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EXHIBIT (d)(9)
AUTHORIZATION OF PHILIPPE DURAND TO SIGN
ON BEHALF OF MOUNTAIN ACQUISITION CORP.
MOUNTAIN ACQUISITION CORP.
UNANIMOUS WRITTEN CONSENT OF DIRECTORS
IN LIEU OF MEETING OF THE BOARD OF DIRECTORS
The undersigned, being the sole member of the Board of Directors (the "Board
of Directors"), of Mountain Acquisition Corp. (the "Corporation"), acting
pursuant to Section 141 of the General Corporation Law of the State of Delaware,
does hereby consent to the adoption of the following recitals and resolutions
and the actions set forth herein as of the date and year set forth below, and
further directs that this consent be filed with the minutes of the proceedings
of the meetings of the Board of Directors of the Corporation:
APPROVAL OF THE AGREEMENTS.
WHEREAS, there has been presented to the Board of Directors of the
Corporation for its consideration the Agreement and Plan of Merger, the Support
Agreement, the Employment Agreement, and the Stockholders Agreement to be
entered into by the Corporation, the shareholders, Mikasa, Inc. and J.G. Durand
Industries (collectively the "Agreements").
NOW THEREFORE, BE IT:
RESOLVED, that the form, terms and provisions of the Agreements be and
hereby are authorized, adopted and approved, in such form and containing such
terms and conditions, with such changes, additions, deletions, amendments or
modifications, as the authorized officer or officers executing the same deem
necessary, proper or advisable;
RESOLVED, that Mr. Philippe Durand be and hereby is authorized and directed
to take such action and execute and deliver on behalf of the Corporation such
documents and/or instruments as may be necessary to accomplish the foregoing
resolutions;
RESOLVED, that the Board of Directors and authorized officers of the
Corporation be, and they hereby are, authorized and directed to take such action
and execute and deliver on behalf of the Corporation such documents and/or
instruments as may be necessary to accomplish the foregoing resolutions;
RESOLVED, that the authorized officers of this Corporation and Mr. Philippe
Durand be, and each of them acting alone, hereby is, authorized, empowered and
directed to execute, deliver and cause the performance of, in the name and on
behalf of the Corporation, the Agreements with such changes therein, deletions
therefrom or additions thereto as the officer executing the same shall approve,
the execution and delivery thereof to be conclusive evidence of the approval and
ratification thereof by such authorized officer and by the Board of Directors;
RESOLVED, that the authorized officers of this Corporation and Mr. Philippe
Durand be, and each of them acting alone, hereby is, authorized, empowered and
directed to take, from time to time in the name and on behalf of the
Corporation, such actions and execute and deliver such certificates,
instruments, notices and documents, including amendments thereto, as may be
required from time to time or as such officer may deem necessary, advisable or
proper in order to carry out and perform the obligations of the Agreements or
any other instrument or documents executed pursuant to or in connection with the
Agreements; all such certificates, instruments, notices and documents to be
executed and delivered in such form as the officer executing the same shall
approve, the execution and delivery thereof by such officer to be conclusive
evidence of the approval and ratification thereof by such authorized officer and
by the Board of Directors of the Corporation; and
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RESOLVED, that all actions taken by the officers of the Corporation or
Mr. Philippe Durand prior to the date of this unanimous written consent which
are within the authority conferred hereby are ratified and approved.
The action taken by the execution of this Unanimous Written Consent shall
have the same force and effect as if taken at a meeting of the Board of
Directors of the Corporation duly called and constituted according to the laws
of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Consent as of this 7th
day of September, 2000.
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By: /s/ MATTEO PETRILLO
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Name: Matteo Petrillo
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