Common use of Supervisory Board Clause in Contracts

Supervisory Board. 5.1 VersaPoint will have a Supervisory Board which shall advise the Management Board of VersaPoint. The Supervisory Board shall consist of one or more Supervisory Directors who are appointed, suspended and dismissed by the General Meeting of Shareholders, all in accordance with article 5.3. 5.2 Each Shareholder A and B holding at least 10% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) shall have the right to nominate one Supervisory Director and an additional Supervisory Director for each additional full 20% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) held by such Shareholder. 5.3 The right to nominate the chairman of the Supervisory Board will alternate between Shareholder A and Shareholder B every year as from the date hereof, provided that a Shareholder A or B who holds less than 50% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) shall not be entitled to nominate the chairman. VersaTel shall have the right to nominate the chairman during the 10,5 months period starting 31st March 2000 up to and including 15 February 2001 and NorthPoint shall have the right to nominate the chairman during the following 10,5 months period starting 16th February 2001 up to and including 31st December 2001. Thereafter the right to nominate the chairman shall alternate each following calendar year, starting with VersaTel having the right to nominate the chairman during 2002. 5.4 The Supervisory Board decides by simple majority vote in a meeting where a majority of the Supervisory Directors in office are present or represented. In case of a deadlock, the chairman of the Supervisory Board will cast the deciding vote. However, if the Supervisory Board does not resolve to adopt the AOPB proposed by the CEO pursuant to Article 9.2 by simple majority, the chairman cannot cast a deciding vote 5.5 The Shareholders undertake vis-a-vis each other to vote in the General Meeting of Shareholders -- and the Shareholders A and B shall vote in the combined meeting of holders of A-Shares and B-Shares -- for the Supervisory Director nominated for appointment by the Shareholders A and B in accordance with the provisions of this Agreement. 5.6 The above provisions apply mutatis mutandis to a proposal for the dismissal and the suspension of the Supervisory Director nominated by a Shareholder A or B. 5.7 The remuneration for the Supervisory Directors who are not employed by a Shareholder A or B or any of their group companies shall be up to 20.000 Euro per annum plus cost compensation and such Supervisory Directors shall be eligible to receive options under the Employee Stock Option Plan. Supervisory Directors who are employed by a Shareholder A or B or any of their group companies shall be compensated only for costs.

Supervisory Board. 5.1 VersaPoint will have a Supervisory Board which shall advise 3.1 Following the Management Board of VersaPoint. The Supervisory Board shall consist of one or more Supervisory Directors who are appointeddate hereof and subject to Clauses 3.2 and 3.3, suspended and dismissed by the General Meeting of Shareholders, all in accordance with article 5.3. 5.2 Each Shareholder A and B holding at least 10% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) Athyrium shall have the right to nominate designate one Supervisory Director and an additional Supervisory Director person for each additional full 20% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) held by such Shareholder. 5.3 The right to nominate the chairman of the nomination as a Supervisory Board will alternate between Shareholder A member and Shareholder B every year as from the date hereof, provided that to designate a Shareholder A or B who holds less than 50% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) shall not be entitled to nominate the chairman. VersaTel shall have the right to nominate the chairman during the 10,5 months period starting 31st March 2000 up to and including 15 February 2001 and NorthPoint shall have the right to nominate the chairman during the following 10,5 months period starting 16th February 2001 up to and including 31st December 2001. Thereafter the right to nominate the chairman shall alternate each following calendar year, starting with VersaTel having the right to nominate the chairman during 2002. 5.4 The replacement for such Supervisory Board decides member. Except to the extent prohibited by simple majority vote in a meeting where a majority of the Supervisory Directors in office are present or represented. In case of a deadlockApplicable Law, the chairman of Company shall procure that the person who, in the future, will be designated by Athyrium as the Athyrium Supervisory Board will cast the deciding vote. However, if the Supervisory Board does not resolve to adopt the AOPB proposed by the CEO pursuant to Article 9.2 by simple majority, the chairman cannot cast a deciding vote 5.5 The Shareholders undertake vis-a-vis each other to vote in the General Meeting of Shareholders -- and the Shareholders A and B Member shall vote in the combined meeting of holders of A-Shares and B-Shares -- for the Supervisory Director be nominated for appointment by the Shareholders A and B in accordance General Meeting. Athyrium shall consult with the provisions Company as to the identity of this Agreement. 5.6 The above provisions apply mutatis mutandis the Athyrium Supervisory Board Member, from time to a proposal time proposed to be appointed to the Supervisory Board by Athyrium, for the dismissal and purpose of assessing the suspension suitability of such person to serve as a member of the Supervisory Director nominated Board. Any negative advice by the Company shall be based solely upon the experience, expertise and suitability of such person for his or her role as a Shareholder A or B. 5.7 The remuneration Supervisory Board member. For the avoidance of doubt, it is hereby noted that the consultation right shall in no event be seen as a veto right for the Supervisory Directors who are not employed by a Shareholder A or B or any of their group companies shall be Company and it is up to 20.000 Euro per annum plus cost Athyrium’s sole discretion whether or not it will follow the Company’s advice. Such person need not be an Independent Supervisory Board Member. If the Athyrium Supervisory Board Member is to be replaced, the Company shall as soon as reasonably practicable convene a General Meeting for the appointment of a replacement. 3.2 Each of Athyrium, Norgine, and Korys hereby agrees to propose for nomination to the Supervisory Board one individual selected by each of Athyrium, Norgine, and Korys; provided, that, Athyrium’s right under this Clause 3 to designate for nomination a person as a Supervisory Board member and to propose replacements for the Athyrium Supervisory Board Member shall lapse upon the Athyrium Group directly or indirectly holding less than 15% of the aggregate Shares, and upon such occurrence Athyrium shall not have the right to designate any person for nomination by the Supervisory Board as a Supervisory Board member. Each of Athyrium, Norgine, and Korys agrees to vote in a manner consistent with the matters agreed to by each of Athyrium, Norgine, and Korys in this Clause 3.2 (including, for the avoidance of doubt, voting to appoint to the Supervisory Board the individuals selected for nomination). 3.3 Upon the shareholding in the Company of Athyrium falling below the threshold stated in Clause 3.2, Athyrium shall procure the resignation of its Supervisory Board member within ten Business Days after such occurrence, unless the chairperson of the Supervisory Board requests Athyrium before expiry of such period in writing to maintain its Supervisory Board member for a certain period and Athyrium consents to such extension. 3.4 The Company acknowledges that none of the Athyrium Supervisory Board Member, the Korys Supervisory Board Member, or the Norgine Supervisory Board Member shall have a conflict of interest with the Company within the meaning of section 2:140(5) of the Civil Code by reason only of his or her affiliation with, respectively, the Athyrium Group, Korys, or Norgine. 3.5 In consideration for services rendered in connection with his or her duties as a member of the Supervisory Board and so long as such individual is not a full-time investment employee or full-time consultant of Athyrium (whether or not such individual receives some compensation from Athyrium through a consulting or other arrangement), the Athyrium Supervisory Board Member shall receive an annual fee initially equal to €25,000 (subject to modification consistent with any modification of annual fees paid to similarly situated members of the Supervisory Board) and, following receipt of detailed invoices, the Company shall reimburse the Athyrium Supervisory Board Member for expenses reasonably and directly incurred in connection with such services, provided that any expense in excess of €1000 shall require the prior written consent of the Company in order to be reimbursed. 3.6 The Company hereby undertakes that it shall advance expenses incurred by an Athyrium Supervisory Directors shall Board Member in defending any action, suit or proceeding and pay such expenses reasonably and directly incurred as soon as reasonably possible after having been provided with the detailed invoices, prior to the final determination of such claim; provided that such Athyrium Supervisory Board Member agrees in writing to promptly repay such amounts to the Company if it is ultimately determined that such Athyrium Supervisory Board Member is not entitled to be eligible to receive options indemnified under clause 20 of the Employee Stock Option Plan. Supervisory Directors who are employed by a Shareholder A or B or any of their group companies shall be compensated only for costsArticles.

