Extract to table

The parties have agreed in principle that VPI's board of directors will consist of five (5) members, structured as follows: • Three (3) "Security Board Members," each of whom must be a United States citizen holding or eligible for a TOP SECRET/Sensitive Compartmented Information ("TS/SCI") security clearance

One of the three Security Board Members shall be designated as an independent Security Director — that is, an individual who is not a current or former employee of either VPI or HSAG

Under the agreed framework, certain key VPI personnel must remain employed by VPI for a minimum of twenty-four (24) months following the closing of the Transaction

In the event that any such individual departs VPI during the 24-month period (whether by resignation, termination, or otherwise), any replacement must be approved by both the GSC and the Defense Counterintelligence and Security Agency ("DCSA")

DoD representatives were firm, however, that the mandated divestiture remedy must remain available as an ultimate enforcement mechanism and were unwilling to accept the "willful and repeated" qualifier proposed by HSAG

HSAG has accepted the logical separation requirement and agrees that all systems handling classified information, CUI, and export-controlled technical data must be isolated from the HSAG network