Committee, a Nominating Committee, a Compensation Committee, an Audit Committee, a Credit Committee, a Compliance Committee and such other committees as it shall deem appropriate from time to time, in accordance with the provisions of this Section 9.2. With the exception of the Executive Committee and the Credit Committee, any committee established by the Board shall consist of no more than three (3) members. The Executive Committee shall be comprised of each of the Major Investor Directors, shall have oversight of capital adequacy, financial reporting, and legal and regulatory matters (not otherwise within the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit Committee shall be comprised of one (1) director designated by each Investor entitled to designate a member of the Board pursuant to Section 9.1(bparagraph 1(b). Each , the Board shall take all actions necessary to appoint such Investor Director as a fifth member of the Nominating Committee and Strategy Committee. ▇▇. ▇▇▇▇▇▇▇▇▇ will be the Compliance Committee shall be comprised of one (1) of each initial Chair of the Pine Brook Directors and Strategy Committee. The initial charter of the GS Directors, for so long Strategy Committee will be in the form attached to this Agreement as Pine Brook and GS, respectively, shall remain Major InvestorsExhibit A (the “Strategy Committee Charter”), and one (1) director appointed from time any proposed change to time by the Board. The Compensation Strategy Committee shall consist of two (2) members, shall be comprised of one (1) of each Charter will require the prior written consent of the Pine Brook Directors and the GS Directors and shall haveInvestors (such consent not to be unreasonably withheld, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on conditioned or prior to June 30, 2012, (a) the members of the Compensation Committee must agree unanimously on such compensation matters, delayed). (b) As promptly as practicable following the appointment of ▇▇. ▇▇▇▇▇▇▇▇▇ to the Board, the Board shall take all action necessary to appoint ▇▇. ▇▇▇▇▇▇▇▇▇ to the Integration Committee of the Board (the “Integration Committee”). With the addition of ▇▇. ▇▇▇▇▇▇▇▇▇, the Integration Committee will consist of four directors. ▇▇▇▇▇ ▇’▇▇▇▇▇▇ ▇▇▇▇ continue to serve as the Chair of the Integration Committee. The charter of the Integration Committee was adopted on July 14, 2025 and is attached to this Agreement as Exhibit B (the “Integration Committee Charter”). (c) As promptly as practicable following the appointment of an Investor Director to the Board, the Board shall take all actions necessary to appoint such Investor Director to the Finance and Investment Committee of the Board. (d) If any compensation matters New Director (as defined below) is unable or unwilling to serve as a member of any committee to which such New Director has been appointed pursuant to this paragraph 2, resigns as a member of any such committee, is removed as a member or ceases to be a member of any such committee for any other reason prior to the Expiration Date, and at such time the Investors satisfy the Minimum Ownership Threshold (as defined below), the Investors shall be entitled to select, in consultation with the Company and as approved by the Board shall also require (such approval not to be unreasonably withheld, conditioned or delayed), a director serving on the unanimous approval of Board at the Compensation Committee and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal of the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review time of such compliance functions at the Company and selection (Bincluding a Replacement New Director (as defined below) remediation of any non-compliance determined by the Compliance Committee appointed pursuant to exist based paragraph 4) to serve on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observerreplacement for such member. Except as otherwise provided in this Agreement or in Effective upon the Bye-laws, all actions appointment of each committee of the Board shall require the affirmative vote of a majority of the members of any such replacement member to such committee. Except as otherwise determined by , such replacement member will be considered a New Director solely for the Board, all actions purposes of any committee of the Board (other than the Compensation Committee and the Compliance Committee) shall be submitted to the Board for approval or ratification. Actions of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, and no action of the Company, the Board or the Shareholders to limit such authority shall be effective without the written consent of each of the Major Investorsthis paragraph 2(d).

