Common use of Position and Services Clause in Contracts

Position and Services. (i) The Executive will hold the position of Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary. The Executive will report directly to the Company’s President and Chief Executive Officer and shall have such duties, responsibilities and authority with respect to such positions as are set forth in the Bylaws of the Company, which duties and responsibilities shall in all events include, but not be limited to, management responsibility for the operations, finance and administration of the Company. (ii) The Executive will be expected to be in the full-time employment of the Company, to devote substantially all of his business time, attention and efforts to the performance of his duties hereunder. Notwithstanding the foregoing, the Executive may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any trade association, without seeking or obtaining approval from the Board and/or the President and Chief Executive Officer, provided such activities and service do not materially interfere or conflict with the performance of his duties hereunder or violate the non-competition provisions of Section 12 hereof. (iii) The Executive expressly agrees that during the Employment Period he will not be interested, directly or indirectly, in any form, fashion or manner, as a partner, officer, director, advisor, employee, consultant, controlling stockholder or in any other form or capacity, in any other business or company, except that he would not be prohibited by Section 12 hereof to serve as (a) member of one other Board of Directors of a commercial organization, or (b) a member of one or more Boards of Directors or Trustees of a charitable organization, as may, upon advance notice from the Executive be approved by the Board in its discretion after consideration of possible conflicts, reputation(al) effects, time requirements and other interests of the Company. The Executive is currently serving as a Class 3 director on the Company’s Board for a term ending at the 2021 annual meeting. The Board will use its best efforts to cause the nomination of the Executive thereafter for reelection as a Class 3 director to the Board for successive terms, at every time at which Class 3 directors are nominated to the stockholders for election, as long as the Executive serves as Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary unless the Executive declines such nomination in writing to the Board. As with all members of the Board, the Executive’s continuation as a director requires election as a director by the stockholders whenever directors are to be elected by the stockholders. If the Executive ceases to serve as Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary for any reason, and the Board thereafter requests that the Executive resigns as a director of the Board, the Executive shall immediately resign as a director of the Board.

Position and Services. (ia) The Executive will hold the position of President and Chief Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretaryof the Company. The Executive will report directly to the Company’s President and Chief Executive Officer Board of Directors of the Company (the “Board”) and shall have such duties, responsibilities and authority with respect to such positions as are set forth in the Bylaws of the Company, which duties and responsibilities shall in all events include, but not be limited to, overall management responsibility for the operations, finance operations and administration of the Company. (iib) The Executive will be expected to be in the full-time employment of the Company, to devote substantially all of his business time, attention and efforts to the performance of his duties hereunder. Notwithstanding the foregoing, the Executive may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any trade association, without seeking or obtaining approval from by the Board and/or the President and Chief Executive OfficerBoard, provided such activities and service do not materially interfere or conflict with the performance of his duties hereunder or violate the non-competition provisions of Section 12 hereof. (iiic) The Executive expressly agrees that during the Employment Period he will not be interested, directly or indirectly, in any form, fashion or manner, as a partner, officer, director, advisor, employee, consultant, controlling stockholder or in any other form or capacity, in any other business or company, except that he would not be prohibited by Section 12 hereof to serve as (a) member of one other Board of Directors of a commercial organization, or (b) a member of one or more Boards of Directors or Trustees of a charitable organization, as may, upon advance notice from the Executive be approved by the Board in its discretion after consideration of possible conflicts, reputation(al) effects, time requirements and other interests of the Company. The Executive is currently serving as a Class 3 2 director on the Company’s Board for a term ending at the 2021 2023 annual meeting. The Board will use its best efforts to cause the nomination of the Executive thereafter for reelection as a Class 3 2 director to the Board for successive terms, at every time at which Class 3 2 directors are nominated to the stockholders for election, as long as the Executive serves as President and Chief Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary unless the Executive declines such nomination in writing to the Board. As with all members of the Board, the Executive’s continuation as a director requires election as a director by the stockholders whenever directors are to be elected by the stockholders. If the Executive ceases to serve as President and Chief Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary for any reason, reason and the Board thereafter requests that the Executive resigns as a director of the Board, the Executive shall immediately resign as a director of the Boarddirector.