Supervisory Board. 5.1 VersaPoint will have 16.1 The Parties shall procure that the supervisory board of the Company (the “Supervisory Board”) shall be composed of 3 (three) members, to be appointed by the general meeting of shareholders: – 1(one) of whom shall be appointed upon a binding nomination of the Investor; and, – 1(one) of whom shall be appointed upon a binding nomination of the Founders; and, – 1(one) of whom shall be appointed as an independent member recognised as an industry expert upon a binding nomination of the Investor together with the Founders. At the Closing Date, the following persons shall be nominated by the following Parties: • Mr. E.C.M. van Wezel as Supervisory Board member on behalf of the Investor; A. Van Blitterswijk as Supervisory Board member on behalf of the Founders. The third, independent Supervisory Board member, shall be nominated as soon as reasonably possible. 16.2 Each of the Shareholders hereby agrees to Vote at the relevant general meetings of shareholders in favour of any binding nominations made in accordance with this Article 16, unless any candidate nominated cannot reasonably be regarded as an appropriate member of the Supervisory Board. Likewise each of the Shareholders hereby agrees to vote at the relevant general meeting of shareholders in favour of any proposals to suspend or dismiss a Supervisory Board member if such proposal is made by the same Party which is entitled to nominate candidates for the seat then held by such Supervisory Board member. 16.3 The Parties shall advise procure that the Management Supervisory Board shall meet at regular intervals, but at least quarterly. Votes may be rendered by power of VersaPointattorney given by one Supervisory Board member to another member. The Parties agree that the Supervisory Board will adopt resolutions by a simple majority of the votes of the members present. 16.4 The Supervisory Board members shall consist receive reimbursement of one or more all reasonable expenses incurred for their membership of the Supervisory Directors who are appointed, suspended and dismissed by the General Meeting of Shareholders, all in accordance with article 5.3Board. 5.2 Each Shareholder A 16.5 To the extent allowed under applicable law, the Company shall indemnify and B holding at least 10% of keep indemnified the outstanding share capital of VersaPoint (any C-Shares not taken into account) shall have the right to nominate one Supervisory Director and an additional Supervisory Director for each additional full 20% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) held by such Shareholder. 5.3 The right to nominate the chairman members of the Supervisory Board will alternate between Shareholder A from and Shareholder B every year against any and all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs or expenses of any kind or nature whatsoever to which such member may become subject by reason of its/their status as from the date hereof, provided that a Shareholder A or B who holds less than 50% member of the outstanding share capital Supervisory Board, unless such liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs or expenses of VersaPoint (any C-Shares not taken into account) shall not be entitled to nominate the chairman. VersaTel kind or nature whatsoever is/are caused by its/their gross negligence, wilful misconduct or fraud. 16.6 The Supervisory Board members shall have the right to nominate benefit of directors’ insurance in amounts and covering risks as is determined by the chairman during the 10,5 months period starting 31st March 2000 up to and including 15 February 2001 and NorthPoint shall have the right to nominate the chairman during the following 10,5 months period starting 16th February 2001 up to and including 31st December 2001. Thereafter the right to nominate the chairman shall alternate each following calendar year, starting with VersaTel having the right to nominate the chairman during 2002. 5.4 The Supervisory Board decides by simple majority vote in a meeting where a majority management board (statutaire bestuur) of the Supervisory Directors in office are present or represented. In case of a deadlockCompany, the chairman of the Supervisory Board will cast the deciding vote. However, if the Supervisory Board does not resolve subject to adopt the AOPB proposed by the CEO pursuant to Article 9.2 by simple majority, the chairman cannot cast a deciding vote 5.5 The Shareholders undertake vis-a-vis each other to vote in the General Meeting of Shareholders -- and the Shareholders A and B shall vote in the combined meeting of holders of A-Shares and B-Shares -- for the Supervisory Director nominated for appointment by the Shareholders A and B in accordance with the provisions of this AgreementInvestor’s Consent. 5.6 The above provisions apply mutatis mutandis to a proposal for the dismissal and the suspension of the Supervisory Director nominated by a Shareholder A or B. 5.7 The remuneration for the Supervisory Directors who are not employed by a Shareholder A or B or any of their group companies shall be up to 20.000 Euro per annum plus cost compensation and such Supervisory Directors shall be eligible to receive options under the Employee Stock Option Plan. Supervisory Directors who are employed by a Shareholder A or B or any of their group companies shall be compensated only for costs.

