Common use of Board Committees Clause in Contracts

Board Committees. The Company and the Board agree that subject to (A) compliance with applicable New York Stock Exchange listing requirements, being, as of the date hereof, those set forth in Sections 303A.02 and 303A.04 of the New York Stock Exchange listed company manual (the “NYSE Manual”), and applicable Swiss law and (B) compliance with changes in applicable law after the date hereof, if the Icahn Designees are elected to the Board at the 2014 Meeting, no later than the earlier of (x) the first action at the first meeting of the Board following the 2014 Meeting and (y) five (5) business days following the 2014 Meeting, and at all times thereafter so long as the Icahn Designees are members of the Board or have the right to designate a Replacement (and the Shareholders or Icahn Designees have not notified the Company that they intend not to exercise such right), to include one Icahn Designee on each of the Governance Committee, the Executive Compensation Committee, the Finance Committee and the Health, Safety and Environment Committee; it being understood that (i) in relation to the Executive Compensation Committee and/or the Governance Committee, if the definitive Minder Ordinance (as defined below) so requires, the inclusion of an Icahn Designee on such committees is subject to that Icahn Designee's election to the Board and such committees by the Company's shareholders at the 2014 Meeting, it being agreed that the Company and the Board shall use commercially reasonable efforts to cause the election of the applicable Icahn Designee to such committees (including soliciting proxies to vote for the Icahn Designees, recommending that the Company’s shareholders vote in favor of the election of such Icahn Designee, and otherwise supporting the Icahn Designee for election in a manner no less rigorous and favorable than the manner in which the Company and the Board support the Company Nominees in the aggregate), (ii) except as contemplated in Section 2.2(c), in no event shall one person who is an Icahn Designee serve on more than two committees (so that, for example, ▇▇. ▇▇▇▇▇▇▇▇▇ could serve on two (2), but not three (3) or more committees and ▇▇. ▇▇▇▇▇▇▇▇ could also serve on two (2), but not three (3) or more such committees) and (iii) if either or both of the Icahn Designees or any Shareholder has a conflict of interest with respect to any matter being considered by any such committee, then either or both of the Icahn Designees, as applicable, shall not participate in the relevant committee meeting (or portion thereof) and shall not have the right to vote on the matter relating to such conflict of interest. The Company and the Board hereby acknowledge and agree that neither Icahn Designee has a material relationship with the Company as such term is used in Section 303A.02 of the NYSE Manual and for purposes of Swiss corporate law by virtue of the Shareholders’ beneficial ownership of shares of Common Stock as of the date hereof. The Company and the Board further acknowledge and agree that, assuming the accuracy of the representation in Section 3.1(c), neither ▇▇. ▇▇▇▇▇▇▇▇▇ nor ▇▇. ▇▇▇▇▇▇▇▇ would be prevented from serving on any Board committee as a result of any qualifications or eligibility requirements set forth in the Company’s Corporate Governance Guidelines, committee charters, or other similar documents used by the Company or the Board to determine the composition of the Board’s committees.

Board Committees. The Company and (a) Promptly following the Board agree that subject to (A) compliance with applicable New York Stock Exchange listing requirements, being, as of the date hereof, those set forth in Sections 303A.02 and 303A.04 of the New York Stock Exchange listed company manual (the “NYSE Manual”), and applicable Swiss law and (B) compliance with changes in applicable law after the date hereof, if the Icahn Designees are elected to the Board at the 2014 2013 Annual Meeting, no later than the earlier of (x) Company will reconstitute the first action at the first meeting Nominating Committee of the Board with three members who shall be one Stockholder Nominee, one Committee Nominee and the Seventh Nominee. (b) Promptly following the 2014 Meeting 2013 Annual Meeting, the Company will reconstitute the Compensation Committee with three members who shall be two Stockholder Nominees and the Seventh Nominee. (yc) five (5) business days Promptly following the 2014 2013 Annual Meeting, the Board will establish a committee of three directors to be designated the Capital Allocation Committee, the form of the charter of which is attached as Exhibit B hereto. The Capital Allocation Committee will be charged with reviewing and at recommending “for” or “against” all