Common use of Nominating Committee Clause in Contracts

Nominating Committee. Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

Nominating Committee. Subject (a) At or prior to the provisions date of Article Xthis Agreement, the Bylaws of the Company have been amended to provide that: (i) a Joint Nominating Committee, a Chri▇▇▇▇▇▇▇ ▇▇▇inating Committee and a Kalitta Nominating Committee of the Board of Directors of the Company shall be created for the period beginning on the date of this Agreement and expiring at the end of the Term; (ii) the Joint Nominating Committee shall consist of such number of Directors (none of whom shall be an employee Chri▇▇▇▇▇▇▇ ▇▇▇ Kalitta for so long as each is a director of the CorporationCompany; (iii) the Chri▇▇▇▇▇▇▇ ▇▇▇inating Committee shall consist of Chri▇▇▇▇▇▇▇ ▇▇▇ so long as he is a director of the Company; (iv) the Kalitta Nominating Committee shall consist of Kalitta for so long as he is a director of the Company; (v) each such Nominating Committee shall have the powers and duties described in, and be subject to the applicable provisions concerning notice, quorum, membership and resolution of deadlock and related provisions of, Sections 3.1.2 and 3.1.3; and (vi) such Bylaw provisions and the Bylaw provisions described below in this Section 3.1.2 may be determined from time to time by amended or (b) The Bylaws of the Board. Subject Company have been further amended at or prior to the provisions date of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject this Agreement to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration provide that (i) the Joint Nominating Committee shall have the exclusive power on behalf of the Board of Directors shall have meaningful representation to nominate a person for election as a director of the Company as a diversity Joint Designee and to fill any vacancy of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded the Joint Designee on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade Directors of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participantsCompany; (ii) at least 10% the Chri▇▇▇▇▇▇▇ ▇▇▇inating Committee shall have the exclusive power on behalf of the members of Board of Directors shall be composed of the Company to nominate Chri▇▇▇▇▇▇▇ ▇▇▇ persons representing farmers, producers, merchants or exporters for election as directors of principal commodities traded the Company as Chri▇▇▇▇▇▇▇ ▇▇▇ignees and to fill vacancies on the Exchange or the CBOTBoard of Directors vacated by Chri▇▇▇▇▇▇▇ ▇▇▇ignees; and (iii) at least 20% of the members Kalitta Nominating Committee shall have the exclusive power on behalf of the Board of Directors to nominate Kalitta and persons for election as directors of the Company as Kalitta Designees and to fill vacancies on the Board of Directors vacated by the Kalitta Designees. (c) During the Term, but subject to Section 3.1.5, and except as otherwise agreed in writing by the Requisite Chri▇▇▇▇▇▇▇ ▇▇▇ckholders and the Requisite Kalitta Stockholders, each of the Stockholders shall, and shall be composed cause each of persons who do not possess trading privileges on either such Stockholder's Affiliates to, (i) vote (or act by written consent with respect to) any shares of Common Stock and other Company voting securities each Beneficially Owns (x) for the Exchange nominee of the Joint Nominating Committee for election as a director of the Company as a Joint Designee (or the CBOT, are not salaried employees nominee as a Joint Designee of the Corporation entire Board of Directors in accordance with the Bylaws if the Joint Nominating Committee cannot agree within ten (10) days as contemplated in Section 3.1.3 below) and are against removal except for cause, (y) for Chri▇▇▇▇▇▇▇ ▇▇▇ the nominees of the Chri▇▇▇▇▇▇▇ ▇▇▇inating Committee for election as a director of the Company as a Chri▇▇▇▇▇▇▇ ▇▇▇ignee and against removal except for cause and (z) for Kalitta and the nominees of the Kalitta Nominating Committee for election as a director of the Company as a Kalitta Designee and against removal except for cause and (ii) not officers, principals vote (or employees who are involved act by written consent with respect to) any shares of Common Stock or other the Company voting securities each Beneficially Owns in operating favor of any person to serve as a director of the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoingCompany unless such person has been so nominated. (d) The Joint Nominating Committee, the Chri▇▇▇▇▇▇▇ ▇▇▇inating Committee and the Kalitta Nominating Committee (as applicable) shall include nominate the Chief Executive Officer persons named on Schedule 2 for re-election when their terms expire unless such person is unable or unwilling to serve or if such person has been removed for cause. For purposes of this Section 3.1.2, "cause" shall have the meaning set forth in the Certificate of Incorporation of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact businessCompany.

Nominating Committee. Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

Nominating Committee. Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or ), Board of Trade of the City of Chicago, Inc. (the “CBOT”) or any other exchange or market designated by the Commodity Futures Trading Commission as a contract market and owned and operated by the Corporation (the “Contract Markets”), participants in a variety of pits or principal groups of commodities traded on the Exchange or Exchange, the CBOT or any Contract Market, and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange Exchange, the CBOT or the CBOTany Contract Market; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange Exchange, the CBOT or the CBOTany Contract Market, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange Exchange, the CBOT or the CBOTany Contract Market. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.