Appointment as non-executive chairman of the Board. Subject to the terms of Section 1.5 below, as soon as practical following the execution of this Agreement Diepholz shall be appointed Chairman of the Board of Directors. It is expressly recognized herein that Xxxxxxxx will be acting in the capacity of a non-executive chairman of the board of directors, and expressly not acting as an executive chairman of the Board. The Initial Term for such appointment as EXHIBIT 10.3 Chairman of the Board shall be for the later of: a) a minimum period of one (1) year from the Date of this Agreement or b) until the 2025 annual meeting of shareholders. If the majority of the Board of Directors vote in favor of extending Diepholz’s term the Initial Term, as Chairman of the Board, the Initial Term may be extended. To the extent any amendments or modifications to the Company’s bylaws are required to effect the appointment as Chairman of the Board, such amendments or modifications shall be executed and effected by the Company promptly and not unreasonably delayed. Nothing herein shall limit the Shareholders’ rights to vote for Diepholz as a member of the Board of Directors or to extend his term as Chairman of the Board.
Appointment as non-executive chairman of the Board. The Board of Directors of the Company, by Resolution adopted as of April 24, 2006, will appoint Gxxxx as a non-executive Chairman of the Board of the Company for a one-year period commencing at the conclusion of the annual meeting of the shareholders of the Company scheduled on June 22, 2006, upon the terms and conditions set forth in this Agreement. Gxxxx shall have no obligation to continue to serve as the non-executive Chairman of the Board of the Company upon the expiration of the foregoing one-year period.