Supervisory Board. 5.1 VersaPoint will have a 7.1 The Composition of the Supervisory Board which shall advise the Management Board of VersaPoint. Board (a) The Supervisory Board shall consist of one or more nine (9) Members of the Supervisory Directors who are appointedBoard, suspended including the chairman and dismissed by vice-chairman of the General Meeting of Shareholders, all Supervisory Board nominated and elected in accordance with article 5.3Clause 5.2 and this Clause 7.1 for a term of four (4) years. 5.2 Each (b) So long as the Government Shareholder A and B holding directly holds at least 10% one-third (1/3) of the outstanding share capital of VersaPoint (any C-Shares not taken into account) Shares, the Government Shareholder shall have the right be entitled to nominate one Supervisory Director and an additional Supervisory Director for each additional full 20% five (5) Members of the outstanding share capital of VersaPoint (any C-Shares not taken into account) held by such Shareholder. 5.3 The right to nominate Supervisory Board, including the chairman of the Supervisory Board. So long as the Strategic Partner directly holds at least one-third (1/3) of the Shares, the vice- chairman of the Supervisory Board will alternate between shall be nominated by the Strategic Partner. The remaining three (3) Members of the Supervisory Board shall be elected by the employees of VSEH. (c) So long as the Government Shareholder A and Shareholder B every year as from the date hereof, provided that a Shareholder A or B who directly holds more than ten per cent. (10 %) but less than 50% one-third (1/3) of the outstanding share capital of VersaPoint (any C-Shares not taken into account) Shares, the Government Shareholder shall not be entitled to nominate the chairman. VersaTel shall have the right to nominate the chairman during the 10,5 months period starting 31st March 2000 up to and including 15 February 2001 and NorthPoint shall have the right to nominate the chairman during the following 10,5 months period starting 16th February 2001 up to and including 31st December 2001. Thereafter the right to nominate the chairman shall alternate each following calendar year, starting with VersaTel having the right to nominate the chairman during 2002. 5.4 The Supervisory Board decides by simple majority vote in a meeting where a majority one (1) Member of the Supervisory Directors in office are present or representedBoard. In such case the Strategic Partner shall be entitled to nominate five (5) Members of a deadlockthe Supervisory Board, including the chairman of the Supervisory Board will cast the deciding voteBoard. However, if The remaining three (3) Members of the Supervisory Board does not resolve to adopt the AOPB proposed shall be elected by the CEO pursuant employees of VSEH. (d) In the event that a Shareholder shall at any time request (i) the removal of a Member of the Supervisory Board whom the Shareholder nominated or (ii) the election of a nominee to Article 9.2 fill a vacancy created for any reason by simple majoritythe departure from office of a Member of the Supervisory Board whom the same Shareholder nominated, then the chairman cannot cast a deciding vote 5.5 The Shareholders undertake vis-a-vis each other to shall without delay vote in at the General Meeting to procure such removal or the election of such new nominee. The Shareholders -- and shall notify each other in writing of the Shareholders A and B Persons which they intend to nominate at least ten (10) Business Days prior to the date of any General Meeting at which such nominees shall vote in the combined meeting of holders of A-Shares and B-Shares -- for the Supervisory Director nominated for appointment by the Shareholders A and B in accordance with the provisions of this Agreement. 5.6 The above provisions apply mutatis mutandis to a proposal for the dismissal and the suspension be approved as Members of the Supervisory Director nominated by a Shareholder A or B.Board. 5.7 The remuneration for (e) Each Member of the Supervisory Directors who are not employed Board selected by the relevant Shareholder shall (i) meet the general requirements imposed on a Shareholder A or B or any member of their group companies shall be up to 20.000 Euro per annum plus cost compensation a statutory body of a company under Slovak law and such Supervisory Directors shall be eligible to receive options under (ii) have the Employee Stock Option Plan. Supervisory Directors who are employed by a Shareholder A or B or any of their group companies shall be compensated only for costsappropriate educational background and expert management skills.

Supervisory Board. 5.1 VersaPoint will have a Supervisory Board which shall advise the Management Board of VersaPoint. (1) The Supervisory Board supervisory board shall consist of one or at least three but not more Supervisory Directors who are appointed, suspended and dismissed than ten members. (2) The members shall be elected by the General Meeting of Shareholders, all in accordance with article 5.3shareholders’ meeting. 5.2 Each Shareholder A and B holding at least 10% (3) Supervisory board members shall be elected for a term that ends upon the end of the outstanding share capital of VersaPoint (any C-Shares not taken into account) shall have shareholders' meeting that resolves on the right to nominate one Supervisory Director and an additional Supervisory Director for each additional full 20% discharge of the outstanding share capital supervisory board members in the fourth business year after the election unless they are elected for a shorter term of VersaPoint (any Coffice. The business year of the election shall not be counted; re-Shares not taken into account) held by such Shareholderelection shall be permitted. 5.3 The right (4) If a member retires before the end of his/her term of office, a by-election need not be held earlier than at the next ordinary shareholders' meeting. However, in case the number of supervisory board members drops below three a by- election shall be held immediately at an extraordinary shareholders’ meeting. (5) By-elections shall be for the residual term of office of the retired member. (6) Each member of the supervisory board may resign from office, also without cause, by giving four weeks' notice to nominate the executive board or the chairman of the Supervisory Board will alternate between Shareholder A supervisory board and Shareholder B every year as from in case the date hereof, provided that latter should not be available to a Shareholder A or B who holds less than 50% deputy chairman of the outstanding share capital of VersaPoint supervisory board. (any C7) The supervisory board shall hold at least four meetings per business year, which shall be convened as far as possible at equal intervals. (1) The supervisory board shall elect a chairman and one or two deputy chairmen from among its members. A by-Shares not taken into account) election shall not be entitled to nominate the chairman. VersaTel shall have the right to nominate held immediately, if the chairman or all deputy chairmen retire from office. (2) If during an election no candidate should receive absolute majority, a decisive ballot shall be held between the 10,5 months period starting 31st March 2000 up to and including 15 February 2001 and NorthPoint two candidates who were given most of the votes. (1) The supervisory board shall have issue its own internal rules of procedure. (2) Meetings of the right to nominate supervisory board shall be convened in writing, by fax, by e- mail or by an other comparable form by the chairman during or, in case she/he is unable to do so, by a deputy, to the following 10,5 months period starting 16th February 2001 up to and including 31st December 2001. Thereafter address most recently advised. (3) The supervisory board shall constitute a quorum if at least three members elected by the right to nominate shareholders' meetings are present, which shall include the chairman or a deputy. The meeting shall alternate each following calendar year, starting with VersaTel having the right to nominate be chaired by the chairman during 2002or his/her deputy in case the chairman is unable to attend. The chairman of the meeting shall determine the mode of voting. 