Common use of Board Duties Clause in Contracts

Board Duties. Manager agrees to provide services to the Companies as an independent member of each of the Boards and attend all regularly scheduled Board and Board committee meetings. It is expected that Manager will serve in the same capacity on each Board. For example, if a Manager is the chair of the Audit Committee of Cleco Power LLC, s/he will also be the chair of the Audit Committee of the other two companies as well. In addition, Manager shall, for so long as s/he remains a member of the Boards, meet with the Companies upon request, at dates and times mutually agreeable to Manager and the Companies, to discuss any matter involving the Companies, which involves or may involve issues of which Manager has knowledge and cooperate in the review, defense or prosecution of such matters. Manager acknowledges and agrees that the Companies may rely upon Manager’s business expertise and that such requests may require additional time and efforts in addition to Manager’s regularly scheduled meetings as a member of the Boards. Manager represents and warrants that the services to be performed under this Agreement shall be carried out in a competent and professional manner, and that s/he shall exercise due skill and care in the performance of her/his duties. The Boards are expected to meet approximately four to six times per year and the Manager should expect to participate in a reasonable number of telephonic meetings as required. Manager will notify the Companies promptly if s/he is subpoenaed or otherwise served with legal process in any matter involving the Companies. Manager will notify the Companies if any third party or attorney who is not representing the Companies contacts or attempts to contact Manager (other than Manager’s own legal counsel) to obtain information that in any way relates to the Companies, and Manager will not discuss any of these matters with any such third party or attorney without first so notifying the Companies and providing the Companies with an opportunity to have its attorney present during any meeting or conversation with any such other attorney.

Board Duties. Manager Director agrees to provide services to the Companies Company as an independent a member of each the Board of the Boards and attend all regularly scheduled Board and Board committee meetingsDirectors. It is expected that Manager will serve in the same capacity on each Board. For example, if a Manager is the chair of the Audit Committee of Cleco Power LLC, s/he will also be the chair of the Audit Committee of the other two companies as well. In addition, Manager Director shall, for so long as s/he she remains a member of the BoardsBoard of Directors (a) endeavor in good faith to attend such meetings of the Board of Directors as the Company shall schedule, provided that the Company shall endeavor in good faith to coordinate the date and time of each such meeting with the Director; (b) review such background materials as may be provided to the Director in preparation for any such meeting of the Board of Directors; (c) fulfill all fiduciary duties owed by the Director under applicable law; and (d) provide such other services as are customarily provided by directors of a corporation. In addition, pursuant to a separate advisory agreement between the Company and Director, Director shall not less than one year from the date hereof, meet with the Companies Company upon written request, at dates and times mutually agreeable to Manager Director and the CompaniesCompany, to discuss any matter involving the CompaniesCompany or its Subsidiaries, which involves or may involve issues of which Manager Director has knowledge and cooperate in the review, defense or prosecution of such matters. Manager Director acknowledges and agrees that the Companies Company may rely upon ManagerDirector’s expertise in product development, marketing or other business disciplines where Director has a deep understanding with respect to the Company’s business expertise operations and that such requests may require substantial additional time and efforts as an advisor in addition to ManagerDirector’s regularly scheduled meetings customary service as a member of the BoardsBoard of Directors. Manager represents and warrants that the services to be performed under this Agreement shall be carried out in a competent and professional manner, and that s/he shall exercise due skill and care in the performance of her/his duties. The Boards are expected to meet approximately four to six times per year and the Manager should expect to participate in a reasonable number of telephonic meetings as required. Manager Director will notify the Companies Company promptly if s/he she is subpoenaed or otherwise served with legal process in any matter involving the CompaniesCompany or its subsidiaries. Manager Director will notify the Companies Company if any third party or attorney who is not representing the Companies Company contacts or attempts to contact Manager Director (other than ManagerDirector’s own legal counsel) to obtain information that in any way relates to the CompaniesCompany or its Subsidiaries, and Manager Director will not discuss any of these matters with any such third party or attorney without first so notifying the Companies Company and providing the Companies Company with an opportunity to have its attorney present during any meeting or conversation with any such other attorney.