Board Committees. Each Shareholder (a) During the Designated Period, unless the board of directors shall take all necessary or desirable actions within his, her or its control, including through the voting of all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, or through any director designated pursuant to Section 9.1, and the Company shall take all necessary or desirable actions within its control (including calling special Board and General Meetings), so as to establish as have adopted a committee resolution to the Board in accordance contrary that was approved with the Bye-laws an Executive CommitteeRequisite Approval, the board of directors shall designate, establish and maintain the following standing committees (each, a Nominating “Specified Post-Merger Committee, a Compensation Committee, an ”): (A) the Audit Committee, a Credit Committee, a Compliance (B) the Nominating and Governance Committee and such other committees as it shall deem appropriate from time to time, in accordance with (C) the provisions of this Section 9.2. With the exception Compensation Committee. (b) As of the Executive Committee and the Credit CommitteeEffective Time, any committee established by the Board shall consist of no more than three (3) members. The Executive each Specified Post-Merger Committee shall be comprised composed solely of an equal number of Initial CBS Directors and Initial Viacom Directors. During the Designated Period, unless the board of directors shall have adopted a resolution to the contrary that was approved with the Requisite Approval, the members of each Specified Post-Merger Committee (including the initial members as of the Major Investor DirectorsEffective Time) shall be designated, appointed and approved by the board of directors acting with the Requisite Approval. During the Designated Period, unless the board of directors shall have oversight of capital adequacyadopted a resolution to the contrary that was approved with the Requisite Approval, financial reporting, and legal and regulatory matters (not otherwise within the authority of the Compliance Committee), and shall be responsible for communications with management regarding the Company and the operation of its business. The Credit each Specified Post-Merger Committee shall be comprised composed solely of one (1) director designated by each Investor entitled to designate a member an equal number of the Board pursuant Initial CBS Directors and Initial Viacom Directors; provided that each such member must meet all director independence and other standards of the New York Stock Exchange and the U.S. Securities and Exchange Commission applicable to Section 9.1(b). Each his or her service. (c) As of the Effective Time, (i) the chairperson of the Audit Committee shall be an Initial CBS Director, (ii) the chairperson of the Nominating Committee and the Compliance Governance Committee shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors, for so long as Pine Brook and GS, respectively, shall remain Major Investorsan Initial Viacom Director, and one (1) director appointed from time to time by the Board. The Compensation Committee shall consist of two (2) members, shall be comprised of one (1) of each of the Pine Brook Directors and the GS Directors and shall have, among its responsibilities, the approval of all aspects of compensation for senior management including salary, bonus and restricted share grants, and administration of the Share Plan. At all times on or prior to June 30, 2012, (aiii) the members chairperson of the Compensation Committee must agree unanimously on such compensation mattersshall be an Initial CBS Director. During the Designated Period, unless the board of directors shall have adopted a resolution to the contrary that was approved with the Requisite Approval, (bx) any compensation matters approved by the Board chairperson of the Audit Committee shall also require be an Initial CBS Director, (y) the unanimous approval chairperson of the Nominating and Governance Committee shall be an Initial Viacom Director, and (z) the chairperson of the Compensation Committee shall be an Initial CBS Director; provided that each such designated chairperson must meet all director independence and (c) in the event the Compensation Committee cannot reach unanimous agreement concerning any compensation matter, the compensation for the management individual in question would default to the individual’s base salary and target bonus (which, if any, will reflect such individual’s base expected bonus compensation). The Audit Committee shall have, among its responsibilities, the engagement, appointment and removal other standards of the independent public accountants or auditors of the Company. The Compliance Committee shall have, among its responsibilities, the responsibility of ensuring compliance by the Company with all applicable law and regulation. In carrying out such responsibility, the Compliance Committee shall (i) develop and adopt a plan for, oversee and cause the Company to implement, (A) an annual (or, if determined necessary by the Compliance Committee, more frequent) review of such compliance functions at the Company and (B) remediation of any non-compliance determined by the Compliance Committee to exist based on any such review and (ii) appoint and remove a chief compliance officer of the Company and determine the compensation of such officer, who shall have the responsibility of overseeing the day-to-day compliance functions of the Company and preparing a compliance report on an annual basis in a form reasonably satisfactory to the Compliance Committee. Any director not designated as a member of a committee shall have the right to attend any meetings of such committee as a non-voting observer. Except as otherwise provided in this Agreement or in the Bye-laws, all actions of each committee of the Board shall require the affirmative vote of a majority of the members of such committee. Except as otherwise determined by the Board, all actions of any committee of the Board (other than the Compensation Committee New York Stock Exchange and the Compliance Committee) shall be submitted U.S. Securities and Exchange Commission applicable to the Board for approval his or ratification. Actions of the Compensation Committee and the Compliance Committee shall, if validly taken, constitute the action of the Board for all purposes, and no action of the Company, the Board or the Shareholders to limit such authority shall be effective without the written consent of each of the Major Investorsher service.