5th Director

5th Director. One (1) individual designated by L. Charles Moncla, Jr. and approved by holders of a majority in interest of the Stock Units, such approval not to be unreasonably withheld, which individual shall initially be Daniel T. Layton (the "5th Director"); provided however, that from and after the date that is one year following March 3, 2011, the holders of a majority in interest of the Stock Units may either re-designate the 5th Director or designate a new 5th Director which director shall be subject... to the consent of the remaining members of the Board (which consent shall not be unreasonably withheld). If a majority of the remaining members of the Board do not approve the initial new 5th Director designated by the holders of a majority in interest of the Stock Units, such holders shall designate a second 5th Director. If the second 5th director is not approved by a majority of the remaining members of the Board, then such holders shall submit a list of four potential 5th directors (which list may include the first two 5th Directors previously rejected by the members of the Board), and a majority of the remaining members of the Board shall select the 5th Director from such list; View More