Position and Responsibilities Clause Example with 11 Variations from Business Contracts
This page contains Position and Responsibilities clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Position and Responsibilities. The Board of Directors hereby appoints the Director to serve as a Board Member until the 2023 annual shareholders meeting or the Director's earlier resignation, removal or death. The Director shall perform such duties and responsibilities as are customarily related to such position in accordance with Company's bylaws and applicable law, including, but not limited to, those services described on Exhibit A attached hereto (the "Services"). Director hereby agrees to use his/her best efforts to prov...ide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. (b)Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the Company's shareholders. The ownership of less than a 5% interest in an entity, by itself, shall not constitute a violation of this duty. Director represents that Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Board of such obligation, prior to making such disclosure or taking such action. (c)No Conflict. Director will not engage in any activity that creates an actual or perceived conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create a potential conflict of interest with Company. Notwithstanding the provisions of Section 2(b) hereof, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with the Company, as reasonably determined by a majority of Company's disinterested board members, without the approval of the Board of Directors.View More
Variations of a "Position and Responsibilities" Clause from Business Contracts
Position and Responsibilities. The Board of Directors Company hereby appoints the retains Director to serve as a Chairman of the Board Member until the 2023 annual shareholders meeting or the Director's earlier resignation, removal or death. The of Directors. Director shall perform such duties and responsibilities as are customarily related assigned to such position in accordance with Company's bylaws (the "Services") and applicable law, including, but not limited to, those services described on Exhibit A attached hereto (the... "Services"). Director hereby agrees to use his/her his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental quasigovernmental authority, which are applicable to the Company and the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. (b)Other Services. (b) Other Activities. Director may be employed by another company, may serve on other Boards boards of Directors directors or Advisory Boards, advisory boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the Company's shareholders. The ownership of less than a 5% interest in an entity, by itself, shall not constitute a violation of this duty. (c) No Conflict. Except as set forth in Section 2(b), during the Term hereof, Director represents that Director has no outstanding agreement shall not carry on, engage in, or obligation that is in conflict with otherwise be interested in, directly or indirectly, any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid other business or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Board of such obligation, prior to making such disclosure or taking such action. (c)No Conflict. Director will not engage in any activity that creates an actual or perceived would result in a conflict of interest with Company, regardless of whether such activity is prohibited by the Company's conflict of interest guidelines business or that would materially adversely affect Director's ability to perform his duties as set forth in this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create a potential conflict of interest with Company. Notwithstanding the provisions of Section 2(b) hereof, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with the Company, as reasonably determined by a majority of Company's disinterested board members, without the approval of the Board of Directors. Agreement. View More
Position and Responsibilities. The Board of Directors (a) Position. Company hereby appoints the retains Director to serve as a Executive Chairman of the Board Member until the 2023 annual shareholders meeting or the Director's earlier resignation, removal or death. The of Directors. Director shall perform such duties and responsibilities as are customarily normally related to such position in accordance with Company's bylaws ("Services") and applicable law, including, but not limited to, those services described on Exhibit A ...attached hereto (the "Services"). Director hereby agrees to use his/her his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. (b)Other (b) Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the Company's shareholders. The ownership of less than a 5% interest (c) No Conflict. Except as set forth in an entity, by itself, shall not constitute a violation of this duty. Director represents that Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Board of such obligation, prior to making such disclosure or taking such action. (c)No Conflict. Section 2(b), Director will not engage in any activity that creates an actual or perceived conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create creates a potential conflict of interest with Company. Notwithstanding the provisions of Specifically and except as set forth in Section 2(b) hereof, and Exhibit B of this Agreement, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with the Company, as reasonably determined by a majority of Company's disinterested board members, without the approval of the Board of Directors. members. View More