Position and Services. (ia) The Executive will hold the position of President and Chief Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretaryof the Company. The Executive will report directly to the Company’s President and Chief Executive Officer Board of Directors of the Company (the “Board”) and shall have such duties, responsibilities and authority with respect to such positions as are set forth in the Bylaws of the Company, which duties and responsibilities shall in all events include, but not be limited to, overall management responsibility for the operations, finance operations and administration of the Company. (iib) The Executive will be expected to be in the full-time employment of the Company, to devote substantially all of his business time, attention and efforts to the performance of his duties hereunder. Notwithstanding the foregoing, the Executive may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any trade association, without seeking or obtaining approval from by the Board and/or the President and Chief Executive OfficerBoard, provided such activities and service do not materially interfere or conflict with the performance of his duties hereunder or violate the non-competition provisions of Section 12 hereof. (iiic) The Executive expressly agrees that during the Employment Period he will not be interested, directly or indirectly, in any form, fashion or manner, as a partner, officer, director, advisor, employee, consultant, controlling stockholder or in any other form or capacity, in any other business or company, except that he would not be prohibited by Section 12 hereof to serve as (a) member of one other Board of Directors of a commercial organization, or (b) a member of one or more Boards of Directors or Trustees of a charitable organization, as may, upon advance notice from the Executive be approved by the Board in its discretion after consideration of possible conflicts, reputation(al) effects, time requirements and other interests of the Company. The Executive is currently serving as a Class 3 2 director on the Company’s Board for a term ending at the 2021 2020 annual meeting. The Board will use its best efforts to cause the nomination of the Executive thereafter for reelection as a Class 3 2 director to the Board for successive terms, at every time at which Class 3 2 directors are nominated to the stockholders for election, as long as the Executive serves as President and Chief Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary unless the Executive declines such nomination in writing to the Board. As with all members of the Board, the Executive’s continuation as a director requires election as a director by the stockholders whenever directors are to be elected by the stockholders. If the Executive ceases to serve as President and Chief Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary for any reason, reason and the Board thereafter requests that the Executive resigns as a director of the Board, the Executive shall immediately resign as a director of the Boarddirector.

Position and Services. (i) The Executive will hold the position of Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary. The Executive will report directly to the Company’s President and Chief Executive Officer and shall have such duties, responsibilities and authority with respect to such positions as are set forth in the Bylaws of the Company, which duties and responsibilities shall in all events include, but not be limited to, management responsibility for the operations, finance and administration of the Company. (ii) The Executive will be expected to be in the full-time employment of the Company, to devote substantially all of his business time, attention and efforts to the performance of his duties hereunder. Notwithstanding the foregoing, the Executive may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any trade association, without seeking or obtaining approval from the Board and/or the President and Chief Executive Officer, provided such activities and service do not materially interfere or conflict with the performance of his duties hereunder or violate the non-competition provisions of Section 12 hereof. (iii) The Executive expressly agrees that during the Employment Period he will not be interested, directly or indirectly, in any form, fashion or manner, as a partner, officer, director, advisor, employee, consultant, controlling stockholder or in any other form or capacity, in any other business or company, except that he would not be prohibited by Section 12 hereof to serve as (a) member of one other Board of Directors of a commercial organization, or (b) a member of one or more Boards of Directors or Trustees of a charitable organization, as may, upon advance notice from the Executive be approved by the Board in its discretion after consideration of possible conflicts, reputation(al) effects, time requirements and other interests of the Company. The In addition effective upon the Commencement Date, the Executive is currently serving as a Class 3 director on will be nominated to the Company’s Board for a term ending at the 2021 2014 annual meeting. The Board will use its best efforts to cause the nomination of the Executive thereafter for reelection as a Class 3 director to the Board for successive terms, at every time at which Class 3 directors are nominated to the stockholders for election, as long as the Executive serves as Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary unless the Executive declines such nomination in writing to the Board. As with all members of the Board, the Executive’s continuation as a director requires election as a director by the stockholders whenever directors are to be elected by the stockholders. If the Executive ceases to serve as Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary for any reason, and the Board thereafter requests that the Executive resigns as a director of the Board, the Executive shall immediately resign as a director of the Board.

