DUTIES AND EFFORT. The Company requires that the Executive Chairman be available to perform the duties of Executive Chairman customarily related to this function, including (a) acting as chairman of Board of Director’s and stockholder meetings, (b) acting as a liaison between the Company’s senior management and the Board of Directors and its committees, (c) advising the Company’s senior management on matters of Company operations and (d) otherwise performing the duties of Chairman of the Board, as well as such other customary duties the as may be determined and assigned by the Board of Directors and as may be required by the Company’s governing instruments, including its certificate of incorporation, bylaws and its corporate governance charters, each as amended or modified from time to time, and by applicable law, rule or regulation, including, without limitation, the Delaware General Corporation Law (the “DGCL”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and any exchange or quotation system on which the Company’s securities may be traded from time to time. The Executive Chairman agrees to devote such time as is reasonably and customarily necessary to perform completely his duties to the Company; provided that the Executive Chairman shall spend no less than twenty-five percent (25%) of his business time and attention on the affairs of the Company. The Executive Chairman will perform such duties described herein in accordance with the general fiduciary duty of executive officers and directors arising under the DGCL.
DUTIES AND EFFORT. The Executive Chair shall be an employee of the Company, reporting directly to the Board, and shall be subject to the Company’s policies on the same basis as other senior executives of the Company. The Company requires that the Executive Chair be available to perform the duties of Executive Chair customarily related to this function, including, without limitation (a) acting as Chair of the Board of Directors and stockholder meetings, (b) acting as a liaison between the Company’s senior management and the Board of Directors and its committees, (c) advising the Company’s senior management on matters of Company operations, and (d) otherwise performing the duties of Chair of the Board, as well as such other customary duties as may be determined and assigned by the Board of Directors and as may be required by the Company’s governing instruments, including its certificate of incorporation, bylaws and its corporate governance charters, each as amended or modified from time to time, and by applicable law, rule or regulation, including, without limitation, the Delaware General Corporation Law (the “DGCL”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The Executive Chair agrees to devote such time as is reasonably and customarily necessary to perform completely his duties to the Company. The Executive Chair will perform such duties described herein in accordance with the general fiduciary duty of executive officers and directors arising under the DGCL.
DUTIES AND EFFORT a. Upon the approval of this Agreement by the Board and the appointment of the Chairman to the Board, the Chairman agrees to be available to perform the duties of Chairman of the Board. The Chairman agrees that prior to the Company employing a Chief Executive Officer other than Sxxxxx Xxxxxx, the Chairman’s duties shall include (i) acting as chairman of the Board, and, in such capacity, conducting Board and stockholder meetings, (ii) acting as a liaison between the Company’s senior management and the Board and its committees, (iii) advising the Company’s senior management on matters of Company operations and (iv) otherwise performing the duties of Chairman of the Board, as well as such other customary duties the as may be determined and assigned by the Board and as may be required by the Company’s governing instruments, including its certificate of incorporation, bylaws and its corporate governance charters, each as amended or modified from time to time, and by applicable law, rule or regulation, including, without limitation, the Delaware General Corporation Law (the “DGCL”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and any exchange or quotation system on which the Company’s securities may be traded from time to time. The Chairman agrees to devote approximately forty percent (40%) of his time to perform his duties to the Company. The Chairman will perform such duties described herein in a professional manner and in the best interests of the Company, and at all times in accordance with the general fiduciary duty of directors arising under the DGCL. The Chairman and the Company agree that because the Chairman’s compensation is not governed by, and exceeds the normal compensation of a chairman set forth in, the Company’s Director Compensation Policy, the Chairman will not be an independent director and, as such, will not be eligible to serve on the audit committee, the compensation committee or the nominating and corporate governance committee.
DUTIES AND EFFORT. (a) Through RSM Consulting, the Director will provide consulting services to the Company including, without limitation, advisory services related to the manufacture and commercialization of the Company’s products. The Director will also provide any other customary services as requested by the Company from time to time. The Director agrees to devote such time as is reasonably and customarily necessary to perform completely his duties to the Company hereunder; provided that the Director shall spend such amount of his business time and attention on consulting services for the Company as required by the Board of Directors and/or the Company’s Chief Executive Officer.