5.4 The Supervisory Board decides (4) Resolutions shall be passed by simple majority vote in a meeting where a majority of the Supervisory Directors in office are present or representedvotes cast. In case of a deadlocktie, also in case of elections, the person chairing the meeting shall have the casting vote. (5) A supervisory board member may grant power of the attorney to another supervisory board member for representation at a specific meeting in writing; the supervisory board member represented shall not be counted when determining whether the meeting constitutes a quorum or not (paragraph 3). The right to chair a meeting cannot be transferred. (6) Minutes shall be kept on deliberations and resolutions of the supervisory board, which shall be signed by the chairman of the Supervisory Board will cast meeting. (7) Resolutions may also be passed in writing, via fax, phone or in any other comparable form of passing of resolutions if no member of the deciding votesupervisory board expressly objects to such procedure. HoweverThe provisions of paragraph 4 shall apply mutatis mutandis. Representation according to paragraph 5 shall not be permitted for written resolutions by circulation. (1) The supervisory board shall be entitled to establish committees from among its Members permanently or for individual tasks. The supervisory board shall determine their tasks and powers as well as their internal rules of procedure, if the Supervisory Board does not resolve to adopt the AOPB proposed by the CEO pursuant to Article 9.2 by simple majority, the chairman cannot cast a deciding voteany. The committees may also be given decisionmaking power. 5.5 (2) The Shareholders undertake vis-a-vis each other to vote in the General Meeting of Shareholders -- and the Shareholders A and B shall vote in the combined meeting of holders of A-Shares and B-Shares -- for the Supervisory Director nominated for appointment by the Shareholders A and B in accordance with the provisions of this Agreement. 5.6 The above provisions Article 12 paras 2 to 7 shall apply mutatis mutandis to a proposal for the dismissal and the suspension committees of the Supervisory Director nominated by a Shareholder A or B.supervisory board unless otherwise provided for in Article 13. 5.7 The remuneration for the Supervisory Directors who are not employed by a Shareholder A or B or any of their group companies (3) Committees shall be up to 20.000 Euro per annum plus cost compensation and such Supervisory Directors shall be eligible to receive options under the Employee Stock Option Plan. Supervisory Directors who are employed by a Shareholder A or B or any of their group companies shall be compensated only for costshave at least three members.

Supervisory Board. 5.1 VersaPoint will have 20.1 LANXESS AG currently has a Supervisory Board supervisory board which shall advise the Management Board is not subject to co-determination, consisting of VersaPoint. The Supervisory Board shall consist of one or more Supervisory Directors who are appointed, suspended and dismissed three members elected by the General Meeting of Shareholderssole stockholder BXXXX XX. After the spin-off takes effect, all in accordance LANXESS AG shall form a supervisory board with article 5.3. 5.2 Each Shareholder A and B holding at least 10% of the outstanding share capital of VersaPoint equal (any C50:50) co-Shares not taken into account) shall have the right to nominate one Supervisory Director and an additional Supervisory Director for each additional full 20% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) held by such Shareholder. 5.3 The right to nominate the chairman of the Supervisory Board will alternate between Shareholder A and Shareholder B every year as from the date hereof, provided that a Shareholder A or B who holds less than 50% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) shall not be entitled to nominate the chairman. VersaTel shall have the right to nominate the chairman during the 10,5 months period starting 31st March 2000 up to and including 15 February 2001 and NorthPoint shall have the right to nominate the chairman during the following 10,5 months period starting 16th February 2001 up to and including 31st December 2001. Thereafter the right to nominate the chairman shall alternate each following calendar year, starting with VersaTel having the right to nominate the chairman during 2002. 5.4 The Supervisory Board decides by simple majority vote in a meeting where a majority of the Supervisory Directors in office are present or represented. In case of a deadlock, the chairman of the Supervisory Board will cast the deciding vote. However, if the Supervisory Board does not resolve to adopt the AOPB proposed by the CEO pursuant to Article 9.2 by simple majority, the chairman cannot cast a deciding vote 5.5 The Shareholders undertake vis-a-vis each other to vote in the General Meeting of Shareholders -- and the Shareholders A and B shall vote in the combined meeting of holders of A-Shares and B-Shares -- for the Supervisory Director nominated for appointment by the Shareholders A and B determination in accordance with the provisions of the 1976 German Co-Determination Act (Mitbestimmungsgesetz,) since as a result of the attribution rule set out in § 5 paragraph 1 sentence 1 of the German Co-Determination Act (Mitbestimmungsgesetz), it shall employ more than 2,000 employees domestically. In this Agreementregard, the board of management shall institute so-called status proceedings in accordance with §§ 97 et seq. of the German Stock Corporation Act (Aktiengesetz). It is anticipated that the newly formed supervisory board shall have sixteen members of which eight are representatives of the stockholders and eight representatives of the employees. The eight members of the supervisory board to be elected by the stockholders shall be elected by BXXXX XX as sole stockholder before the spin-off takes effect. The term of office of the supervisory board members elected by BXXXX XX shall be limited and shall end on the first annual stockholders’ meeting of LANXESS AG after the spin-off takes effect, in order to give future stockholders of LANXESS AG the opportunity for a new election. The members of the supervisory board to be elected by the employees shall initially be appointed by the court. It has not yet been determined who will become a member of the new supervisory board of LANXESS AG. 5.6 20.2 The above provisions apply mutatis mutandis to a proposal for spin-off shall have no effect on the dismissal existence and the suspension composition of the Supervisory Director nominated supervisory board of BXXXX XX nor on the terms of office of its members. The employee representatives on the supervisory board of BXXXX XX shall be elected by the employees of all domestic group companies. After the spin-off takes effect, LANXESS AG shall no longer be a Shareholder A or B. 5.7 The remuneration for BXXXX XX group company and therefore the Supervisory Directors who are not employed by a Shareholder A or B or any employees of their LANXESS AG and its group companies shall no longer be up entitled to 20.000 Euro per annum plus cost compensation and such Supervisory Directors vote for or be elected to the supervisory board of BXXXX XX but instead shall be eligible entitled to receive options under do so with respect to the Employee Stock Option Plan. Supervisory Directors who are employed by a Shareholder A or B or any supervisory board of their group companies shall be compensated only for costsLANXESS AG.