Position and Services. (i) The Executive will hold the position of Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary. The Executive will report directly to the Company’s President and Chief Executive Officer and shall have such duties, responsibilities and authority with respect to such positions as are set forth in the Bylaws of the Company, which duties and responsibilities shall in all events include, but not be limited to, management responsibility for the operations, finance and administration of the Company. (iii) The Executive will be expected to be in the full-time employment of the Company, to devote substantially all of his business time, attention and efforts to the performance of his duties hereunder. Notwithstanding the foregoing, the Executive may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any trade association, without seeking or obtaining approval from the Board and/or the President and Chief Executive Officer, provided such activities and service do not materially interfere or conflict with the performance of his duties hereunder or violate the non-competition provisions of Section 12 hereof. (iiiii) The Executive expressly agrees that during the Employment Period he will not be interested, directly or indirectly, in any form, fashion or manner, as a partner, officer, director, advisor, employee, consultant, controlling stockholder or in any other form or capacity, in any other business or company, except that he would not be prohibited by Section 12 hereof to serve as (a) member of one other Board of Directors of a commercial organization, or (b) a member of one or more Boards of Directors or Trustees of a charitable organization, as may, upon advance notice from the Executive be approved by the Board in its discretion after consideration of possible conflicts, reputation(al) effects, time requirements and other interests of the Company. The Executive is currently serving as a Class 3 director on the Company’s Board for a term ending at the 2021 2024 annual meeting. The Board will use its best efforts to cause the nomination of the Executive thereafter for reelection as a Class 3 director to the Board for successive terms, at every time at which Class 3 directors are nominated to the stockholders for election, as long as the Executive serves as Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary unless the Executive declines such nomination in writing to the Board. As with all members of the Board, the Executive’s continuation as a director requires election as a director by the stockholders whenever directors are to be elected by the stockholders. If the Executive ceases to serve as Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary for any reason, and the Board thereafter requests that the Executive resigns as a director of the Board, the Executive shall immediately resign as a director of the Board.

Position and Services. (i) The Executive will hold the position of Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary. The Executive will report directly to the Company’s President and Chief Executive Officer and shall have such duties, responsibilities and authority with respect to such positions as are set forth in the Bylaws of the Company, which duties and responsibilities shall in all events include, but not be limited to, management responsibility for the operations, finance and administration of the Company. (ii) The Executive will be expected to be in the full-time employment of the Company, to devote substantially all of his business time, attention and efforts to the performance of his duties hereunder. Notwithstanding the foregoing, the Executive may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any trade association, without seeking or obtaining approval from the Board and/or the President and Chief Executive Officer, provided such activities and service do not materially interfere or conflict with the performance of his duties hereunder or violate the non-competition provisions of Section 12 hereof. (iii) The Executive expressly agrees that during the Employment Period he will not be interested, directly or indirectly, in any form, fashion or manner, as a partner, officer, director, advisor, employee, consultant, controlling stockholder or in any other form or capacity, in any other business or company, except that he would not be prohibited by Section 12 hereof to serve as (a) member of one other Board of Directors of a commercial organization, or (b) a member of one or more Boards of Directors or Trustees of a charitable organization, as may, upon advance notice from the Executive be approved by the Board in its discretion after consideration of possible conflicts, reputation(al) effects, time requirements and other interests of the Company. The Executive is currently serving as a Class 3 director on the Company’s Board for a term ending at the 2021 2015 annual meeting. At the 2015 annual meeting of the Company’s shareholders, the Board will use its best efforts to cause the nomination of the Executive to serve as a Class 3 director of the Board for a term ending at the 2018 annual meeting. The Board will use its best efforts to cause the nomination of the Executive thereafter for reelection as a Class 3 director to the Board for successive terms, at every time at which Class 3 directors are nominated to the stockholders for election, as long as the Executive serves as Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary unless the Executive declines such nomination in writing to the Board. As with all members of the Board, the Executive’s continuation as a director requires election as a director by the stockholders whenever directors are to be elected by the stockholders. If the Executive ceases to serve as Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary for any reason, and the Board thereafter requests that the Executive resigns as a director of the Board, the Executive shall immediately resign as a director of the Board.