times thereafter so long internal and external capital investments, acquisitions, securities purchases or sales, mergers and general investments in excess of $100,000 (defined hereafter as an“Investment”). The Capital Allocation Committee will act as a clearinghouse for the Icahn Designees are members evaluation of possible uses of excess capital, measuring and reporting on the capital required by each business unit, measuring return on capital for each business unit and seeking to inform the Board about the Company’s use of its capital resources. The Committee will seek Investments that have the highest risk-adjusted return on capital. Such Investments will be made for the benefit of the Company and its stockholders. Procedurally, all proposals for Investments in excess of $100,000, will be presented to the Capital Allocation Committee for a recommendation “for” or “against” the proposal (for the avoidance of doubt, the Capital Allocation Committee may itself originate Investment proposals for consideration by the Board). Although the Investment may have been recommended by the Capital Allocation Committee, the Board may disapprove of the Investment. For the avoidance of doubt, the Board may not undertake an Investment without submitting the Investment to the Capital Allocation Committee for its recommendation and receiving a recommendation from the Committee “for” the Investment. The Capital Allocation Committee shall be comprised of two Stockholder Nominees and one Committee Nominee. (d) Promptly following the execution of this Agreement, the Board will disband the following committees of the Board: the Executive Committee, the Special Committee established by resolution of the Board or have the right to designate a Replacement (on May 1, 2013 and the Shareholders or Icahn Designees have not notified the Company that they intend not to exercise such right), to include one Icahn Designee on each Independent Subcommittee established by resolution of the Governance Special Committee on May 6, 2013. The Board will not constitute any additional committees without the approval of the majority of the board and at least 2/3 of the Stockholder Nominees. (e) The charters of the Nominating Committee, the Executive Compensation Committee, the Finance Committee and the Health, Safety and Environment Committee; it being understood that (i) in relation to the Executive Compensation Audit Committee and/or the Governance Committee, if the definitive Minder Ordinance (as defined below) so requires, the inclusion of an Icahn Designee on such committees is subject to that Icahn Designee's election to the Board are attached as Exhibits C, D and such committees by the Company's shareholders at the 2014 MeetingE, it being agreed that the Company and the Board shall use commercially reasonable efforts to cause the election of the applicable Icahn Designee to such committees (including soliciting proxies to vote for the Icahn Designees, recommending that the Company’s shareholders vote in favor of the election of such Icahn Designee, and otherwise supporting the Icahn Designee for election in a manner no less rigorous and favorable than the manner in which the Company and the Board support the Company Nominees in the aggregate), (ii) except as contemplated in Section 2.2(c), in no event shall one person who is an Icahn Designee serve on more than two committees (so that, for example, ▇▇. ▇▇▇▇▇▇▇▇▇ could serve on two (2), but not three (3) or more committees and ▇▇. ▇▇▇▇▇▇▇▇ could also serve on two (2), but not three (3) or more such committees) and (iii) if either or both of the Icahn Designees or any Shareholder has a conflict of interest with respect to any matter being considered by any such committee, then either or both of the Icahn Designees, as applicable, shall not participate in the relevant committee meeting (or portion thereof) and shall not have the right to vote on the matter relating to such conflict of interest. The Company and the Board hereby acknowledge and agree that neither Icahn Designee has a material relationship with the Company as such term is used in Section 303A.02 of the NYSE Manual and for purposes of Swiss corporate law by virtue of the Shareholders’ beneficial ownership of shares of Common Stock as of the date hereof. The Company and the Board further acknowledge and agree that, assuming the accuracy of the representation in Section 3.1(c), neither ▇▇. ▇▇▇▇▇▇▇▇▇ nor ▇▇. ▇▇▇▇▇▇▇▇ would be prevented from serving on any Board committee as a result of any qualifications or eligibility requirements set forth in the Company’s Corporate Governance Guidelines, committee charters, or other similar documents used by the Company or the Board to determine the composition of the Board’s committeesrespectively.