Supervisory Board. 5.1 VersaPoint will have a Supervisory Board which shall advise the Management Board of VersaPoint. (1) The Supervisory Board supervisory board shall consist of one or at least three but not more Supervisory Directors who are appointed, suspended and dismissed than eighteen members. (2) The members shall be elected by the General Meeting of Shareholders, all in accordance with article 5.3shareholder's meeting. 5.2 Each Shareholder A and B holding at least 10% (3) Supervisory board members shall be elected for a term that ends upon the end of the outstanding share capital of VersaPoint (any C-Shares not taken into account) shall have shareholders' meeting that resolves on the right to nominate one Supervisory Director and an additional Supervisory Director for each additional full 20% discharge of the outstanding share capital supervisory board members in the fourth business year after the election unless they are elected for a shorter term of VersaPoint (any Coffice. The business year of the election shall not be counted; re-Shares not taken into account) held by such Shareholderelection shall be permitted. 5.3 The right (4) If a member retires before the end of his/her term of office, a by-election need not be held earlier than at the next ordinary shareholders' meeting. However, in case the number of supervisory board members drops below three a by- election shall be held immediately at an extraordinary shareholders’ meeting. (5) By-elections shall be for the residual term of office of the retired member. If a member of the supervisory board is elected by an extraordinary shareholders' meeting, his/her first year in office shall end upon the end of the next ordinary shareholders' meeting. (6) Each member of the supervisory board may resign from office, even without an important reason, by giving four weeks' notice to nominate the executive board or the chairman of the Supervisory Board will alternate between Shareholder A supervisory board and Shareholder B every year as from in case the date hereof, provided that latter should not be available to a Shareholder A or B who holds less than 50% deputy chairman of the outstanding share capital of VersaPoint supervisory board. (any C7) The supervisory board shall hold at least four meetings per business year, which shall be convened at equal intervals, to the extent possible. (1) Once a year the supervisory board shall elect a chairman and one or two deputy chairmen from among its members at a meeting to be held subsequently to an ordinary shareholders' meeting, and no separate invitation shall be necessary for such meeting. A by-Shares not taken into account) election shall not be entitled to nominate the chairman. VersaTel shall have the right to nominate held immediately, if the chairman or all deputy chairmen retire from office. (2) If during an election no candidate should receive absolute majority, a decisive ballot shall be held between the 10,5 months period starting 31st March 2000 up to and including 15 February 2001 and NorthPoint two candidates who were given most of the votes. (1) The supervisory board shall have issue its own internal rules of procedure. (2) The supervisory board may resolve that specific types of transactions may only be carried out with its approval. (3) Meetings of the right to nominate supervisory board shall be convened in writing, by fax, by e- mail or by phone by the chairman during or, in case she/he is unable to do so, by a deputy, to the following 10,5 months period starting 16th February 2001 up to and including 31st December 2001. Thereafter the right to nominate address most recently advised. (4) The supervisory board shall constitute a quorum if at least three members are present, which shall include the chairman or a deputy. The meeting shall alternate each following calendar year, starting with VersaTel having the right to nominate be chaired by the chairman during 2002or his/her deputy in case the chairman is unable to attend. The chairman of the meeting shall determine the mode of voting. 5.4 The Supervisory Board decides (5) Resolutions shall be passed by simple majority vote in a meeting where a majority of the Supervisory Directors in office are present or representedvotes cast. In case of a deadlocktie, also in case of elections, the person chairing the meeting shall have the casting vote. (6) A supervisory board member may entrust another supervisory board member with his/her representation at a specific meeting in writing; the supervisory board member represented shall not be counted when determining whether the meeting constitutes a quorum or not (paragraph 4). The right to chair a meeting cannot be transferred. (7) Minutes shall be kept on deliberations and resolutions of the supervisory board, which shall be signed by the chairman of the Supervisory Board will cast meeting. (8) Resolutions may also be passed in writing, via fax, phone or in any other comparable form of passing of resolutions if no member of the deciding votesupervisory board expressly objects to such procedure. HoweverThe provisions of paragraph 5 shall apply mutatis mutandis. Representation according to paragraph 6 shall not be permitted for written resolutions by circulation. (1) The supervisory board shall be entitled to establish committees from among its members. The supervisory board shall determine their tasks and powers as well as their internal rules of procedure, if the Supervisory Board does not resolve to adopt the AOPB proposed by the CEO pursuant to Article 9.2 by simple majority, the chairman cannot cast a deciding voteany. The committees may also be given decisionmaking power. 5.5 (2) The Shareholders undertake vis-a-vis each other to vote in the General Meeting of Shareholders -- and the Shareholders A and B shall vote in the combined meeting of holders of A-Shares and B-Shares -- for the Supervisory Director nominated for appointment by the Shareholders A and B in accordance with the provisions of this Agreement. 5.6 The above provisions Article 12 paras 3 to 8 shall apply mutatis mutandis to a proposal for the dismissal and the suspension committees of the Supervisory Director nominated by a Shareholder A or B.supervisory board unless otherwise provided for in Article 13. 5.7 The remuneration for the Supervisory Directors who are not employed by a Shareholder A or B or any of their group companies (3) Committees shall be up to 20.000 Euro per annum plus cost compensation and such Supervisory Directors shall be eligible to receive options under the Employee Stock Option Plan. Supervisory Directors who are employed by a Shareholder A or B or any of their group companies shall be compensated only for costshave at least three members.

