Common use of Rule 14d-10 Clause in Contracts

Rule 14d-10. As of the Acceptance Time, a committee of the independent members of the Company Board (each member of which the Company Board has determined is an “independent director” in accordance with the requirements of Rule 14d–10(d)(2) under the Exchange Act) shall have: (i) at a meeting duly called and held, duly adopted resolutions approving each employment compensation, severance and employee benefit agreement, arrangement or understanding entered into or established on or before the Agreement Date by the Company or its Subsidiaries with or for the benefit of current or future directors, officers or employees of the Company and its Subsidiaries as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act; and (ii) taken all other actions and made all other determinations necessary or advisable to ensure that any such arrangements fall within the safe harbor provisions of Rule 14d–10(d).