Position and Responsibilities. The Board of Directors (a) Position. Company hereby appoints the retains Director to serve as a Chairman of the Board Member until the 2023 annual shareholders meeting or the Director's earlier resignation, removal or death. The of Directors. Director shall perform such duties and responsibilities as are customarily normally related to such position in accordance with Company's bylaws ("Services") and applicable law, including, but not limited to, those services described on Exhibit A attached h...ereto (the "Services"). Director hereby agrees to use his/her his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. (b)Other (b) Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the Company's shareholders. The ownership of less than a 5% interest (c) No Conflict. Except as set forth in an entity, by itself, shall not constitute a violation of this duty. Director represents that Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Board of such obligation, prior to making such disclosure or taking such action. (c)No Conflict. Section 2(b), Director will not engage in any activity that creates an actual or perceived conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create creates a potential conflict of interest with Company. Notwithstanding the provisions of Specifically and except as set forth in Section 2(b) hereof, and Exhibit B of this Agreement, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with the Company, as reasonably determined by a majority of Company's disinterested board members, without the approval of the Board of Directors. members. View More
Position and Responsibilities. The Board of Directors hereby appoints the Director to serve as a Member of the Company's Board Member until the 2023 annual shareholders meeting or the Director's earlier resignation, removal or death. of Directors (the "Board"). The Director shall perform such duties and responsibilities as are customarily related to such position in accordance with the Company's bylaws Code of Ethics, and applicable law, laws, including, but not limited to, those services described assisting the Company in th...e following: (a) assisting the Company with its cash flow planning and forecasts for budget and financial planning purposes; (b) assisting in the Company with preparing financial information ; (c) advise the Company on Exhibit A attached hereto (the group structuring and business and financial needs (collectively, the "Services"). Director hereby agrees to use his/her his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. (b)Other Additionally, the Director shall abide by the Company's Insider Trading Policies. (b) Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the Company's shareholders. The ownership of less than shareholders and do not represent a 5% interest in an entity, by itself, shall not constitute a violation of this duty. competitor to the Company. Director represents that Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Board of such obligation, prior to making such disclosure or taking such action. (c)No (c) No Conflict. Director will not engage in any activity that creates an actual or perceived conflict of interest with the Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create a potential conflict of interest with Company. Notwithstanding the provisions of Section 2(b) 2 hereof, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with the Company, as reasonably determined Company. It is acknowledged by all parties that Director is also a majority director of Company's disinterested board members, without the approval a Construction company in South Africa and Director shall be free to continue all of his present duties with said company. 1 3. Compensation/Expenses. In consideration of the Board services to be rendered under this Agreement, Company shall pay Director 100, 000 (One Hundred Thousand) restricted common shares of Directors. the Company, to be vested bi- monthly to Director over a 12-month period. The Company shall reimburse Director for all reasonable business expenses incurred in the performance of the Services in accordance with Company's expense reimbursement guidelines. The Director shall be responsible for advising the Company of the amount of anticipated expenses, which will require the Board's approval. View More
Position and Responsibilities. The Board of Directors (a) Position. Company hereby appoints the retains Director to serve as a member of the Board Member until as well as the 2023 annual shareholders meeting or Chairman of the Director's earlier resignation, removal or death. The Compensation Committee of the Board. Director shall perform such duties and responsibilities as are customarily normally related to such position in accordance with Company's bylaws and applicable law, including, but not limited to, those services de...scribed on Exhibit A attached hereto law (the "Services"). "Services"), and Director hereby agrees to use his/her his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. (b)Other (b) Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the Company's shareholders. The ownership of less than a 5% 10% interest in an entity, by itself, shall not constitute a violation of this duty. Except as disclosed in writing by Director to Company, Director represents that that, to the best of his knowledge, Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict conflict, without the approval of the Chief Executive Officer or a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Chief Executive Officer or the Board of such obligation, prior to making such disclosure or taking such action. (c)No 1 (c) No Conflict. Director will is not engage currently engaging in any activity that creates an actual or perceived conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create creates a potential conflict of interest with Company. Notwithstanding In the provisions of Section 2(b) hereof, event Director shall not engage engages in any activity that is in direct competition creates an actual conflict of interest with Company without the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with prior written consent of the Company, as reasonably determined by Board, a majority of Company's the disinterested board members, without the approval members of the Board may vote to terminate this Agreement, remove Director from the Board and immediately cease any compensation under Section 3(a) and 3(b) below to Director; provided, however, Director shall continue to be entitled to expense reimbursement for any expenses incurred prior to the termination of Directors. this Agreement and in accordance with Section 3(c) below. View More
