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, Xx. Xxxxxxxxx could serve on two (2), but not three (3) or more committees and Xx. Xxxxxxxx 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 Xx. Xxxxxxxxx nor Xx. Xxxxxxxx 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 the Board agree that subject to (A) compliance with applicable New York Stock Exchange listing requirements, being, as Unless otherwise approved by a majority vote of each of the date hereofClass A DHI Common Stock and the Class B DHI Common Stock with respect to which a Designation Rights Trigger Event has not previously occurred, those in each case, voting separately as a class, the Board shall initially establish and maintain in effect at all times: (1) an executive committee comprised solely of Group II Directors and Group III Directors (the “Executive Committee”). Each of the Group II Directors and the Group III Directors may designate one or more designees as members of the Executive Committee, however, (i) the Group II Directors who are members of the Executive Committee shall have in aggregate a number of votes on all committee matters that equals a proportion of the total votes of the committee equal to the proportion of the total votes that the Group II Directors then have, relative to the total votes that the Group II Directors and Group III Directors combined then have, with respect to the full Board and (ii) the Group III Directors who are members of the Executive Committee shall have in aggregate a number of votes on all committee matters that equals a proportion of the total votes of the committee equal to the proportion of the total votes that the Group III Directors then have, relative to the total votes that the Group II Directors and Group III Directors combined then have, with respect to the full Board. The Executive Committee shall have the rights and powers set forth in Sections 303A.02 Section 3.1(d) below; (2) an audit committee comprised solely of no fewer than three independent directors that are qualified as independent directors under applicable stock exchange rules and 303A.04 of the New York Stock Exchange listed company manual federal securities laws and regulations (the “NYSE ManualAudit Committee”); (3) at the Board’s election, and applicable Swiss law and a compensation committee having such powers as may be designated by the Board (the “Compensation Committee”); and (4) a Capital Stock Committee. (B) compliance The Board may establish other committees for any purpose and may expand the authorities or responsibilities of any then-existing committee, including the Audit Committee, in accordance with changes in applicable law after the date hereof, if Organizational Documents of the Icahn Designees are elected Company and subject to receipt of the Board at the 2014 Meeting, no later than the earlier prior written consent of (x) the first action at MD Stockholders, until a Designation Rights Trigger Event has occurred with respect to the first meeting of the Board following the 2014 Meeting Class A DHI Common Stock and (y) five the SLP Stockholders, until a Designation Rights Trigger Event has occurred with respect to the Class B DHI Common Stock. (5C) business days following (x) Until a Designation Rights Trigger Event has occurred with respect to the 2014 MeetingClass A DHI Common Stock, and at all times thereafter so long as Board committees (other than 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 Audit Committee and the Health, Safety and Environment Capital Stock 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 shall include 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 least one person who is an Icahn Designee serve on more than two committees (so that, for example, Xx. Xxxxxxxxx could serve on two (2), but not three (3) or more committees and Xx. Xxxxxxxx could also serve on two (2), but not three (3) or more such committees) Group II Director and (iiiy) if either or both of the Icahn Designees or any Shareholder until a Designation Rights Trigger Event has a conflict of interest occurred with respect to any matter being considered by any such committeethe Class B DHI Common Stock, then either or both of all Board committees (other than 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 Audit Committee 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 Capital 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 Xx. Xxxxxxxxx nor Xx. Xxxxxxxx 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 committeesCommittee) shall include at least one Group III Director.

Board Committees. The Company Board shall establish an Audit Committee and a Compensation Committee and any other committee of the Company Board that may be formed upon the approval of the Company Board, with such powers and rights as are determined by the Company Board, and with such composition as is determined by the Company Board; provided that, (a) until such time as the Carlyle Entities are no longer entitled to nominate any directors pursuant to Section 2.1, to the extent permitted by Law and the Board agree that subject rules of any stock exchange on which the Shares may be listed, the Carlyle Entities shall be entitled to (A) compliance with applicable New York Stock Exchange listing requirements, being, as appoint at least one member to each committee of the date hereofCompany Board, those set forth in Sections 303A.02 (b) until such time as the H&F Entities are no longer entitled to nominate any directors pursuant to Section 2.1, to the extent permitted by Law and 303A.04 the rules of any stock exchange on which the Shares may be listed, the H&F Entities shall be entitled to appoint at least one member to each committee of the New York Stock Exchange listed company manual (the “NYSE Manual”), and applicable Swiss law Company Board and (Bc) compliance if and for so long as both the Carlyle Entities and the H&F Entities are entitled to nominate directors to the Company Board pursuant to Section 2.1, the Carlyle Entities and the H&F Entities, respectively, shall be entitled to appoint the same number of directors to each committee of the Company Board; provided, however, that if the H&F Board Representation Number is three and the Carlyle Board Representation Number is one, the H&F Entities may designate one additional member to each committee of the Company Board. Until such time as the Blue Spectrum Entities and GIC Entities are no longer entitled to designate (x) non-voting board observers pursuant to Section 2.1, the Blue Spectrum Investor (if the Blue Spectrum Board Representation Number is at least one) and the GIC Investor (if the GIC Board Representation Number is at least one) shall be entitled to receive copies of any materials sent by the Company to the members of any committee of the Company Board in connection with changes meetings of such committee in applicable law after the date hereofsame manner and at the same times as to members of such committee, in each case, if the Icahn Designees are elected Carlyle Entities or the H&F Entities have appointed a member to such committee but the Blue Spectrum Investor (if the Blue Spectrum Board Representation Number is