DUTIES AND EFFORT. The Executive Chairman shall, in such capacity, be an employee and executive officer of the Company and be available to perform the duties of Executive Chairman customarily related to this function, including (a) acting as chairman of Board of Directors’ and stockholders’ meetings, (b) acting as the principal executive officer of the Company, subject to the oversight and direction of the Board of Directors, and (c) otherwise undertaking such other customary duties the as may be determined and assigned by the Board of Directors and as may be required by the Company’s governing instruments, including its certificate of incorporation, bylaws and its corporate governance charters, each as amended or modified or restated from time to time, and by applicable law, rule or regulation, including, without limitation, the New Jersey Business Corporation Act (the “NJBCA”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and any exchange or quotation system on which the Company’s securities may be traded from time to time. The Executive Chairman agrees to devote such time as is reasonably and customarily necessary to perform completely his duties to the Company. The Executive Chairman will perform such duties described herein in a professional manner and in the best interests of the Company, and at all times accordance with the general fiduciary duty of executive officers and directors arising under the NJBCA and all applicable laws, rules and regulations.
DUTIES AND EFFORT. The Director shall, in such capacity, be an employee of the Company and be available to perform the duties of a director customarily related to this function, including (a) acting as a director at Board of Directors’ and stockholders’ meetings and (b) otherwise undertaking such other customary duties as may be determined and assigned by the Board of Directors and as may be required by the Company’s governing instruments, including its certificate of incorporation, bylaws and its corporate governance charters, each as amended or modified or restated from time to time, and by applicable law, rule or regulation, including, without limitation, the New Jersey Business Corporation Act (the “NJBCA”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and any exchange or quotation system on which the Company’s securities may be traded from time to time. The Director agrees to devote such time as is reasonably and customarily necessary to perform completely his duties to the Company. The Director will perform such duties described herein in a professional manner and in the best interests of the Company, and at all times in accordance with the general fiduciary duty of executive officers and directors arising under the NJBCA and all applicable laws, rules and regulations.
DUTIES AND EFFORT. The Company requires that the Executive Chairman be available to perform the duties of Executive Chairman customarily related to this function, including (a) acting as chairman of Board of Directors’ meetings, (b) providing overall leadership to enhance the effectiveness and performance of the Board of Directors, (c) acting as the primary spokesperson for the entire Board of Directors, (d) conferring with the Chief Executive Officer of the Company on succession planning and key hiring and firing decisions, (d) conferring with the Chief Executive Officer of the Company on reviewing and developing strategic initiatives, including coordinating on strategic initiatives and writing plans to bring to the entire Board of Directors, (e) conferring with the Chief Executive Officer of the Company and senior executives of the Company on identifying and evaluating potential merger and acquisition transactions, and (f) otherwise performing the duties of Chairman of the Board of Directors, as well as such other customary duties the as may be determined and assigned by the Board of Directors and as may be required by the Company’s governing instruments, including its certificate of incorporation, bylaws and its corporate governance charters, each as amended or modified from time to time, and by applicable law, rule or regulation. The Executive Chairman agrees to devote such time as is reasonably and customarily necessary to perform completely his duties to the Company as Executive Chairman.
DUTIES AND EFFORT. (a)As of the Effective Date, Xxxxx shall assume the role of Executive Chairman and as such shall be responsible for taking a principal role in the following Company activities: business development; oversight of corporate finance; communicating with the capital markets; managing investor relations; coordinating shareholder matters; and such other activities as may be determined mutually by the parties from time to time. While serving as Executive Chairman, Xxxxx shall remain a member of the Board, shall serve as its Chairman, and shall remain a member of the Safety and Sustainability Committee. Xxxxx is currently serving as a member of and the Chairman of the Nominating and Corporate Governance Committee of the Board but shall step-down from that position on the Effective Date.