Position and Responsibilities. The Board of Directors (a) Position. Company hereby appoints the retains Director to serve as a member of the Board Member until as well as the 2023 annual shareholders meeting or Chairman of the Director's earlier resignation, removal or death. The Nominating and Corporate Governance Committee of the Board. Director shall perform such duties and responsibilities as are customarily normally related to such position in accordance with Company's bylaws bylaws, as amended, and applicable law, inclu...ding, but not limited to, those services described on Exhibit A attached hereto law (the "Services"). "Services"), and Director hereby agrees to use his/her his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. (b)Other (b) Other Activities. Director may be employed by another company, may serve on other Boards boards of Directors directors or Advisory Boards, advisory boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the Company's shareholders. The ownership of less than a 5% 10% interest in an entity, by itself, shall not constitute a violation of this duty. Except as disclosed in writing by Director to Company, Director represents that that, to the best of his knowledge, Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict conflict, without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Chief Executive Officer or the Board of Directors of such obligation, prior to making such disclosure or taking such action. (c)No 1 (c) No Conflict. Director will is not engage currently engaging in any activity that creates an actual or perceived conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create creates a potential conflict of interest with Company. Notwithstanding In the provisions of Section 2(b) hereof, event Director shall not engage engages in any activity that is in direct competition creates an actual conflict of interest with Company without the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with prior written consent of the Company, as reasonably determined by Board, a majority of Company's the disinterested board members, without the approval members of the Board may vote to terminate this Agreement, remove Director from the Board and immediately cease any compensation under Section 3(a) and 3(b) below to Director; provided, however, Director shall continue to be entitled to expense reimbursement for any expenses incurred prior to the termination of Directors. this Agreement and in accordance with Section 3(c) below. View More
Position and Responsibilities. The Board of Directors hereby appoints the Director to serve as a Board Member until the 2023 annual shareholders meeting or the Director's earlier resignation, removal or death. Member. The Director shall perform such duties and responsibilities as are customarily related to such position in accordance with Company's bylaws bylaws, Code of Ethics, and applicable law, including, but not limited to, those services described assisting the Company in the following: (a) obtaining DTC eligibility for... the Company's common stock; (b) assisting in the Company's Regulation A filing; (c) advise the Company on Exhibit A attached hereto its public company and business needs (the "Services"). Director hereby agrees to use his/her his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. (b)Other The Parties acknowledge that the Director's position shall not constitute legal advice or acting in the role of legal counsel during the term. (b) Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the Company's shareholders. The ownership of less than a 5% interest in an entity, by itself, shall not constitute a violation of this duty. Director represents that Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Board of such obligation, prior to making such disclosure or taking such action. (c)No (c) No Conflict. Director will not engage in any activity that creates an actual or perceived conflict of interest with the Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create a potential conflict of interest with Company. Notwithstanding the provisions of Section 2(b) 2 hereof, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with the Company, as reasonably determined Company. It is acknowledged by all parties that Director is Chairman and CEO of Legion Capital Corporation, which is a majority specialized lender and Director shall be free to continue all of Company's disinterested board members, without the approval this present duties with said company. 1 3. Compensation/Expenses. In consideration of the Board services to be rendered under this Agreement, Company shall pay Director a monthly fee of Directors. $5,000 per month, payable in advance upon the first of each month. The Company shall reimburse Director for all reasonable business expenses incurred in the performance of the Services in accordance with Company's expense reimbursement guidelines. The Director shall be responsible for advising the Company of the amount of anticipated expenses, which will require the Board's approval. View More
Position and Responsibilities. The Board of Directors (a) Position. Company hereby appoints the retains Director to serve as a member of the Board Member until as well as the 2023 annual shareholders meeting or Chairman of the Director's earlier resignation, removal or death. The Audit Committee of the Board. Director shall perform such duties and responsibilities as are customarily normally related to such position in accordance with Company's bylaws and applicable law, including, but not limited to, those services described... on Exhibit A attached hereto law (the "Services"). "Services"), and Director hereby agrees to use his/her his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. (b)Other (b) Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the Company's shareholders. The ownership of less than a 5% 10% interest in an entity, by itself, shall not constitute a violation of this duty. Except as disclosed in writing by Director to Company, Director represents that that, to the best of his knowledge, Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict conflict, without the approval of the Chief Executive Officer or