Observer

Observer. Means a person not serving as a director of the Company or Endurance who shall (i) have the right to receive due notice of and to attend and participate in (but not vote at) all meetings of the Board, all meetings of the Endurance Board and all meetings of committees of the Board or the Endurance Board other than their respective Nominating and Corporate Governance Committees, (ii) have the right to receive copies of all documents and other information furnished to directors of the Company or... Endurance or to members of committees of the Board or the Endurance Board other than their respective Nominating and Corporate Governance Committees, (iii) have the same rights as any director of the Company to review the books and records of the Company and to make inquiries of and meet with its officers and employees, (iv) have the same rights as any director of Endurance to review the books and records of Endurance and to make inquires of and meet with its officers and employees, (v) have the same rights that a director of the Company or Endurance has pursuant to Bye-Law 102 of the Bye-Laws or Bye-Law 84 of the Endurance Bye-Laws, as the case may be, mutatis mutandis to -3- appoint and remove a person to act as an Observer in the alternative to himself or herself and (vi) be entitled to be indemnified by the Company or Endurance pursuant to Bye-Laws 147 through 153 of the Bye-Laws or Bye-Laws 128 through 134 of the Endurance Bye-Laws, as the case may be, to the same extent mutatis mutandis as if he or she were a director of the Company or Endurance, as the case may be. View More

Observer. Warren G. Lichtenstein or Jack L. Howard or if either Messrs. Lichtenstein or Howard ceases to serve as an Observer or to be affiliated with the general partner of Steel (the "Steel GP") for any reason, any senior executive of the Steel GP designated by Shareholder and reasonably acceptable to the Company after consultation with the Nominating Committee