Supervisory Board. 5.1 VersaPoint will have a Supervisory Board which shall advise the Management Board of VersaPoint. 3.1 The Supervisory Board shall consist of one or more Supervisory Directors who are appointedseven members, suspended and dismissed which shall be appointed by the General Meeting of Shareholders, all in accordance with article 5.3. 5.2 Each Shareholder A and B holding at least 10% the nominations of the outstanding share capital of VersaPoint (any C-Shares not taken into account) shall have the right parties. SBS is entitled to nominate four Supervisory Directors, De Telegraaf is entitled to nominate two Supervisory Directors and Xxxxxxxx is entitled to nominate one Supervisory Director Director. The Supervisory Directors shall be dismissed and an additional suspended by the General Meeting in accordance with proposal of the party who nominated such Supervisory Director. In the event that a party with nomination rights as set forth in this section 3.1 no longer holds Shares, the Supervisory Directors nominated by it will voluntarily resign with immediate effect. If a Supervisory Director refuses to resign in such event, the remaining Shareholders will vote in a General Meeting for each additional full 20the dismissal of such Supervisory Director. 3.2 In the event that Xxxxxxxx will hold less than 5% of the outstanding share capital Shares it shall lose its nomination right for the appointment of VersaPoint (any C-one Supervisory Director as set forth in section 3.1. In the event that De Telegraaf provides less than 26% of all finance for the Company, whether in equity or debt finance, but holds more than 5% of the Shares not taken into account) held it shall lose its nomination right for the appointment of one Supervisory Director as set forth in section 3.1. In the event that De Telegraaf will hold less than 5% of the Shares it shall lose its remaining nomination right for the appointment of one Supervisory Director as set forth in section 3.1. In the event a party loses a nomination right as set forth in this section 3.2, the Supervisory Directors nominated by such Shareholderparty will voluntarily resign. If a Supervisory Director refuses to resign in such event, the Shareholders will vote in a General Meeting for the dismissal of such Supervisory Director. 5.3 The right to nominate the chairman 3.3 All resolutions of the Supervisory Board will alternate between Shareholder A and Shareholder B every year shall be adopted by simple majority in a meeting duly called in accordance with the Articles of Association where at least two Supervisory Directors nominated by SBS and, for as from long as De Telegraaf has two nomination rights as set forth in section 3.1, one Supervisory Director nominated by De Telegraaf are present (the date hereofQuorum), provided that a Shareholder A or B who holds less than 50% as long as De Telegraaf has two nomination rights as set forth in section 3.1 all resolutions of the outstanding share capital of VersaPoint (any C-Shares not taken into account) shall not be entitled to nominate the chairman. VersaTel shall have the right to nominate the chairman during the 10,5 months period starting 31st March 2000 up to and including 15 February 2001 and NorthPoint shall have the right to nominate the chairman during the following 10,5 months period starting 16th February 2001 up to and including 31st December 2001. Thereafter the right to nominate the chairman shall alternate each following calendar year, starting with VersaTel having the right to nominate the chairman during 2002. 5.4 The Supervisory Board decides by simple majority vote relating to the approval of the decisions of the management board of the Company listed in a meeting where a majority section 22 subparagraph 3 of the Articles of Association may only be passed if at least one of the Supervisory Directors nominated by De Telegraaf gives his or her approval. If at such meeting the Quorum is not met, a new (second) meeting will be called in office are present or representedaccordance with the Articles of Association. In case of a deadlock, the chairman At such second meeting resolutions of the Supervisory Board will cast the deciding vote. However, if the Supervisory Board does not resolve to adopt the AOPB proposed by the CEO pursuant to Article 9.2 can validly be adopted by simple majority, the chairman cannot cast a deciding vote 5.5 The Shareholders undertake vis-a-vis each other to vote in the General Meeting of Shareholders -- and the Shareholders A and B shall vote in the combined meeting of holders of A-Shares and B-Shares -- for the Supervisory Director nominated for appointment by the Shareholders A and B in accordance with the provisions of this Agreement. 5.6 The above provisions apply mutatis mutandis to a proposal for the dismissal and the suspension of the Supervisory Director nominated by a Shareholder A or B. 5.7 The remuneration for the provided that at least four Supervisory Directors who are not employed by a Shareholder A or B or any of their group companies shall be up to 20.000 Euro per annum plus cost compensation and present at such Supervisory Directors shall be eligible to receive options under the Employee Stock Option Plan. Supervisory Directors who are employed by a Shareholder A or B or any of their group companies shall be compensated only for costssecond meeting.

Supervisory Board. 5.1 VersaPoint will have a (Conseil de surveillance) ------------------------------------------- 5.3.1 Composition and Meetings of the Supervisory Board ------------------------------------------------- (a) The supervisory board of the Company shall supervise the actions of the management board and shall vote on the matters subjected to its consent. The supervisory board may establish committees, such as a finance committee, an audit committee and a compensation committee. The members of the supervisory board of the Company shall be appointed for a period of 5 (five) years, which shall advise terminate, unless terminated earlier, at the Management Board end of VersaPointthe general shareholders' meeting of the Company called to approve the annual accounts of the Company which is held in the year during which the term of said members expires. Any member of the supervisory board shall remain in office for the term he/she is appointed for unless he/she is revoked by the shareholders' meeting of the Company or he/she resigns or dies. Members of the supervisory board of the Company may be re- elected. The Supervisory Board members of the supervisory board shall consist among themselves elect a chairman and a vice-chairman, which shall be individuals. Vacancies shall be filled as soon as possible. The Parties shall ensure that in case of one a replacement of a vacancy, the new member of the supervisory board which is elected or more Supervisory Directors who are appointed, suspended and dismissed coopted shall be chosen from a list of candidates submitted by the General Meeting of Shareholders, all in accordance with article 5.3Group who had nominated the member to the now vacant position. 5.2 Each Shareholder A (i) The representation of the Hoechst Group, the Aventis Group and B holding the Schering Group on the supervisory board of the Company shall be proportional to their respective equity interest in the Company, provided that at all times (subject to the provisions of Section 12.1 hereof) at least 10one of the supervisory board members shall be elected from a list of candidates submitted by Schering. The initial supervisory board of the Company shall be composed of four members, which shall be appointed by the general meetings of the shareholders of the Company. No more than one-third of the members of the supervisory board at any time may be 75 (seventy-five) years of age or more. In the event that more than one third of the members of the supervisory board become 75 (seventy-five) years of age or more, the oldest member(s) shall be deemed to resign immediately. (ii) The initial supervisory board being composed of four members, the Parties shall ensure that their respective representation on the initial supervisory board shall be as follows: - two members shall be elected from a list of candidates submitted by the Aventis Group, which will initially hold 47.56 % of the outstanding share capital Company (such percentage to be adjusted subsequently to 47.93% pursuant to Section 11.4 hereof); - one member shall be elected from a list of VersaPoint candidates submitted by the Hoechst Group, which will initially hold 28.27 % of the Company (any C-Shares not taken into accountsuch percentage to be adjusted subsequently to 28.07% pursuant to Section 11.4 hereof), and - one member shall be elected from a list of candidates submitted by the Schering Group, which will initially hold 24.17 % of the Company (such percentage to be adjusted subsequently to 24.0% pursuant to Section 11.4 hereof). The Parties shall be free to determine the number of candidates included in their respective lists of proposals. (iii) In addition, the Parties shall ensure that the Schering Group will have the right to nominate one Supervisory Director and an additional Supervisory Director for each additional full 20% a representation on any committee of the outstanding share capital of VersaPoint (any C-Shares not taken into account) held by such Shareholder. 