Significant agreements that are conditional upon a change of control following a

takeover bid and agreements with members of the Board of Management or employees

providing for compensation in the event of a change of control

If a takeover occurs, Board of Management members Ken Allen, Bruce Edwards, Lawrence Rosen and Hermann Ude are each entitled to resign their office as a member of the Board of Management for good cause within a period of six months following the change in control after giving three months’ notice to the end of the month and to terminate their Board of Management contracts (right to early termination). In the event of the right to early termination being exercised or a Board of Management contract being terminated by mutual consent under the same conditions, the Board of Management member is entitled to payment to compensate the remaining term of his Board of Management contract. Such payment is limited to the cap pursuant to the recommendation of Number 4.2.3 of the German Corporate Governance Code as amended on 18 June 2009. The agreements are outlined in the Remuneration Report.