Position and Services. (i) The Executive will hold the position of President and Chief Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretaryof the Company. The Executive will report directly to the Company’s President and Chief Executive Officer Board of Directors of the Company (the “Board”) and shall have such duties, responsibilities and authority with respect to such positions as are set forth in the Bylaws of the Company, which duties and responsibilities shall in all events include, but not be limited to, overall management responsibility for the operations, finance operations and administration of the Company. (ii) The Executive will be expected to be in the full-time employment of the Company, to devote substantially all of his business time, attention and efforts to the performance of his duties hereunder. Notwithstanding the foregoing, the Executive may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any trade association, without seeking or obtaining approval from by the Board and/or the President and Chief Executive OfficerBoard, provided such activities and service do not materially interfere or conflict with the performance of his duties hereunder or violate the non-competition provisions of Section 12 hereof. (iii) The Executive expressly agrees that during the Employment Period he will not be interested, directly or indirectly, in any form, fashion or manner, as a partner, officer, director, advisor, employee, consultant, controlling stockholder or in any other form or capacity, in any other business or company, except that he would not be prohibited by Section 12 hereof to serve as (a) member of one other Board of Directors of a commercial organization, or (b) a member of one or more Boards of Directors or Trustees of a charitable organization, as may, upon advance notice from the Executive be approved by the Board in its discretion after consideration of possible conflicts, reputation(al) effects, time requirements and other interests of the Company. The In addition effective upon the Commencement Date, the Executive is currently serving as a Class 3 director on will be nominated to the Company’s Board for a term ending at the 2021 2011 annual meeting. The Board will use its best efforts to cause the nomination of the Executive thereafter for reelection as a Class 3 director to the Board for successive terms, at every time at which Class 3 directors are nominated to the stockholders for election, as long as the Executive serves as President and Chief Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary unless the Executive declines such nomination in writing to the Board. As with all members of the Board, the Executive’s continuation as a director requires election as a director by the stockholders whenever directors are to be elected by the stockholders. If the Executive ceases to serve as Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary for any reason, and the Board thereafter requests that the Executive resigns as a director of the Board, the Executive shall immediately resign as a director of the Board.