5.3 The right to nominate supervisory board reflecting its shareholding ratio in the chairman of the Supervisory Board will alternate between Shareholder A Company, and Shareholder B every year as from the date hereof, provided that a Shareholder A or B who holds less than 50% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) which shall not be entitled to nominate the chairman. VersaTel shall have the right to nominate the chairman during the 10,5 months period starting 31st March 2000 up to and including 15 February 2001 and NorthPoint shall have the right to nominate the chairman during the following 10,5 months period starting 16th February 2001 up to and including 31st December 2001. Thereafter the right to nominate the chairman shall alternate each following calendar year, starting with VersaTel having the right to nominate the chairman during 2002less than one seat on any such committee. 5.4 (iv) The Supervisory Board decides by simple majority vote in a meeting where a majority articles of association of the Supervisory Directors Company shall provide that each member of the supervisory board shall be required to hold one share in office are present or representedthe Company. As a result, in order to preserve each Group's ownership in the Company, each Group shall lend each of the members of the supervisory board elected from the list of candidates submitted by it one share pursuant to a "pret de consommation" (share loan transferring the ownership of the share). The "pret de consommation" shall provide that the holder of the share shall grant to the relevant Party, no later than fifteen days prior to each shareholders' meeting of the Company, a power of attorney to vote the share at such meeting, failing which the "pret de consommation" shall automatically terminate and the share shall automatically be re- transferred to the relevant Party who had lent the share. The "pret de consommation" shall also provide that upon the holder ceasing to be a member of the supervisory board for any reason whatsoever, the holder shall be deemed irrevocably to have re-transferred the share to the relevant Party. In case of a deadlockaddition, the chairman each member of the Supervisory Board will cast supervisory board shall, in its role as a shareholder, grant an irrevocable power of attorney to the deciding vote. However, if the Supervisory Board does not resolve to adopt the AOPB proposed by the CEO pursuant to Article 9.2 by simple majority, the chairman cannot cast a deciding vote 5.5 The Shareholders undertake vis-a-vis each other to vote in the General Meeting of Shareholders -- and the Shareholders A and B shall vote in the combined meeting of holders of A-Shares and B-Shares -- for the Supervisory Director nominated for appointment by the Shareholders A and B in accordance with the provisions of this Agreement. 5.6 The above provisions apply mutatis mutandis to a proposal for the dismissal and the suspension holder of the Supervisory Director nominated by a Shareholder A or B. 5.7 The remuneration for Company's share register to proceed with all formalities to effect such re- transfer to the Supervisory Directors who are not employed by a Shareholder A or B or any of their group companies shall be up to 20.000 Euro per annum plus cost compensation and such Supervisory Directors shall be eligible to receive options under the Employee Stock Option Plan. Supervisory Directors who are employed by a Shareholder A or B or any of their group companies shall be compensated only for costsrelevant Party.

Supervisory Board. 5.1 VersaPoint will have a Supervisory Board which shall advise the Management Board of VersaPoint. 4.1 The Supervisory Board shall consist of one or more Supervisory Directors who are appointed, suspended and dismissed four members not including the representatives delegated by the General Meeting Companies' works council pursuant to Sec. 110 ArbVG (the "Labour Relations Act"). The members are appointed by the shareholder's meeting. Each Party shall each have the right to delegate two members to the Supervisory Board. The right to delegate includes the right to revoke and substitute the delegated members to the Supervisory Board. The right to separate election pursuant to Section 30b GmbHG is thereby exercised by the Parties. Each Party undertakes to procure the appointment of Shareholders, all in accordance with article 5.3the members to the Supervisory Board delegated by the other Party. Any committee set up by the Supervisory Board shall contain an equal number of members delegated by each of the Parties. 5.2 Each Shareholder A and B holding at least 10% 4.2 The members of the outstanding share capital Supervisory Board shall be delegated for a term ending at the close of VersaPoint the shareholder's meeting that resolves on their release from responsibility for the third business year after their delegation, not taking into account the business year of the delegation. Re-delegation is permissible only by the Party who initially delegated such delegate. 4.3 For its term the Supervisory Board shall elect the Chairman and the Deputy Chairman from among its Members. The Supervisory Board shall elect as Chairman and Deputy Chairman the members delegated by VA SCHIENE. Unless otherwise provided in the by-laws, the articles of association or under applicable law, resolutions shall be adopted by a simple majority of the votes cast. The members of the Supervisory Board delegated by GRANT and VA SCHIENE shall meet prior to the meeting of the Supervisory Board in order to discuss each item of the agenda and shall be bound for purposes of the Supervisory Board meeting by any agreement reached in such pre-meeting. If those members cannot reach an agreement in such prior meeting, they shall resolve each item of the agenda by a simple majority of the votes cast. In case of a tie, the vote of the Chairman (any Cduring his absence the vote of the Deputy Chairman) shall prevail if the Companies will suffer material damage in case no resolution would be passed. In the matters referred to in Section 5.2, the Chairman or the Deputy Chairman shall have no tie breaking vote. The required quorum for the pre-Shares not taken into account) meeting is one member delegated by each Party. 4.4 Members of the Supervisory Board may authorize a proxy in writing to represent him/her at a particular meeting of the Supervisory Board or one of its committees, who shall have the rights provided in the GmbHG. The proxy may also be entrusted with the representation of more than one member of the Supervisory Board and shall have the right to nominate one Supervisory Director and an additional Supervisory Director present votes for each additional full 20% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) held by such Shareholder. 5.3 The right to nominate the chairman members of the Supervisory Board will alternate between Shareholder A and Shareholder B every year as from the date hereof, provided that a Shareholder A or B who holds less than 50% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) shall not be entitled to nominate the chairman. VersaTel Board. 4.5 The Parties shall have the right to nominate the chairman during the 10,5 months period starting 31st March 2000 up delegate advisors from time to and including 15 February 2001 and NorthPoint shall have the right time to nominate the chairman during the following 10,5 months period starting 16th February 2001 up to and including 31st December 2001. Thereafter the right to nominate the chairman shall alternate each following calendar year, starting with VersaTel having the right to nominate the chairman during 2002. 5.4 The Supervisory Board decides by simple majority vote in a any meeting where a majority of the Supervisory Directors Board, provided that the other Party is notified with sufficient time in office are present or representedadvance of such delegation along with a brief description of the qualifications of the advisor delegated, in order to enable the other Party to determine in its sole discretion whether to also delegate an advisor with similar qualifications. In case of a deadlock, The advisors shall have no voting right. 4.6 Each Party to this Operating Agreement agrees with the chairman other to cause the members of the Supervisory Board will cast to exercise their rights to ensure that the deciding vote. Howeverbusiness of the Companies is conducted in accordance with sound business practice and, if as between the parties to this Operating Agreement, in good faith. 4.7 The Parties undertake to cause that at any meeting of the Supervisory Board does not resolve or a committee at least one of its delegated members - or a proxy - will be present. If a Party fails to comply with this obligation, a second meeting shall be called with the same agenda. Such meeting may adopt resolutions regardless of the representation of either Party. 4.8 The Supervisory Board first appointed by the shareholders' meeting shall adopt the AOPB proposed by the CEO pursuant to Article 9.2 by simple majority, the chairman cannot cast a deciding vote 5.5 The Shareholders undertake visSupervisory Board by-a-vis each other to vote in the General Meeting of Shareholders -- and the Shareholders A and B shall vote in the combined meeting of holders of A-Shares and B-Shares -- for the Supervisory Director nominated for appointment by the Shareholders A and B in accordance with the provisions of this Agreementlaws attached hereto as Schedule 4.8. 5.6 The above provisions apply mutatis mutandis to a proposal for the dismissal and the suspension of the Supervisory Director nominated by a Shareholder A or B. 5.7 The remuneration for the Supervisory Directors who are not employed by a Shareholder A or B or any of their group companies shall be up to 20.000 Euro per annum plus cost compensation and such Supervisory Directors shall be eligible to receive options under the Employee Stock Option Plan. Supervisory Directors who are employed by a Shareholder A or B or any of their group companies shall be compensated only for costs.