Board Committees. The (a) Prior to the Sunset, the Issuer agrees to take all necessary action to cause the Committees of the board of directors of the Issuer to: (i) be constituted with only the Persons designated on Schedule II attached hereto, as such schedule may be amended from time to time in accordance with this Section 4.7 and Section 11.7 of this Agreement; and (ii) have such power and authority as set forth in the charter of each of the Committees adopted in connection with the Initial Public Offering, which charters may not be amended in a manner inconsistent with this Agreement prior to the Sunset. Notwithstanding the forgoing, the Issuer agrees to take all necessary action to cause another committee of the board of directors of the Issuer to be established at the request of the Company so long as the composition and mandate of such newly formed committee is not otherwise inconsistent with the Board agree that subject terms of this Agreement, the Issuer’s organizational documents, any other Committee charter, applicable laws or stock exchange listing requirements. (b) Each Member agrees prior to the Sunset, to designate each of the Original Control Persons and one or more additional Management Directors to serve on the Executive Committee as determined (A) compliance with applicable New York Stock Exchange listing requirementsprior to the Expansion Date, being, as of the date hereof, those set forth in Sections 303A.02 and 303A.04 of the New York Stock Exchange listed company manual (the “NYSE Manual”), and applicable Swiss law by both Founders and (B) compliance with changes on or following the Expansion Date, by a majority of the votes of the Members; in applicable law after the date hereofeach case, if the Icahn Designees are elected for two consecutive one-year terms. Prior to the Board at Sunset, the 2014 MeetingCompany shall vote, no later than the earlier or cause to be voted, all shares of (x) the first action at the first meeting capital stock of the Board following Issuer over which the 2014 Meeting and (y) five (5) business days following Company has direct or indirect voting control, as long as the 2014 MeetingCompany has the authority to exercise such voting control, from time to time and at all times thereafter so long as the Icahn Designees are members of the Board or have the right to designate a Replacement (and the Shareholders or Icahn Designees have not notified the Company that they intend not to exercise such right)times, to include one Icahn Designee on each of the Governance Committee, the Executive Compensation Committee, the Finance Committee and the Health, Safety and Environment Committee; it being understood that (i) in relation to the Executive Compensation Committee and/or the Governance Committee, if the definitive Minder Ordinance (as defined below) so requires, the inclusion of an Icahn Designee on such committees is subject to that Icahn Designee's election to the Board and such committees by the Company's shareholders at the 2014 Meeting, it being agreed that the Company and the Board shall use commercially reasonable efforts to cause the election Executive Committee to be constituted with only such Persons designated to serve on the Executive Committee in accordance with this Section 4.7(b). Prior to the Sunset, the Issuer agrees to take all necessary action to cause the Executive Committee to be constituted in accordance with this Section 4.7(b). (c) For the avoidance of doubt, following the Sunset, the Issuer will no longer be a “controlled company” as defined under the rules of the applicable Icahn Designee to stock exchange and will establish such committees (including soliciting proxies to vote for the Icahn Designees, recommending that the Company’s shareholders vote in favor of the election of with composition as required under such Icahn Designee, and otherwise supporting the Icahn Designee for election in a manner no less rigorous and favorable than the manner in which the Company and the Board support the Company Nominees in the aggregate), (ii) except as contemplated in Section 2.2(c), in no event shall one person who is an Icahn Designee serve on more than two committees (so that, for example, ▇▇. ▇▇▇▇▇▇▇▇▇ could serve on two (2), but not three (3) or more committees and ▇▇. ▇▇▇▇▇▇▇▇ could also serve on two (2), but not three (3) or more such committees) and (iii) if either or both of the Icahn Designees or any Shareholder has a conflict of interest with respect to any matter being considered by any such committee, then either or both of the Icahn Designees, as applicable, shall not participate in the relevant committee meeting (or portion thereof) and shall not have the right to vote on the matter relating to such conflict of interest. The Company and the Board hereby acknowledge and agree that neither Icahn Designee has a material relationship with the Company as such term is used in Section 303A.02 of the NYSE Manual and for purposes of Swiss corporate law by virtue of the Shareholders’ beneficial ownership of shares of Common Stock as of the date hereof. The Company and the Board further acknowledge and agree that, assuming the accuracy of the representation in Section 3.1(c), neither ▇▇. ▇▇▇▇▇▇▇▇▇ nor ▇▇. ▇▇▇▇▇▇▇▇ would be prevented from serving on any Board committee as a result of any qualifications or eligibility requirements set forth in the Company’s Corporate Governance Guidelines, committee charters, or other similar documents used by the Company or the Board to determine the composition of the Board’s committeesrules.