Board Duties. Manager Director agrees to provide services to the Companies Company as an independent a member of each the Board of Directors as a Non-Executive Chair beginning on April 1, 2022 (the “Start Date”), provided, however, that the Director’s continued service on the Board of Directors of the Boards and attend all regularly scheduled Company (the “Board”) after the initial two-year term on the Board and Board committee meetingsshall be subject to any necessary approval by the Company’s stockholders. It is expected that Manager will serve in the same capacity on each Board. For example, if a Manager is the chair of the Audit Committee of Cleco Power LLC, s/he will also be the chair of the Audit Committee of the other two companies as well. In addition, Manager Director shall, for so long as s/he she remains a member of the BoardsBoard of Directors, but in any case, not less than one year from the date hereof, meet with the Companies Company upon written request, at dates and times mutually agreeable to Manager Director and the CompaniesCompany, to discuss any matter involving the CompaniesCompany or its Subsidiaries, potential mergers and acquisitions, meeting with key executives and other engage in any activities which involves or may involve issues of which Manager Director has knowledge and cooperate in the review, defense or prosecution of such matters. Manager Director shall participate as a full voting member of the Company’s Board and participate in setting overall Company objectives, approving plans and programs of operation, formulating general policies, offering advice and counsel, serving on Board committees, and reviewing management performance, and in particular providing strategic advisory guidance to the Company, including without limitation, with respect to the go-to market, product and platform evaluation and culture. Director acknowledges and agrees that the Companies Company may rely upon ManagerDirector’s expertise in product development, marketing, or other business disciplines where Director has a deep understanding with respect to the Company’s business expertise operations and that such requests may require substantial additional time and efforts in addition to ManagerDirector’s regularly scheduled meetings customary service as a member of the BoardsBoard of Directors. Manager represents and warrants that the services to be performed under this Agreement shall be carried out in a competent and professional manner, and that s/he shall exercise due skill and care in the performance of her/his duties. The Boards are expected to meet approximately four to six times per year and the Manager should expect to participate in a reasonable number of telephonic meetings as required. Manager Director will notify the Companies Company promptly if s/he she is subpoenaed or otherwise served with legal process in any matter involving the CompaniesCompany or its subsidiaries. Manager Director will notify the Companies Company if any third party or attorney who is not representing the Companies Company contacts or attempts to contact Manager Director (other than ManagerDirector’s own legal counsel) to obtain information that in any way relates to the CompaniesCompany or its Subsidiaries, and Manager Director will not discuss any of these matters with any such third party or attorney without first so notifying the Companies Company and providing the Companies Company with an opportunity to have its attorney present during any meeting or conversation with any such attorney. 00xx Xxxxx, Xxx Xxxxx Xxxxxx, Xxxxxxxx, XX 00000 xxx.xxxxxxxxxxxxxx.xxx Director hereby agrees to use her best efforts to provide the Services. Director shall not allow any other attorneyperson or entity to perform any of the Services for or in lieu 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.

Board Duties. Manager Director agrees to provide services to the Companies Company as an independent a member of each the Board of Directors beginning on January 1, 2022 (the “Start Date”), provided, however, that the Director’s continued service on the Board of Directors of the Boards and attend all regularly scheduled Company (the “Board”) after the initial one-year term on the Board and Board committee meetingsshall be subject to any necessary approval by the Company’s stockholders. It is expected that Manager will serve in the same capacity on each Board. For example, if a Manager is the chair of the Audit Committee of Cleco Power LLC, s/he will also be the chair of the Audit Committee of the other two companies as well. In addition, Manager Director shall, for so long as s/he remains a member of the BoardsBoard of Directors, but in any case, not less than one year from the date hereof, meet with the Companies Company upon written request, at dates and times mutually agreeable to Manager Director and the CompaniesCompany, to discuss any matter involving the CompaniesCompany or its Subsidiaries, which involves or may involve issues of which Manager Director has knowledge and cooperate in the review, defense or prosecution of such matters. Manager Director shall participate as a full voting member of the Company’s Board and participate in setting overall Company objectives, approving plans and programs of operation, formulating general policies, offering advice and counsel, serving on Board committees, and reviewing management performance, and in particular providing strategic advisory guidance to the Company, including without limitation, with respect to the go-to market, product and platform evaluation and culture. Director acknowledges and agrees that the Companies Company may rely upon ManagerDirector’s expertise in product development, marketing, or other business disciplines where Director has a deep understanding with respect to the Company’s business expertise operations and that such requests may require substantial additional time and efforts in addition to ManagerDirector’s regularly scheduled meetings customary service as a member of the BoardsBoard of Directors. Manager represents and warrants that the services to be performed under this Agreement shall be carried out in a competent and professional manner, and that s/he shall exercise due skill and care in the performance of her/his duties. The Boards are expected to meet approximately four to six times per year and the Manager should expect to participate in a reasonable number of telephonic meetings as required. Manager Director will notify the Companies Company promptly if s/he is subpoenaed or otherwise served with legal process in any matter involving the CompaniesCompany or its subsidiaries. Manager Director will notify the Companies Company if any third party or attorney who is not representing the Companies Company contacts or attempts to contact Manager Director (other than ManagerDirector’s own legal counsel) to obtain information that in any way relates to the CompaniesCompany or its Subsidiaries, and Manager Director will not discuss any of these matters with any such third party or attorney without first so notifying the Companies Company and providing the Companies Company with an opportunity to have its attorney present during any meeting or conversation with any such attorney. Director hereby agrees to use his best efforts to provide the Services. Director shall not allow any other attorneyperson or entity to perform any of the Services for or in lieu 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.