Position and Services. (i) The Executive will hold the position of Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary. The Executive will report directly to the Company’s President and Chief Executive Officer and shall have such duties, responsibilities and authority with respect to such positions as are set forth in the Bylaws of the Company, which duties and responsibilities shall in all events include, but not be limited to, management responsibility for the operations, finance and administration of the Company. (ii) The Executive will be expected to be in the full-time employment of the Company, to devote substantially all of his business time, attention and efforts to the performance of his duties hereunder. Notwithstanding the foregoing, the Executive may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any trade association, without seeking or obtaining approval from the Board and/or the President and Chief Executive Officer, provided such activities and service do not materially interfere or conflict with the performance of his duties hereunder or violate the non-competition provisions of Section 12 hereof. (iii) The Executive expressly agrees that during the Employment Period he will not be interested, directly or indirectly, in any form, fashion or manner, as a partner, officer, director, advisor, employee, consultant, controlling stockholder or in any other form or capacity, in any other business or company, except that he would not be prohibited by Section 12 hereof to serve as (a) member of one other Board of Directors of a commercial organization, or (b) a member of one or more Boards of Directors or Trustees of a charitable organization, as may, upon advance notice from the Executive be approved by the Board in its discretion after consideration of possible conflicts, reputation(al) effects, time requirements and other interests of the Company. The Executive is currently serving as a Class 3 director on the Company’s Board for a term ending at the 2018 annual meeting. At the 2018 annual meeting of the Company’s shareholders, the Board will use its best efforts to cause the nomination of the Executive to serve as a Class 3 director of the Board for a term ending at the 2021 annual meeting. The Board will use its best efforts to cause the nomination of the Executive thereafter for reelection as a Class 3 director to the Board for successive terms, at every time at which Class 3 directors are nominated to the stockholders for election, as long as the Executive serves as Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary unless the Executive declines such nomination in writing to the Board. As with all members of the Board, the Executive’s continuation as a director requires election as a director by the stockholders whenever directors are to be elected by the stockholders. If the Executive ceases to serve as Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary for any reason, and the Board thereafter requests that the Executive resigns as a director of the Board, the Executive shall immediately resign as a director of the Board.

Position and Services. (ia) The Executive will hold the position of President and Chief Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretaryof the Company. The Executive will report directly to the Company’s President and Chief Executive Officer Board of Directors of the Company (the “Board”) and shall have such duties, responsibilities and authority with respect to such positions as are set forth in the Bylaws of the Company, which duties and responsibilities shall in all events include, but not be limited to, overall management responsibility for the operations, finance operations and administration of the Company. (iib) The Executive will be expected to be in the full-time employment of the Company, to devote substantially all of his business time, attention and efforts to the performance of his duties hereunder. Notwithstanding the foregoing, the Executive may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any trade association, without seeking or obtaining approval from by the Board and/or the President and Chief Executive OfficerBoard, provided such activities and service do not materially interfere or conflict with the performance of his duties hereunder or violate the non-competition provisions of Section 12 hereof. (iiic) The Executive expressly agrees that during the Employment Period he will not be interested, directly or indirectly, in any form, fashion or manner, as a partner, officer, director, advisor, employee, consultant, controlling stockholder or in any other form or capacity, in any other business or company, except that he would not be prohibited by Section 12 hereof to serve as (a) member of one other Board of Directors of a commercial organization, or (b) a member of one or more Boards of Directors or Trustees of a charitable organization, as may, upon advance notice from the Executive be approved by the Board in its discretion after consideration of possible conflicts, reputation(al) effects, time requirements and other interests of the Company. The In addition effective upon the Commencement Date, the Executive is currently serving as a Class 3 director on will be nominated to the Company’s Board for a term ending at the 2021 2014 annual meeting. The Board will use its best efforts to cause the nomination of the Executive thereafter for reelection as a Class 3 director to the Board for successive terms, at every time at which Class 3 directors are nominated to the stockholders for election, as long as the Executive serves as President and Chief Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary unless the Executive declines such nomination in writing to the Board. As with all members of the Board, the Executive’s continuation as a director requires election as a director by the stockholders whenever directors are to be elected by the stockholders. If the Executive ceases to serve as Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary for any reason, and the Board thereafter requests that the Executive resigns as a director of the Board, the Executive shall immediately resign as a director of the Board.