Board Committees. The (a) Prior to the Sunset, the Issuer agrees to take all necessary action to cause the Committees of the board of directors of the Issuer to: (i) be constituted with only the Persons designated on Schedule III attached hereto, as such schedule may be amended from time to time in accordance with this Section 4.7 and Section 11.7 of this Agreement; and (ii) have such power and authority as set forth in the charter of each of the Committees adopted in connection with the Initial Public Offering, which charters may not be amended in a manner inconsistent with this Agreement prior to the Sunset. Notwithstanding the forgoing, the Issuer agrees to take all necessary action to cause another committee of the board of directors of the Issuer to be established at the request of the Company so long as the composition and mandate of such newly formed committee is not otherwise inconsistent with the Board agree that subject terms of this Agreement, the Issuer’s organizational documents, any other Committee charter, applicable laws or stock exchange listing requirements. (b) Each Member agrees prior to the Sunset, to designate each of the Original Control Persons and one or more additional Management Directors to serve on the Executive Committee as determined (A) compliance with applicable New York Stock Exchange listing requirementsprior to the Expansion Date, being, as of the date hereof, those set forth in Sections 303A.02 and 303A.04 of the New York Stock Exchange listed company manual (the “NYSE Manual”), and applicable Swiss law by both Founders and (B) compliance with changes on or following the Expansion Date, by a majority of the votes of the Members; in applicable law after the date hereofeach case, if the Icahn Designees are elected for two consecutive one-year terms. Prior to the Board at Sunset, the 2014 MeetingCompany shall vote, no later than the earlier or cause to be voted, all shares of (x) the first action at the first meeting capital stock of the Board following Issuer over which the 2014 Meeting and (y) five (5) business days following the 2014 MeetingCompany has direct or indirect voting control, and at all times thereafter so long as the Icahn Designees are members of Company has the Board or have the right to designate a Replacement (and the Shareholders or Icahn Designees have not notified the Company that they intend not authority to exercise such right)voting control, from time to include one Icahn Designee on each of the Governance Committeetime and at all times, the Executive Compensation Committee, the Finance Committee and the Health, Safety and Environment Committee; it being understood that (i) in relation to the Executive Compensation Committee and/or the Governance Committee, if the definitive Minder Ordinance (as defined below) so requires, the inclusion of an Icahn Designee on such committees is subject to that Icahn Designee's election to the Board and such committees by the Company's shareholders at the 2014 Meeting, it being agreed that the Company and the Board shall use commercially reasonable efforts to cause the election Executive Committee to be constituted with only such Persons designated to serve on the Executive Committee in accordance with this Section 4.7(b). Prior to the Sunset, the Issuer agrees to take all necessary action to cause the Executive Committee to be constituted in accordance with this Section 4.7(b). (c) For the avoidance of doubt, following the Sunset, the Issuer will no longer be a “controlled company” as defined under the rules of the applicable Icahn Designee to stock exchange and will establish such committees (including soliciting proxies to vote for the Icahn Designees, recommending that the Company’s shareholders vote in favor of the election of with composition as required under such Icahn Designee, and otherwise supporting the Icahn Designee for election in a manner no less rigorous and favorable than the manner in which the Company and the Board support the Company Nominees in the aggregate), (ii) except as contemplated in Section 2.2(c), in no event shall one person who is an Icahn Designee serve on more than two committees (so that, for example, ▇▇. ▇▇▇▇▇▇▇▇▇ could serve on two (2), but not three (3) or more committees and ▇▇. ▇▇▇▇▇▇▇▇ could also serve on two (2), but not three (3) or more such committees) and (iii) if either or both of the Icahn Designees or any Shareholder has a conflict of interest with respect to any matter being considered by any such committee, then either or both of the Icahn Designees, as applicable, shall not participate in the relevant committee meeting (or portion thereof) and shall not have the right to vote on the matter relating to such conflict of interest. The Company and the Board hereby acknowledge and agree that neither Icahn Designee has a material relationship with the Company as such term is used in Section 303A.02 of the NYSE Manual and for purposes of Swiss corporate law by virtue of the Shareholders’ beneficial ownership of shares of Common Stock as of the date hereof. The Company and the Board further acknowledge and agree that, assuming the accuracy of the representation in Section 3.1(c), neither ▇▇. ▇▇▇▇▇▇▇▇▇ nor ▇▇. ▇▇▇▇▇▇▇▇ would be prevented from serving on any Board committee as a result of any qualifications or eligibility requirements set forth in the Company’s Corporate Governance Guidelines, committee charters, or other similar documents used by the Company or the Board to determine the composition of the Board’s committeesrules.

