Board. “Board” means the Board of Directors of the Company.

Board. “Board” is the Board of Directors of the Company, or such committee of the Board of Directors to which the Board of Directors of the Company has delegated the respective authority.

that if [[Person A:Person]] resigns or withdraws as the Observer or is rendered unable to, or refuses to, serve as the Observer (other than due to the termination of the obligations of the Company under this Agreement), the Icahn Group shall be entitled to designate, a replacement observer (a “Replacement Observer”) that is approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed (an “Acceptable Replacement Observer”) (and if such proposed designee is not an Acceptable Replacement Observer, the Icahn Group shall be entitled to continue designating a Replacement Observer until such proposed designee is an Acceptable Replacement Observer). Any such Replacement Observer who becomes an Acceptable Replacement Observer shall be deemed to be the Observer for all purposes under this Agreement.

The Observer and each of the [[MHR Entities:Organization]] acknowledge and agree that in the event the Observer Designation Condition is no longer satisfied, the [[MHR Entities:Organization]] shall no longer be entitled to designate the Observer and the Observer shall automatically cease to be an observer of the Committee.

Insurance. For the duration of the Observer’s appointment as an Observer of the Company, and thereafter for the duration of the applicable statute of limitations, the Company shall cause to be maintained in effect a policy of liability insurance coverage for the Observer against liability that may be asserted against or incurred by him or her in his or her capacity as an Observer which is no worse in scope and amount to that provided to the members of the Board. Upon request, the Company shall provide the Observer or his or her counsel with a copy of all directors’/officers’ liability insurance applications, binders, policies, declarations, endorsements, and other related materials.

Observation. During the term of this Agreement, the Observer may attend one or more meetings of the Company’s Board of Directors and committees thereof to participate in such meetings in a non-voting capacity. Observer acknowledges and agrees that he may be excluded from all or any portion of such meetings as set forth in [Section 5.1(f)(i)] of the Stockholder’s Agreement.

The ​ shall be entitled to designate the Observer to serve as an observer of the Committee. Following the execution of this Agreement by each of the parties hereto, the Company shall cause the Initial Observer to appointed as an observer of the Committee.

Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

Board Composition. At the Closing, Eli Yoresh, Tali Dinar, Yaki Baranes and Amitai Weiss, shall be appointed to fill vacancies on the Board of Directors of FDOC. In addition, at the Closing, the current directors of FDOC shall deliver their resignations effective the day following the Closing Date and current officers of FDOC shall deliver their resignations effective as of the Closing.

Board Candidates. Prior to the execution of this Agreement the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) has reviewed and approved the qualifications of the New Director to serve as a member of the Board. Promptly following the execution of this Agreement, the Company hereby agrees that the Board shall appoint the New Director to the Board as a Class II Director to fill a current vacancy on the Board.