Position and Services. (i) The Executive will hold the position of Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary. The Executive will report directly to the Company’s President and Chief Executive Officer and shall have such duties, responsibilities and authority with respect to such positions as are set forth in the Bylaws of the Company, which duties and responsibilities shall in all events include, but not be limited to, management responsibility for the operations, finance and administration of the Company. (ii) The Executive will be expected to be in the full-time employment of the Company, to devote substantially all of his business time, attention and efforts to the performance of his duties hereunder. Notwithstanding the foregoing, the Executive may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any trade association, without seeking or obtaining approval from the Board and/or the President and Chief Executive Officer, provided such activities and service do not materially interfere or conflict with the performance of his duties hereunder or violate the non-competition provisions of Section 12 hereof. (iii) The Executive expressly agrees that during the Employment Period he will not be interested, directly or indirectly, in any form, fashion or manner, as a partner, officer, director, advisor, employee, consultant, controlling stockholder or in any other form or capacity, in any other business or company, except that he would not be prohibited by Section 12 hereof to serve as (a) member of one other Board of Directors of a commercial organization, or (b) a member of one or more Boards of Directors or Trustees of a charitable organization, as may, upon advance notice from the Executive be approved by the Board in its discretion after consideration of possible conflicts, reputation(al) effects, time requirements and other interests of the Company. The In addition effective upon the Commencement Date, the Executive is currently serving as a Class 3 director on will be nominated to the Company’s Board for a term ending at the 2021 2011 annual meeting. The Board will use its best efforts to cause the nomination of the Executive thereafter for reelection as a Class 3 director to the Board for successive terms, at every time at which Class 3 directors are nominated to the stockholders for election, as long as the Executive serves as Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary unless the Executive declines such nomination in writing to the Board. As with all members of the Board, the Executive’s continuation as a director requires election as a director by the stockholders whenever directors are to be elected by the stockholders. If the Executive ceases to serve as Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary for any reason, and the Board thereafter requests that the Executive resigns as a director of the Board, the Executive shall immediately resign as a director of the Board.

Position and Services. (ia) The Executive will hold the position of President and Chief Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretaryof the Company. The Executive will report directly to the Company’s President and Chief Executive Officer Board of Directors of the Company (the “Board”) and shall have such duties, responsibilities and authority with respect to such positions as are set forth in the Bylaws of the Company, which duties and responsibilities shall in all events include, but not be limited to, overall management responsibility for the operations, finance operations and administration of the Company. (iib) The Executive will be expected to be in the full-time employment of the Company, to devote substantially all of his business time, attention and efforts to the performance of his duties hereunder. Notwithstanding the foregoing, the Executive may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or any trade association, without seeking or obtaining approval from by the Board and/or the President and Chief Executive OfficerBoard, provided such activities and service do not materially interfere or conflict with the performance of his duties hereunder or violate the non-competition provisions of Section 12 hereof. (iiic) The Executive expressly agrees that during the Employment Period he will not be interested, directly or indirectly, in any form, fashion or manner, as a partner, officer, director, advisor, employee, consultant, controlling stockholder or in any other form or capacity, in any other business or company, except that he would not be prohibited by Section 12 hereof to serve as (a) member of one other Board of Directors of a commercial organization, or (b) a member of one or more Boards of Directors or Trustees of a charitable organization, as may, upon advance notice from the Executive be approved by the Board in its discretion after consideration of possible conflicts, reputation(al) effects, time requirements and other interests of the Company. The At the 2014 annual meeting of the Company’s shareholders, the Board will use its best efforts to cause the nomination of the Executive is currently serving to serve as a Class 3 2 director on of the Company’s Board for a term ending at the 2021 2017 annual meeting. The Board will use its best efforts to cause the nomination of the Executive thereafter for reelection as a Class 3 2 director to the Board for successive terms, at every time at which Class 3 2 directors are nominated to the stockholders for election, as long as the Executive serves as President and Chief Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary unless the Executive declines such nomination in writing to the Board. As with all members of the Board, the Executive’s continuation as a director requires election as a director by the stockholders whenever directors are to be elected by the stockholders. If the Executive ceases to serve as President and Chief Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretary for any reason, and the Board thereafter requests that the Executive resigns as a director of the Board, the Executive shall immediately resign as a director of the Board.