Board Committees. The Company and the Board agree that subject to (A) compliance with applicable New York Stock Exchange listing requirements, being, as of From the date hereof, those set forth in Sections 303A.02 hereof and 303A.04 of the New York Stock Exchange listed company manual (the “NYSE Manual”), and applicable Swiss law and (B) compliance with changes in applicable law after the date hereofuntil an Initial Public Offering, if the Icahn Designees are elected to the Board at the 2014 Meeting, no later than the earlier of (xshall establish any committee(s) the first action at the first meeting of the Board following the 2014 Meeting and Board, (yi) five (5) business days following the 2014 Meeting, and at all times thereafter for so long as the Icahn Designees are members of the Board or H&F Investors have the right to designate a Replacement any H&F Designated Directors, at least one (and the Shareholders or Icahn Designees have not notified the Company that they intend not 1) H&F Designated Director shall be appointed to exercise any such right), to include one Icahn Designee on each committee(s) of the Governance CommitteeBoard, and (ii) for so long as the Executive Compensation CommitteeFF&L Investors have the right to designate any FF&L Designated Directors, at least one (1) FF&L Designated Director shall be appointed to any such committee(s) of the Finance Committee Board. In addition, from the date hereof and the Healthuntil an Initial Public Offering, Safety and Environment Committee; it being understood that (i) in relation for so long as the H&F Investors have the right to designate any H&F Designated Directors, the Company hereby covenants and agrees that it shall not take any action that requires any approval of such Board committee(s), without the approval of at least one (1) of the H&F Designated Directors serving on such Board committee(s), and (ii) for so long as the FF&L Investors have the right to designate any FF&L Designated Directors, the Company hereby covenants and agrees that it shall not take any action that requires any approval of such Board committee(s), without the approval of at least one (1) of the FF&L Designated Directors serving on such Board committee(s) (each such Board committee approval right is referred to herein as the “Special Committee Right” and, together with the Special Director Right, the “Special Board Right”). Notwithstanding the foregoing, if (A) the Company is unable to obtain the approval of at least one (1) of the H&F Designated Directors and at least one (1) of the FF&L Directors for the authorization, creation or issuance of any additional class or series of share capital or the incurrence of any indebtedness pursuant to the Executive Compensation Committee and/or the Governance CommitteeSpecial Board Rights, if the definitive Minder Ordinance and (as defined belowB) so requires, the inclusion a majority of an Icahn Designee on such committees is subject to that Icahn Designee's election to the Board and such committees by the Company's shareholders at the 2014 Meeting, it being agreed that the Company and the Board shall use commercially reasonable efforts to cause the election of the applicable Icahn Designee to such committees (including soliciting proxies to vote for the Icahn Designees, recommending thereafter determines that the Company’s shareholders vote in favor of failure to obtain such requisite approvals pursuant to the election of such Icahn Designee, and otherwise supporting the Icahn Designee for election in a manner no less rigorous and favorable than the manner in which Special Board Rights could reasonably be expected to cause the Company and to have insufficient capital to operate its business in the ordinary course, then the Special Board Rights shall not be applicable or required for the Board support the Company Nominees in the aggregate)or, (ii) except as contemplated in Section 2.2(c), in no event shall one person who is an Icahn Designee serve on more than two committees (so that, for example, ▇▇. ▇▇▇▇▇▇▇▇▇ could serve on two (2), but not three (3) or more committees and ▇▇. ▇▇▇▇▇▇▇▇ could also serve on two (2), but not three (3) or more such committees) and (iii) if either or both of the Icahn Designees or any Shareholder has a conflict of interest with respect to any matter being considered by any such committee, then either or both of the Icahn Designees, as applicable, shall not participate in the relevant committee meeting (or portion thereof) and shall not have the right to vote on the matter relating to such conflict of interest. The Company and the Board hereby acknowledge and agree that neither Icahn Designee has a material relationship with the Company as such term is used in Section 303A.02 of the NYSE Manual and for purposes of Swiss corporate law by virtue of the Shareholders’ beneficial ownership of shares of Common Stock as of the date hereof. The Company and the Board further acknowledge and agree that, assuming the accuracy of the representation in Section 3.1(c), neither ▇▇. ▇▇▇▇▇▇▇▇▇ nor ▇▇. ▇▇▇▇▇▇▇▇ would be prevented from serving on any Board committee as a result to approve the authorization, creation or issuance of any qualifications additional class or eligibility requirements set forth in the Company’s Corporate Governance Guidelines, committee charters, or other similar documents used by the Company series of share capital or the Board to determine the composition incurrence of the Board’s committeesany indebtedness.

