definiens: means a natural person w ho, for the 5 year period prior to his or her appointment as Independent Direct or has not been, and during the continuation of his or her service as Independe nt Director is not : ( i ) an employee, director, manager, stockholder, partner or officer of [COMPANY] US, or any of its Affiliates ( other than his or her service as an Independent Director of, or in a similar capacity with ( A ) [COMPANY] US or ( B ) an Affiliate of [COMPANY] US that is not a person or enti ty that owns a direct or indirect equity interest in [COMPANY] US ) ; ( ii ) a creditor, customer or supplie r of [COMPANY] US or any of its Affiliates ; ( iii ) any member of the immediate family of a person described in ( i ) or ( ii ) ; or ( iv ) a person controlling, controlled by or under common control w ith ( each as defined within the definition of ) any person or entity described above