Common use of Capacity and Performance Clause in Contracts

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as Chief Executive Officer, reporting directly to the Board of Directors of the Company (the “Board”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by a Chief Executive Officer of a company of comparable size and as may be reasonably designated from time to time by the Board. (c) During the term hereof, for so long as the Executive is employed as the Company’s Chief Executive Officer, the Company will nominate the Executive for re-election to the Board and the Executive shall serve in such other officer and/or director positions with any affiliate of the Company (for no additional compensation) as may be determined by the Board (excluding the Executive) from time to time. For purposes of this Agreement, an “affiliate” of the Company shall mean any person or entity that that directly or indirectly controls, or is under common control with, or is controlled by, the Company, and as used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting equity interests, by contract or otherwise). (d) During the term hereof, the Executive shall not, directly or indirectly, render any services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the Board (excluding the Executive), which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Effective Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board (excluding the Executive) and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive in any way with the Company or any of its affiliates.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as Chief Executive Strategy Officer, reporting directly to the Board of Directors of the Company (the “Board”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by a Chief Executive Strategy Officer of a company of comparable size and as may be reasonably designated from time to time by the Board. (c) During the term hereof, for so long as the Executive is employed as the Company’s Chief Executive Strategy Officer, the Company will nominate the Executive for re-election to the Board and the Executive shall serve in such other officer and/or director positions with any affiliate of the Company (for no additional compensation) as may be determined by the Board (excluding the Executive) from time to time. For purposes of this Agreement, an “affiliate” of the Company shall mean any person or entity that that directly or indirectly controls, or is under common control with, or is controlled by, the Company, and as used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting equity interests, by contract or otherwise). (d) During the term hereof, the Executive shall not, directly or indirectly, render any services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the Board (excluding the Executive), which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Effective Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board (excluding the Executive) and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive in any way with the Company or any of its affiliates.

Capacity and Performance. (a) a. During the term hereof, the Executive shall serve the Company as Chief Executive Officer, reporting directly to the Executive Chair and/or Chairman of the Board of Directors of the Company (the “Board”). (b) b. During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by a Chief Executive Officer of a company of comparable size and as may be reasonably designated from time to time by the Board. (c) During c. At or as soon as reasonably possible after the term hereofCommencement Date, for the Company will appoint the Executive to the Board. For so long as the Executive is employed as the Company’s Chief Executive Officer, the Company will nominate the Executive for re-election to the Board and the Executive shall serve in such other officer and/or director positions with any affiliate of the Company (for no additional compensation) as may be determined by the Board (excluding the Executive) from time to time. For purposes of this Agreement, an “affiliate” of the Company shall mean any person or entity that that directly or indirectly controls, or is under common control with, or is controlled by, the Company, and as used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting equity interests, by contract or otherwise)Board. (d) d. During the term hereof, the Executive shall not, directly or indirectly, render any material services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the Board (excluding the Executive)Board, which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Effective Commencement Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board (excluding the Executive) and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive in any way with the Company or any of its affiliates.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its President and Chief Executive Officer. In addition, reporting directly to and without further compensation, the Board Executive shall serve as a director and/or officer of Directors one or more of the Company Company’s subsidiaries (including the “Board”)Principal Subsidiary) if so elected or appointed from time to time. (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by a Chief Executive Officer of a company of comparable size and its subsidiaries as may be reasonably designated from time to time by the Board of Directors of the Company (the “Board”) or by its designees. During the term hereof and thereafter, the Company will indemnify the Executive to the maximum extent permitted by the Delaware General Corporation Law in respect of any action, suit, proceeding or claim (other than any such action, suit, proceeding, claim or counterclaim initiated by or on behalf of the Executive) to which the Executive is or is threatened to be made a party by reason of the fact that the Executive is or was a director or officer of the Company or any of its subsidiaries. The Company currently has in effect a directors’ and officers’ insurance policy covering each of the Company’s directors and executive officers and will maintain, during the term of this Agreement, a directors’ and officers’ insurance policy having coverage and other terms as determined by the Board. During the term of this Agreement, the Executive will be covered under the Company’s directors’ and officers’ insurance policy as then in effect, in accordance with the terms of such policy, to the same extent as other directors and officers of the Company. (c) During the term hereof, for so long as the Executive is employed as the Company’s Chief Executive Officer, the Company will nominate the Executive for re-election to the Board and the Executive shall serve in such other officer and/or director positions with any affiliate devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company (for no additional compensation) as may be determined by and its subsidiaries and to the Board (excluding discharge of his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the Executive) from time to time. For purposes term of this Agreement, an “affiliate” of the Company shall mean any person or entity that that directly or indirectly controls, or is under common control with, or is controlled by, the Company, and except as used may be expressly approved in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting equity interests, advance by contract or otherwise). (d) During the term hereof, the Executive shall not, directly or indirectly, render any services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the Board (excluding the Executive)in writing; provided, which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, that the Executive may (i) engage in manage his personal investments and his farming and oil and gas investments and may devote reasonable time to activities involving charitable, educational and religious organizations, but only to the activities set forth on Exhibit A hereto so long as extent that such activities do not (A) individually or management and activities, in the aggregate, do not require substantial amounts of Executive’s time during the working day and do not interfere with or prohibit the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Effective Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board (excluding the Executive) and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive conflict in any way with the business of the Company. (d) The Company agrees to propose to the shareholders of the Company at each appropriate Annual Meeting of such shareholders during the term hereof the election or any reelection of its affiliatesthe Executive as a member of the Board, provided that the Executive is otherwise eligible for such election.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as Chief Executive OfficerPresident, reporting directly to the Board of Directors of the Company (the “Board”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such duties and responsibilities on behalf of the Company as are customarily performed by a Chief Executive Officer President of a company of comparable size and as may be reasonably designated from time to time by the Board. (c) During the term hereof, for so long as the Executive is employed as the Company’s Chief Executive OfficerPresident, the Company will nominate the Executive for re-election to the Board and the Executive shall serve in such other officer and/or director positions with any affiliate of the Company (for no additional compensation) as may be determined by the Board (excluding the Executive) from time to time. For purposes of this Agreement, an “affiliate” of the Company shall mean any person or entity that that directly or indirectly controls, or is under common control with, or is controlled by, the Company, and as used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting equity interests, by contract or otherwise). (d) During the term hereof, the Executive shall not, directly or indirectly, render any services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the Board (excluding the Executive), which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Effective Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board (excluding the Executive) and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive in any way with the Company or any of its affiliates.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as Chief Executive Officer, reporting directly to the Board of Directors of the Company (the “Board”). (b) During the term hereofTerm, the Executive shall be employed by the Company on a full-time and diligent basis and as its Chief Executive Officer. The Executive shall perform such duties and responsibilities undertaken by persons situated in a similar capacity at a similar company. The Executive shall also perform such other duties, as requested by the Board of Directors of the Company (the “Board”), consistent with the Executive’s position on behalf of the Company. (b) The Executive shall devote her full business time, attention, skill, and best efforts to the performance of her duties under this Agreement and shall not engage in any other business or occupation during the Term, including, without limitation, any activity that: (i) conflicts with the interests of the Company or any other member of the Company Group, (ii) interferes with the proper and efficient performance of the Executive’s duties for the Company, or (iii) interferes with the Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude the Executive from: (i) serving, with the prior written consent of the Board, as are customarily performed by a Chief Executive Officer member of the Board of Directors or Advisory Board (or the equivalent in the case of a company non-corporate entity) of comparable size any for-profit business and as may one or more charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing the Executive’s personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be reasonably designated from time to time limited by the BoardExecutive so as not to materially interfere, individually or in the aggregate, with the performance of her duties and responsibilities hereunder. (c) During Subject to the term provisions of Section 3(b) hereof, for so long as the Executive is employed as Executive’s employment with the Company shall be exclusive with respect to the business of the Company’s Chief Executive Officer. Accordingly, during the Company will nominate the Executive for re-election to the Board and Term, the Executive shall serve in such other officer and/or director positions with any affiliate devote the Executive’s full business time and the Executive’s best efforts, business judgment, skill, and knowledge to the advancement of the business and interests of the Company (for no additional compensation) as may be determined by and the Board (excluding discharge of the Executive’s duties and responsibilities hereunder, except for (i) from permitted vacation and other paid time to time. For purposes off periods, (ii) reasonable periods of this Agreement, an “affiliate” of the Company shall mean any person illness or entity that that directly or indirectly controls, or is under common control with, or is controlled by, the Companyincapacity, and as used (iii) the activities set forth in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”Section 3(b) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting equity interests, by contract or otherwise)hereof. (d) During the term hereofTerm, the Executive shall not, will report directly or indirectly, render any services of a business, commercial or professional nature to the Board. (e) The Executive acknowledges