Supervisory Board. 5.1 VersaPoint will have a 10.1 The supervisory board ("raad van commissarissen") of the Company, hereinafter referred to as: "the Supervisory Board which Board", shall advise the Management Board be composed of VersaPoint. The Supervisory Board shall consist of one or more Supervisory Directors who are appointedfour members, suspended and dismissed to be appointed by the general meeting of shareholders ("algemene vergadering van aandeelhouders") of the Company, hereinafter referred to as "General Meeting of Shareholders, all in accordance with article 5.3. 5.2 Each Shareholder A ". Nesbic and B holding at least 10% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) shall Cromwilld each have the right to nominate one Supervisory Director and an additional Supervisory Director for each additional full 20% member of the outstanding share capital of VersaPoint (any C-Shares not taken into account) held by such Shareholder. 5.3 The Supervisory Board. Founders have the right to nominate two members of the Supervisory Board. The fourth member of the Supervisory Board, that shall be appointed upon nomination of Founders, will have to be acceptable to both Nesbic and Cromwilld. Nesbic and Cromwilld shall not withhold their acceptance unreasonably. Shareholders shall vote as shareholders of the Company in such manner that a member of the Supervisory Board nominated by one of the Shareholders in accordance with the preceding, will be appointed. If an Shareholder requests that the member of the Supervisory Board nominated by him be dismissed, or suspended Shareholders will vote for such dismissal or suspension. 10.2 The member of the Supervisory Board appointed upon nomination of Nesbic, initially Mr. Xxx xxx Xxxxxx, shall be appointed chairman of the Supervisory Board. The chairman of the Supervisory Board shall have a casting vote if the Supervisory Board cannot reach a decision due to a tie in votes. The Supervisory Director nominated by Cromwilld shall initially be Mr. Denix X'Xxxxx. Xxe Supervisory Director nominated by Founders shall initially be Mr. Xxxxxxx Xxxxxxx Xxxxx. Nesbic acknowledges the valuable relationship of Mr. Xxx xxx Xxxxxx with Mescx and will alternate between Shareholder A and Shareholder B every year as from therefor take into account this relationship in deciding on the date hereof, provided that replacement of Leo xxx Xxxxxx xx a Shareholder A or B who holds less than 50% member of the outstanding share capital board of VersaPoint (any C-Shares not taken into account) shall not be entitled to nominate the chairman. VersaTel shall have the right to nominate the chairman during the 10,5 months period starting 31st March 2000 up to and including 15 February 2001 and NorthPoint shall have the right to nominate the chairman during the following 10,5 months period starting 16th February 2001 up to and including 31st December 2001. Thereafter the right to nominate the chairman shall alternate each following calendar yearsupervisory directors, starting with VersaTel having the right to nominate the chairman during 2002if any. 5.4 10.4 The Supervisory Board decides by simple majority vote in shall meet at regular intervals but at least four times a meeting where a majority year or at the request of one of its members. 10.5 The Management Board shall require the Supervisory Directors in office are present or represented. In case of a deadlock, the chairman prior approval of the Supervisory Board will cast for resolutions or when representing the deciding voteCompany in transactions: - to acquire, dispose of, encumber, rent, let or otherwise acquire or grant any right to use or enjoy registered property; - to conclude agreements whereby the Company is granted a bank credit; - to borrow or lend moneys, except for the use of any bank credit extended to the Company; - to establish or terminate permanent, direct or indirect cooperation with another enterprise; - to participate directly or indirectly in the capital of another enterprise or increase or decrease the extent of any such participation; - to make any investments outside the approved business plan for amounts higher than NLG 50,000 and/or for periods longer than one year; - to provide security in personam or in rem; - to appoint any such officers as contemplated in Article 19, para. However2 of the Articles of Association, if and determine their powers and title; - to conclude settlement agreements; - to act in legal proceedings, including arbitration cases, with the Supervisory Board does not resolve exception of commencing summary proceedings or any other urgent legal action; - to adopt conclude or amend employment contracts involving an annual remuneration in excess of the AOPB proposed by the CEO pursuant to Article 9.2 by simple majority, the chairman cannot cast a deciding vote 5.5 The Shareholders undertake vis-a-vis each other to vote maximum premium income as defined in the General Meeting of Shareholders -- and the Shareholders A and B shall vote in the combined meeting of holders of AOld-Shares and B-Shares -- for the Supervisory Director nominated for appointment by the Shareholders A and B in accordance with the provisions of this Agreement. 5.6 The above provisions apply mutatis mutandis Age Pensions Act ("AOW"); - to make a proposal for a merger ("juridische fusie") as defined in Title 7, Book 2 of the dismissal and the Dutch Civil Code; - to file a petition for a winding up order; - to apply for a suspension of payments; - to vote on shares held by the Supervisory Director nominated by a Shareholder A or B. 5.7 The remuneration for the Supervisory Directors who are not employed by a Shareholder A or B or any of their group companies shall be up to 20.000 Euro per annum plus cost compensation and such Supervisory Directors shall be eligible to receive options under the Employee Stock Option Plan. Supervisory Directors who are employed by a Shareholder A or B or any of their group companies shall be compensated only for costsCompany in other companies.