a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Chief Executive Officer or the Board of such obligation, prior to making such disclosure or taking such action. (c)No 1 (c) No Conflict. Director will is not engage currently engaging in any activity that creates an actual or perceived conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create creates a potential conflict of interest with Company. Notwithstanding In the provisions of Section 2(b) hereof, event Director shall not engage engages in any activity that is in direct competition creates an actual conflict of interest with Company without the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with prior written consent of the Company, as reasonably determined by Board, a majority of Company's the disinterested board members, without the approval members of the Board may vote to terminate this Agreement, remove Director from the Board and immediately cease any compensation under Section 3(a) below to Director; provided, however, Director shall continue to be entitled to expense reimbursement for any expenses incurred prior to the termination of Directors. this Agreement and in accordance with Section 3(b) below. View More
Position and Responsibilities. The Board of Directors (a) Position. Company hereby appoints the retains Director to serve as a member of the Board Member until as well as the 2023 annual shareholders meeting or Chairman of the Director's earlier resignation, removal or death. The Audit Committee of the Board. Director shall perform such duties and responsibilities as are customarily normally related to such position in accordance with Company's bylaws bylaws, as amended, and applicable law, including, but not limited to, thos...e services described on Exhibit A attached hereto law (the "Services"). "Services"), and Director hereby agrees to use his/her his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. (b)Other (b) Other Activities. Director may be employed by another company, may serve on other Boards boards of Directors directors or Advisory Boards, advisory boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the Company's shareholders. The ownership of less than a 5% 10% interest in an entity, by itself, shall not constitute a violation of this duty. Except as disclosed in writing by Director to Company, Director represents that that, to the best of his knowledge, Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict conflict, without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Chief Executive Officer or the Board of Directors of such obligation, prior to making such disclosure or taking such action. (c)No 1 (c) No Conflict. Director will is not engage currently engaging in any activity that creates an actual or perceived conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create creates a potential conflict of interest with Company. Notwithstanding In the provisions of Section 2(b) hereof, event Director shall not engage engages in any activity that is in direct competition creates an actual conflict of interest with Company without the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with prior written consent of the Company, as reasonably determined by Board, a majority of Company's the disinterested board members, without the approval members of the Board may vote to terminate this Agreement, remove Director from the Board and immediately cease any compensation under Section 3(a) and 3(b) below to Director; provided, however, Director shall continue to be entitled to expense reimbursement for any expenses incurred prior to the termination of Directors. this Agreement and in accordance with Section 3(c) below. View More
Position and Responsibilities. The Board of Directors (a) Position. Company hereby appoints the retains Director to serve as a member of the Board Member until as well as any committees of the 2023 annual shareholders meeting or Board, as elected by the Director's earlier resignation, removal or death. The Board from time to time. Director shall perform such duties and responsibilities as are customarily normally related to such position in accordance with Company's bylaws bylaws, as amended, and applicable law, including, bu...t not limited to, those services described on Exhibit A attached hereto law (the "Services"). "Services"), and Director hereby agrees to use his/her his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. (b)Other (b) Other Activities. Director may be employed by another company, may serve on other Boards boards of Directors directors or Advisory Boards, advisory boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the Company's shareholders. The ownership of less than a 5% 10% interest in an entity, by itself, shall not constitute a violation of this duty. Except as disclosed in writing by Director to Company, Director represents that that, to the best of his knowledge, Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict conflict, without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Chief Executive Officer or the Board of Directors of such obligation, prior to making such disclosure or taking such action. (c)No (c) No Conflict. Director will is not engage currently engaging in any activity that creates an actual or perceived conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create creates a potential conflict of interest with Company. Notwithstanding In the provisions of Section 2(b) hereof, event Director shall not engage engages in any activity that is in direct competition creates an actual conflict of interest with Company without the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with prior written consent of the Company, as reasonably determined by Board, a majority of Company's the disinterested board members, without the approval members of the Board may vote to terminate this Agreement, remove Director from the Board and immediately cease any compensation under Section 3(a) and 3(b) below to Director; provided, however, Director shall continue to be entitled to expense reimbursement for any expenses incurred prior to the termination of Directors. this Agreement and in accordance with Section 3(c) below. View More
