GRANTED, IF ANY, AND CASH PAID TO THE
INDEPENDENT DIRECTOR BY THE MEMBER IS EQUAL TO THE OPTION VALUE OF THE STOCK
OPTIONS RECOMMENDED TO BE ISSUED BY THAT MEMBER TO SUCH INDEPENDENT DIRECTOR BY
THE MANAGING BOARD.
4.6
Initial Designation.
The Directors designated as of the Effective Date are set forth on Schedule 4.6
hereto.
4.7
Directors Bound.
(A)
EACH PERSON ELECTED TO SERVE AS A DIRECTOR OF THE COMPANY SHALL
SIGN THIS AGREEMENT, OR A COUNTERPART HEREOF OR AMENDMENT HERETO, OR OTHER
WRITING PURSUANT TO WHICH SUCH PERSON (I) ACKNOWLEDGES RECEIPT OF A COPY OF THIS
AGREEMENT AS AMENDED AND IN EFFECT AS OF THE DATE OF SUCH WRITING, (II) AGREES
THAT SUCH PERSON IS A PARTY TO AND BOUND BY THIS AGREEMENT, INCLUDING THE POWER
OF ATTORNEY SET FORTH BELOW, (III) AGREES TO PERFORM THE DUTIES OF A DIRECTOR
HEREUNDER, AND (IV) AGREES TO EXECUTE AND DELIVER SUCH ADDITIONAL AGREEMENTS,
INSTRUMENTS, CERTIFICATES AND DOCUMENTS AS MAY BE NECESSARY, APPROPRIATE OR
CONVENIENT TO REFLECT THE FOREGOING MATTERS AND THE ELECTION OF SUCH PERSON AS A
DIRECTOR OF THE COMPANY.
(B)
UPON THE DEATH, RESIGNATION, REMOVAL OR EXPIRATION OF THE TERM OF
ANY DIRECTOR (A "TERMINATED DIRECTOR"), (I) SUCH TERMINATED DIRECTOR SHALL HAVE
NO FURTHER AUTHORITY UNDER THIS
- 11 -
AGREEMENT, (II) SUCH TERMINATED DIRECTOR SHALL HAVE NO FURTHER OBLIGATIONS OR
RIGHTS UNDER THIS AGREEMENT (EXCEPT FOR LIABILITIES AND RIGHTS ACCRUING PRIOR TO
THE DATE OF DEATH, RESIGNATION, REMOVAL OR EXPIRATION OF SUCH TERMINATED
DIRECTOR'S TERM, INCLUDING RIGHTS TO EXCULPATION AND INDEMNIFICATION UNDER
ARTICLE 11 HEREOF WHICH RELATE TO ACTIONS OR OMISSIONS OCCURRING DURING SUCH
PERSON'S SERVICE AS A DIRECTOR), AND (III) NO WRITING OR INSTRUMENT SHALL BE
REQUIRED TO BE EXECUTED BY THE COMPANY OR THE TERMINATED DIRECTOR TO REFLECT
SUCH CESSATION OF SERVICE, EXCEPT THAT THE TERMINATED DIRECTOR (OR HIS LEGAL
REPRESENTATIVE OR ATTORNEY-IN-FACT, AS PROVIDED IN THE FOLLOWING PARAGRAPH)
SHALL EXECUTE AND DELIVER ANY AGREEMENT, INSTRUMENT, CERTIFICATE OR DOCUMENT
WHICH MAY BE REASONABLY REQUIRED TO REFLECT THAT THE TERMINATED DIRECTOR IS NO
LONGER A DIRECTOR OF THE COMPANY.
(C)
EACH PERSON NOW OR HEREAFTER SERVING AS A DIRECTOR OF THE COMPANY,
BY EXECUTION OF THIS AGREEMENT, AN AMENDMENT HERETO, OR OTHER WRITING
ACKNOWLEDGING THAT SUCH PERSON IS BOUND HEREBY, HEREBY CONSTITUTES AND APPOINTS
EACH OTHER PERSON WHO MAY FROM TIME TO TIME BE SERVING AS AN OFFICER, AND EACH
OF THEM ACTING SINGLY, SUCH DIRECTOR'S AGENT AND ATTORNEY-IN-FACT FOR THE
PURPOSE OF EXECUTING AND DELIVERING ANY AND ALL AGREEMENTS, INSTRUMENTS AND
OTHER DOCUMENTS AS ARE NECESSARY OR APPROPRIATE TO REFLECT THAT SUCH PERSON IS
NO LONGER A DIRECTOR OF THE COMPANY FOLLOWING THE DEATH, RESIGNATION, REMOVAL OR
EXPIRATION OF THE TERM OF SUCH DIRECTOR, WHICH POWER OF ATTORNEY IS HEREBY
AGREED AND ACKNOWLEDGED TO BE AND IRREVOCABLE AND SHALL SURVIVE THE DEATH,
RESIGNATION, REMOVAL, EXPIRATION OF THE TERM, BANKRUPTCY OR INCAPACITY OF ANY
DIRECTOR UNTIL SUCH TIME AS THE CESSATION OF SUCH DIRECTOR'S SERVICE IN SUCH
CAPACITY HAS BEEN REFLECTED BY ALL NECESSARY OR