OR POLICIES OF ANOTHER CLASS B MEMBER; OR
(D)
ENTER INTO ANY DISCUSSIONS OR UNDERSTANDINGS
WITH ANY THIRD PARTY WHICH WOULD RESULT IN A VIOLATION OF THE FOREGOING.
The foregoing obligations of the Class B Members shall terminate upon one (1)
year after:
(a) the dissolution of the Operating Company; or (b) the transfer
or conversion by either Class B Member of the Class B Common Stock of the
Management Company Beneficially Owned, directly or indirectly, by the Member or
its Subsidiaries.
16.9.
NON-HIRE AND NON-SOLICITATION OF EMPLOYEES. A CLASS B MEMBER SHALL
NOT HIRE OR ATTEMPT TO HIRE ANY EXECUTIVE OFFICERS OF THE OPERATING COMPANY
WHILE IT OR A SUBSIDIARY OWNS A SHARE OF CLASS B COMMON STOCK WITHOUT THE
CONSENT OF THE CLASS B DIRECTORS; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL
BE DEEMED TO PROHIBIT (I) SKT FROM HIRING ANY FORMER SKT EMPLOYEES; PROVIDED
THAT SUCH EMPLOYEES TERMINATE THEIR EMPLOYMENT RELATIONSHIP WITH THE OPERATING
COMPANY, WHICH TERMINATION WAS NOT INDUCED BY SKT OR AFFILIATES OF SKT, OR (II)
A CLASS B MEMBER FROM CONDUCTING SOLICITATIONS OF THE GENERAL PUBLIC FOR
EMPLOYMENT BY SUCH CLASS B MEMBER.
16.10.
MEMBERS' EXPENSES. EACH PARTY SHALL PAY FOR THE EXPENSES INCURRED IN
CONNECTION WITH ITS DIRECTORS AND EMPLOYEES ATTENDING MEETINGS. THE MANAGEMENT
COMPANY SHALL DEVELOP A PLAN FOR COMPENSATING OUTSIDE DIRECTORS.
16.11.
INSURANCE. THE OPERATING COMPANY SHALL PURCHASE AND MAINTAIN
INSURANCE COVERAGE ADEQUATE TO COVER RISKS OF SUCH TYPES AND IN SUCH AMOUNTS AS
ARE CUSTOMARY FOR COMPANIES OF SIMILAR SIZE ENGAGED IN SIMILAR LINES OF
BUSINESS, INCLUDING, WITHOUT LIMITATION, LIABILITY INSURANCE FOR THE BENEFIT OF
ITS EMPLOYEES AND OFFICERS WITH RESPECT TO CLAIMS AGAINST
40
SUCH EMPLOYEES AND OFFICERS IN THEIR CAPACITY AS EMPLOYEES AND OFFICERS IN SUCH
AMOUNTS AS THE MANAGEMENT COMPANY SHALL DETERMINE ARE ADEQUATE.
16.12.
FREEDOM OF ACTION. NO MEMBER SHALL BE LIABLE FOR BREACH OF ANY
FIDUCIARY DUTY TO THE OPERATING COMPANY. IN THE EVENT THAT A MEMBER ACQUIRES
KNOWLEDGE OF A POTENTIAL TRANSACTION, AGREEMENT, ARRANGEMENT OR OTHER MATTER
WHICH MAY BE A CORPORATE OPPORTUNITY FOR BOTH SUCH MEMBER AND THE OPERATING
COMPANY, SUCH MEMBER SHALL NOT HAVE ANY DUTY TO COMMUNICATE OR OFFER SUCH
CORPORATE OPPORTUNITY TO THE OPERATING COMPANY AND SUCH MEMBER SHALL NOT BE
LIABLE TO THE OPERATING COMPANY FOR BREACH OF ANY FIDUCIARY OR OTHER DUTY BY
REASON OF THE FACT THAT SUCH MEMBER PURSUES OR ACQUIRES SUCH CORPORATE
OPPORTUNITY FOR ITSELF, DIRECTS SUCH CORPORATE OPPORTUNITY TO ANOTHER PERSON OR
ENTITY OR DOES NOT COMMUNICATE SUCH CORPORATE OPPORTUNITY TO THE OPERATING
COMPANY. THE MEMBERS ACKNOWLEDGE AND AGREE THAT THE TERMS OF THIS SECTION 16.12
SHALL IN NO WAY RESTRICT OR EXPAND THAT RIGHTS AND OBLIGATIONS OF THE MEMBERS
SET FORTH IN ARTICLE 5.
16.13.
INDEMNIFICATION. THE OPERATING COMPANY SHALL, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW AS IT PRESENTLY EXISTS OR MAY HEREAFTER BE AMENDED,
INDEMNIFY ANY PERSON WHO IS A PARTY, OR IS THREATENED TO BE MADE A PARTY, TO ANY
LITIGATION BY REASON OF THE FACT THAT SUCH PERSON