at least one) and the GIC Investor (if the GIC Board Representation Number is at least one) has not appointed a member to such committee; provided that, at the request of a majority of the members of any such committee, the Company shall be entitled to redact portions of any materials delivered to the Board Blue Spectrum Investor or the GIC Investor, as applicable, pursuant to this sentence when and to the extent that such majority determines in good faith that (i) such redaction is reasonably necessary to preserve attorney-client privilege with respect to a matter or to protect highly confidential proprietary information or (ii) there exists, with respect to any such materials, an actual or potential conflict of interest between the Blue Spectrum Investor or the GIC Investor, as applicable, and the Company; and, provided, further, that, for the avoidance of doubt, the Blue Spectrum Investor and/or the GIC Investor may at any time elect in writing not to receive such materials and on receipt of such election, the 2014 MeetingCompany shall cease to provide copies of any materials to the Blue Spectrum Investor and/or the GIC Investor, no later than the earlier of (x) the first action at the first meeting of the Board following the 2014 Meeting as applicable, and (y) five any directors pursuant to Section 2.1, the Blue Spectrum Investor (5if the Blue Spectrum Board Representation Number is at least one) business days following and the 2014 Meeting, and GIC Investor (if the GIC Board Representation Number is at all times thereafter so long as the Icahn Designees are members least one) shall be entitled to appoint at least one member to any executive committee (or any committee delegated functions customarily delegated to an executive committee) 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, Xx. Xxxxxxxxx could serve on two (2), but not three (3) or more committees and Xx. Xxxxxxxx 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 Xx. Xxxxxxxxx nor Xx. Xxxxxxxx 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, Xx. Xxxxxxxxx could serve on two (2), but not three (3) or more committees and Xx. Xxxxxxxx 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 Xx. Xxxxxxxxx nor Xx. Xxxxxxxx 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, Xx. Xxxxxxxxx could serve on two (2), but not three (3) or more committees and Xx. Xxxxxxxx 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 Xx. Xxxxxxxxx nor Xx. Xxxxxxxx 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 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, Xx. Xxxxxxxxx could serve on two (2), but not three (3) or more committees and Xx. Xxxxxxxx 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 Xx. Xxxxxxxxx nor Xx. Xxxxxxxx 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, Xx. Xxxxxxxxx could serve on two (2), but not three (3) or more committees and Xx. Xxxxxxxx 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 Xx. Xxxxxxxxx nor Xx. Xxxxxxxx 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 Unless otherwise approved by a majority vote of each of the date hereofClass A DTI Common Stock and the Class B DTI Common Stock with respect to which a Designation Rights Trigger Event has not previously occurred, those in each case, voting separately as a class, the Board shall initially establish and maintain in effect at all times: (1) an executive committee comprised solely of Group II Directors and Group III Directors (the “Executive Committee”). Each of the Group II Directors and the Group III Directors may designate one or more designees as members of the Executive Committee, however, (i) the Group II Directors who are members of the Executive Committee shall have in aggregate a number of votes on all committee matters that equals a proportion of the total votes of the committee equal to the proportion of the total votes that the Group II Directors then have, relative to the total votes that the Group II Directors and Group III Directors combined then have, with respect to the full Board and (ii) the Group III Directors who are members of the Executive Committee shall have in aggregate a number of votes on all committee matters that equals a proportion of the total votes of the committee equal to the proportion of the total votes that the Group III Directors then have, relative to the total votes that the Group II Directors and Group III Directors combined then have, with respect to the full Board. The Executive Committee shall have the rights and powers set forth in Sections 303A.02 Section 3.1(d) below; (2) an audit committee comprised solely of no fewer than three independent directors that are qualified as independent directors under applicable stock exchange rules and 303A.04 of the New York Stock Exchange listed company manual federal securities laws and regulations (the “NYSE ManualAudit Committee”); (3) at the Board’s election, and applicable Swiss law and a compensation committee having such powers as may be designated by the Board (the “Compensation Committee”); and (4) a Capital Stock Committee. (B) compliance The Board may establish other committees for any purpose and may expand the authorities or responsibilities of any then-existing committee, including the Audit Committee, in accordance with changes in applicable law after the date hereof, if Organizational Documents of the Icahn Designees are elected Company and subject to receipt of the Board at the 2014 Meeting, no later than the earlier prior written consent of (x) the first action at MD Stockholders, until a Designation Rights Trigger Event has occurred with respect to the first meeting of the Board following the 2014 Meeting Class A DTI Common Stock and (y) five the SLP Stockholders, until a Designation Rights Trigger Event has occurred with respect to the Class B DTI Common Stock. (5C) business days following (x) Until a Designation Rights Trigger Event has occurred with respect to the 2014 MeetingClass A DTI Common Stock, and at all times thereafter so long as Board committees (other than 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 Audit Committee and the Health, Safety and Environment Capital Stock 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 shall include 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 least one person who is an Icahn Designee serve on more than two committees (so that, for example, Xx. Xxxxxxxxx could serve on two (2), but not three (3) or more committees and Xx. Xxxxxxxx could also serve on two (2), but not three (3) or more such committees) Group II Director and (iiiy) if either or both of the Icahn Designees or any Shareholder until a Designation Rights Trigger Event has a conflict of interest occurred with respect to any matter being considered by any such committeethe Class B DTI Common Stock, then either or both of all Board committees (other than 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 Audit Committee 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 Capital 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 Xx. Xxxxxxxxx nor Xx. Xxxxxxxx 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 committeesCommittee) shall include at least one Group III Director.