Common use of Authority and Responsibilities Clause in Contracts

Authority and Responsibilities. The Lead Independent Director shall have the following authority and responsibilities: a. In the event the Chairman has been determined by the Board not to be independent of the Company or disinterested as to a matter in question, presides at meetings or “executive sessions” of the independent directors; b. Presides at meetings of the Board in the absence or recusal of the Chairman or upon the request of the Chairman; c. In coordination with the Chairman and the CEO, serves as a liaison to stockholders who request direct communications and consultation with the Lead Independent Director or otherwise delegates such task to an appropriate member of the Board based on the circumstances; and d. Performs such other duties as the Board may from time to time delegate.