Board Committees. The (a) Prior to the Sunset, the Issuer agrees to take all necessary action to cause the Committees of the board of directors of the Issuer to: (i) be constituted with only the Persons designated on Schedule III attached hereto, as such schedule may be amended from time to time in accordance with this Section 4.7 and Section 11.7 of this Agreement; and (ii) have such power and authority as set forth in the charter of each of the Committees adopted in connection with the Initial Public Offering, which charters may not be amended in a manner inconsistent with this Agreement prior to the Sunset. Notwithstanding the forgoing, the Issuer agrees to take all necessary action to cause another committee of the board of directors of the Issuer to be established at the request of the Company so long as the composition and mandate of such newly formed committee is not otherwise inconsistent with the Board agree that subject terms of this Agreement, the Issuer’s organizational documents, any other Committee charter, applicable laws or stock exchange listing requirements. (b) Each Member agrees prior to the Sunset, to designate each of the Original Control Persons and one or more additional Management Directors to serve on the Executive Committee as determined (A) compliance with applicable New York Stock Exchange listing requirementsprior to the Expansion Date, being, as of the date hereof, those set forth in Sections 303A.02 and 303A.04 of the New York Stock Exchange listed company manual (the “NYSE Manual”), and applicable Swiss law by both Founders and (B) compliance with changes on or following the Expansion Date, by a majority of the votes of the Members; in applicable law after the date hereofeach case, if the Icahn Designees are elected for two consecutive one-year terms. Prior to the Board at Sunset, the 2014 MeetingCompany shall vote, no later than the earlier or cause to be voted, all shares of (x) the first action at the first meeting capital stock of the Board following Issuer over which the 2014 Meeting and (y) five (5) business days following Company has direct or indirect voting control, as long as the 2014 MeetingCompany has the authority to exercise such voting control, from time to time and at all times thereafter so long as the Icahn Designees are members of the Board or have the right to designate a Replacement (and the Shareholders or Icahn Designees have not notified the Company that they intend not to exercise such right)times, to include one Icahn Designee on each of the Governance Committee, the Executive Compensation Committee, the Finance Committee and the Health, Safety and Environment Committee; it being understood that (i) in relation to the Executive Compensation Committee and/or the Governance Committee, if the definitive Minder Ordinance (as defined below) so requires, the inclusion of an Icahn Designee on such committees is subject to that Icahn Designee's election to the Board and such committees by the Company's shareholders at the 2014 Meeting, it being agreed that the Company and the Board shall use commercially reasonable efforts to cause the election Executive Committee to be constituted with only such Persons designated to serve on the Executive Committee in accordance with this Section 4.7(b). Prior to the Sunset, the Issuer agrees to take all necessary action to cause the Executive Committee to be constituted in accordance with this Section 4.7(b). (c) For the avoidance of doubt, following the Sunset, the Issuer will no longer be a “controlled company” as defined under the rules of the applicable Icahn Designee to stock exchange and will establish such committees (including soliciting proxies to vote for the Icahn Designees, recommending that the Company’s shareholders vote in favor of the election of with composition as required under such Icahn Designee, and otherwise supporting the Icahn Designee for election in a manner no less rigorous and favorable than the manner in which the Company and the Board support the Company Nominees in the aggregate), (ii) except as contemplated in Section 2.2(c), in no event shall one person who is an Icahn Designee serve on more than two committees (so that, for example, ▇▇. ▇▇▇▇▇▇▇▇▇ could serve on two (2), but not three (3) or more committees and ▇▇. ▇▇▇▇▇▇▇▇ could also serve on two (2), but not three (3) or more such committees) and (iii) if either or both of the Icahn Designees or any Shareholder has a conflict of interest with respect to any matter being considered by any such committee, then either or both of the Icahn Designees, as applicable, shall not participate in the relevant committee meeting (or portion thereof) and shall not have the right to vote on the matter relating to such conflict of interest. The Company and the Board hereby acknowledge and agree that neither Icahn Designee has a material relationship with the Company as such term is used in Section 303A.02 of the NYSE Manual and for purposes of Swiss corporate law by virtue of the Shareholders’ beneficial ownership of shares of Common Stock as of the date hereof. The Company and the Board further acknowledge and agree that, assuming the accuracy of the representation in Section 3.1(c), neither ▇▇. ▇▇▇▇▇▇▇▇▇ nor ▇▇. ▇▇▇▇▇▇▇▇ would be prevented from serving on any Board committee as a result of any qualifications or eligibility requirements set forth in the Company’s Corporate Governance Guidelines, committee charters, or other similar documents used by the Company or the Board to determine the composition of the Board’s committeesrules.