and agrees that the Executive is not entitled to any person or entity other than the Company (or any affiliate thereof), whether for additional compensation or otherwise, without the prior written consent serving as a director of the Board (excluding Company. If during the Executive), which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoingTerm, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregateceases to be a director of Company for any reason, interfere with the performance of the Executive’s employment with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to the Executive’s position as a director of the Company) will continue in full force and effect. The Executive agrees to abide by all statutory, fiduciary, or common law duties arising under applicable law that apply to the Executive as a director of the Company. (f) The Executive shall be employed to perform her duties under this Agreement and (B) materially change in nature or scope at the primary office location of the Executive’s engagement after Company, or at such other location or locations as may be mutually agreeable to the Effective DateExecutive and the Company (including reasonable provisions during the COVID‑19 national public health emergency). Notwithstanding this, in which case it is expected that the Executive shall not be permitted required to continue such engagement without the prior written consent travel a reasonable amount of the Board (excluding the Executive) and (ii) engage time, in educational, charitable and civic activities and manage the Executive’s personal investments and affairsdiscretion, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s her duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive in any way with the Company or any of its affiliatesAgreement.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its Chief Executive Operating Officer, reporting directly to the Board of Directors of the Company (the “Board”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform such the duties and responsibilities of the Executive’s position and such other duties and responsibilities consistent with the Executive’s title and position on behalf of the Company and its Affiliates as are customarily performed by a Chief Executive Officer of a company of comparable size and as reasonably may be reasonably designated from time to time by the board of managers of the Company (the “Board”) or its designees. (c) During the term hereof, for so long as the Executive is employed as the Company’s Chief Executive Officer, the Company will nominate the Executive for re-election to the Board and the Executive shall serve in such other officer and/or director positions with any affiliate devote the Executive’s full business time, attention and efforts to the advancement of the business and interests of the Company (for no additional compensation) as may be determined by and its Affiliates and Affiliated Physician Practices and to the Board (excluding discharge of the Executive) from time to time’s duties and responsibilities hereunder. For purposes The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, an “affiliate” of the Company shall mean any person Agreement that would conflict or entity that that directly or indirectly controls, or is under common control with, or is controlled by, the Company, and as used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting equity interests, by contract or otherwise). (d) During the term hereof, the Executive shall not, directly or indirectly, render any services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the Board (excluding the Executive), which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and responsibilities hereunder, except as may be expressly approved in advance by the Board in writing; provided, however, that the Executive may, without the Board’s advance consent, (i) act or serve as a director, trustee, committee member, or principal of, or otherwise participate in the activities of, any type of civic or charitable organization, and (Bii) materially change in nature purchase or scope own less than two percent (2%) of the Executive’s engagement after the Effective Datepublicly traded securities of any corporation; provided, in which case that, such ownership represents a passive investment and that the Executive shall is not be permitted to continue a controlling person of, or a member of a group that controls, such engagement without corporation; provided, further, that the prior written consent of the Board activities described in clauses (excluding the Executivei) and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) above do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) Agreement, are not contrary to in conflict with the business interests of the Company or any of its affiliates Affiliates or competitive Affiliated Physician Practices and do not violate any provision of Section 7, 8 or 9 hereof. (d) During the term hereof, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in any way effect from time to time. (e) The Executive may work remotely from the Company’s principal office, as long as he complies with the Company’s personnel handbook provisions regarding working remotely. The Executive acknowledges that the Executive may be required to travel on Company or any of its affiliatesbusiness during the term hereof.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its Chief Executive Officer. In addition, reporting directly to and without further compensation, the Board of Directors Executive shall serve as a director and/or officer of the Company (domestic holding companies of the “Board”)Company, and may serve as a director and/or officer of one or more of the Company's other Affiliates, if so elected or appointed from time to time. (b) During the term hereof, the Executive shall be employed by the Company on a full-time and diligent basis and shall perform the duties and responsibilities of the Executive's position and such other duties and responsibilities on behalf of the Company as are customarily performed by a Chief Executive Officer of a company of comparable size and its Affiliates, reasonably consistent with the Executive's position, as may reasonably be reasonably designated from time to time by the Board of Directors of the Company (the "Board") or by its designees. In addition, the Executive shall be elected or appointed to the Board and serve during the term hereof as a member of the Board as well as a member of the board of directors of the Company's domestic holding companies. (c) During the term hereof, for so long as the Executive is employed as the Company’s Chief Executive Officer, the Company will nominate the Executive for re-election to the Board and the Executive shall serve in such other officer and/or director positions with any affiliate devote Executive's full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company (for no additional compensation) as may be determined by and its Affiliates and to the Board (excluding discharge of Executive's duties and responsibilities to them. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the Executive) from time to time. For purposes term of this Agreement, an “affiliate” except as may be expressly approved in advance by the Board or its designee in writing. The foregoing restriction, however, shall not be interpreted to prohibit the Executive from involvement in any charitable or community activities or organizations (including, without limitation, participation in industry trade groups) that do not give rise to a conflict of interest and that, both individually and in the aggregate, do not materially interfere with Executive's ability to perform Executive's duties and responsibilities under this Agreement. (d) The Executive acknowledges and agrees that the Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company shall mean any person or entity that that directly or indirectly controls, or is under common control with, or is controlled by, the Company, and as used in this definition, “control” (including, with its correlative meanings, “controlled by” Affiliates and “under common control with”) shall mean possessionto do no act which, directly or indirectly, of power to direct would injure the business interests or cause the direction of management or policies (whether through ownership of voting equity interests, by contract or otherwise). (d) During the term hereof, the Executive shall not, directly or indirectly, render any services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwise, without the prior written consent of the Board (excluding the Executive), which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Effective Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board (excluding the Executive) and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests reputation of the Company or any of its affiliates Affiliates. It is agreed that any direct or competitive indirect interest in, connection with, or benefit from any outside activities, including without limitation commercial activities, which interest might in any way adversely affect the Company or any of its Affiliates, involves a possible conflict of interest. In keeping with the Executive's fiduciary duties to the Company and its Affiliates, the Executive agrees not to knowingly become involved in a conflict of interest with the Company or any of its affiliatesAffiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive shall not engage in any activity that is reasonably likely to involve a possible conflict of interest without first obtaining written approval in accordance with the Company's conflict of interest policy and procedures, as in effect from time to time.

Capacity and Performance. (a) During the term hereof, the Executive shall serve as the Company Executive Vice President and Chief Financial Officer of the Company. In addition, and without further compensation, the Executive shall serve as Chief Executive Officer, reporting directly to the Board of Directors a director and/or officer of the Company (and/or one or more of the “Board”)Company's subsidiaries if so elected or appointed from time to time. The Company and the Executive acknowledge that the Executive currently is a director of the Company. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis, shall have all powers and diligent basis duties consistent with his position as the Executive Vice President and Chief Financial Officer of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of the Company or its or his designees consistent with the Executive's office as set forth above, and shall perform such other duties and responsibilities on behalf of the Company as are customarily performed by a Chief Executive Officer of a company of comparable size and its subsidiaries as may reasonably be reasonably designated from time to time by the BoardBoard and the Chief Executive Officer of the Company or its or his designees consistent with the Executive's office as set forth above. (c) During the term hereof, for so long as the Executive is employed as the Company’s Chief Executive Officer, the Company will nominate the Executive for re-election to the Board and the Executive shall serve in such other officer and/or director positions with any affiliate devote substantially all of his full business time and his best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and to the discharge of his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except (for no additional compensationi) as set forth on Schedule 1 hereto, or (ii) as may be determined expressly approved in advance by the Board (excluding in writing or to the Executive) from time to time. For purposes extent that any such activity or service does not materially and adversely affect the discharge of this Agreement, an “affiliate” of the Company shall mean any person or entity that that directly or indirectly controls, or is under common control with, or is controlled by, the Company, his duties and as used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting equity interests, by contract or otherwise)responsibilities hereunder. (d) During The Company shall not require the term Executive to relocate or reassign the Executive to any location beyond a fifty (50) mile radius of the location of the Company's headquarters as of the date hereof, nor shall the Executive shall not, directly or indirectly, render any services of a business, commercial or professional nature to any person or entity other than the Company (or any affiliate thereof), whether for compensation or otherwiseExecutive's duties hereunder be materially changed, without the Executive's prior written consent of the Board (excluding the Executive), which shall not be unreasonably withheld. For the avoidance of doubt, notwithstanding the foregoing, the Executive may (i) engage in the activities set forth on Exhibit A hereto so long as such activities do not (A) individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) materially change in nature or scope of the Executive’s engagement after the Effective Date, in which case the Executive shall not be permitted to continue such engagement without the prior written consent of the Board (excluding the Executive) and (ii) engage in educational, charitable and civic activities and manage the Executive’s personal investments and affairs, in each case, so long as such activities (A) do not, individually or in the aggregate, interfere with the performance of the Executive’s duties under this Agreement and (B) are not contrary to the interests of the Company or any of its affiliates or competitive in any way with the Company or any of its affiliatesconsent.