Services as Chairman Sample Clauses

Services as Chairman. During the Chairman Period (as defined below), the Company requires that Xx. Xxxxxx be available to perform the duties of Chairman of the Board customarily related to this function, including (i) acting as chairman of 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 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 foregoing, collectively, the “Chairman Services”). Xx. Xxxxxx agrees to devote such time as is reasonably and customarily necessary to perform the Chairman Services, and will perform such duties described herein in accordance with the general fiduciary duty of directors arising under the DGCL. Nothing in this Agreement shall confer upon Xx. Xxxxxx the right to serve as Chairman of the Board or as a director of the Company.

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Services as Chairman. Pursuant to the charter and the bylaws of the Company, you were elected as a member of the Board and currently serve, at the discretion of the Board, as Chairman. It is agreed that, until you are removed as Chairman by the Board, are not elected as a director of the Company or resign as Chairman and/or as a member of the Board, you will continue to serve as the non-executive Chairman of the Board ("Non-executive Chairman"). (a) During your service as Non-executive Chairman you shall be entitled to such compensation as is determined, from time to time, in the sole discretion of the Board, although it is currently anticipated that you will (i) receive fees equal to $200,000 per year, payable in monthly installments, (ii) be entitled to an office and secretarial support at an off-site location mutually agreed between you and the Company and subject to a written budget approved by the Board, (iii) be reimbursed for reasonable business expenses, including, without limitation, travel expenses, incurred in the performance of the responsibilities set forth in this Section 5 which are approved in advance by the Company's General Counsel, and (iv) be entitled to participate in employee benefit plans available to other non-employee directors of the Company. (b) As Non-executive Chairman you shall (i) be responsible for preparing the Board agenda and chairing the meetings of the Board, (ii) to the extent requested by the Board, be available to the Chief Executive Officer of the Company ("CEO") (or the Office of the CEO during any period when there is no CEO) and the Board members, or their appointees to assist on Company matters, at reasonable times; provided, however, that requests for assistance from individual directors shall be coordinated by and communicated through the Company's General Counsel, and (iii) only work through the CEO (or the Office of the CEO during any period when there is no CEO) and Board members or their appointees, and, except as otherwise specifically provided herein, you shall not communicate directly with the Company or its employees except with the express approval of the CEO (or the Office of the CEO during any period when there is no CEO). The Company agrees that services requested of you hereunder may be provided telephonically or by other electronic means of transmission from such location or locations as you may reasonably determine; provided, that you will use your best efforts to provide your services in person upon reasonable prior...

Services as Chairman. The Company and Xxxxxxx hereby confirm Xxxxxxx’x continued services as Chairman of the Company through May 31, 2005. In exchange for these services, the Company shall pay Xxxxxxx the aggregate amount of $100,000, payable in ten (10) monthly installments commencing the date of this Letter. In the event Xxxxxxx ceases to be Chairman for any reason whatsoever, Xxxxxxx shall forfeit any unpaid amounts for services and shall repay the Company all amounts paid by the Company through such termination which are in excess of the pro rata portion earned prior to termination.

Services as Chairman. The Company, Executive and Doherty hereby agree that Executive will serve as executive Xxxxxxxn of the Company through Doherty. Executive shall not be required to devote more than 20 hours per week to the Company for his services as Chairman. In exchange for Doherty providing Executive's services to the Company, the Company grants to Doherty an option to acquire from the Company up to an aggrexxxx xx Thirteen Million Six Hundred Thousand (13,600,000) whole shares of Company's common stock ("Common Stock"), par value $0.001 per share as of the date of this Letter in the form of Exhibit A hereto ("Option"). In addition, Doherty shall be entitled to receive cash compensation commexxxxxxx with its position and duties and comparable to Company's other executives at such time as the Company's other executives receive cash compensation. The term of this arrangement shall be for two years, unless earlier terminated by Doherty or by the Company in accordance with Section 4 of thxx Xxxxer.

Related to Services as Chairman

Duties and Services Executive agrees to serve in the position(s) referred to in Section 2.2 and to perform diligently the duties and services appertaining to such offices, as well as such additional duties and services appropriate to such offices which the parties mutually may agree upon from time to time. Executive’s employment shall also be subject to the policies maintained and established by the Company and the Parent that are of general applicability to the Company’s and the Parent’s employees, as such policies may be amended from time to time.
President Unless the Trustees otherwise provide, the President shall preside at all meetings of the shareholders and of the Trustees. Unless the Trustees otherwise provide, the President shall be the chief executive officer.
Xxxxxx, President s/ Xxxxx Xxxx ---------------------------------- Xxxxx Xxxx
Executive Director (a) The HMO must employ a qualified individual to serve as the Executive Director for its HHSC HMO Program(s). Such Executive Director must be employed full-time by the HMO, be primarily dedicated to HHSC HMO Program(s), and must hold a Senior Executive or Management position in the HMO’s organization, except that the HMO may propose an alternate structure for the Executive Director position, subject to HHSC’s prior review and written approval. (b) The Executive Director must be authorized and empowered to represent the HMO regarding all matters pertaining to the Contract prior to such representation. The Executive Director must act as liaison between the HMO and the HHSC and must have responsibilities that include, but are not limited to, the following: (1) ensuring the HMO’s compliance with the terms of the Contract, including securing and coordinating resources necessary for such compliance; (2) receiving and responding to all inquiries and requests made by HHSC related to the Contract, in the time frames and formats specified by HHSC. Where practicable, HHSC must consult with the HMO to establish time frames and formats reasonably acceptable to the Parties; (3) attending and participating in regular HHSC HMO Executive Director meetings or conference calls; (4) attending and participating in regular HHSC Regional Advisory Committees (RACs) for managed care (the Executive Director may designate key personnel to attend a RAC if the Executive Director is unable to attend); (5) making best efforts to promptly resolve any issues identified either by the HMO or HHSC that may arise and are related to the Contract; (6) meeting with HHSC representative(s) on a periodic or as needed basis to review the HMO’s performance and resolve issues, and (7) meeting with HHSC at the time and place requested by HHSC, if HHSC determines that the HMO is not in compliance with the requirements of the Contract.
Vice Chairman In the absence of the Chairman of the Board, the Vice Chairman shall preside at all meetings of the Board of Directors and of the unitholders of the MLP; and he shall have such other powers and duties as from time to time may be assigned to him by the Board of Directors.
Legal Services If this Agreement is for legal services, this section is applicable. Contractor shall: (i) adhere to legal cost and billing guidelines designated by the JBE; (ii) adhere to litigation plans designated by the JBE, if applicable; (iii) adhere to case phasing of activities designated by the JBE, if applicable; (iv) submit and adhere to legal budgets as designated by the JBE; (v) maintain legal malpractice insurance in an amount not less than the amount designated by the JBE; and (vi) submit to legal bill audits and law firm audits if so requested by the JBE, whether conducted by employees or designees of the JBE or by any legal cost-control provider retained by the JBE for that purpose. Contractor may be required to submit to a legal cost and utilization review as determined by the JBE. If (a) the Contract Amount is greater than $50,000, (b) the legal services are not the legal representation of low- or middle-income persons, in either civil, criminal, or administrative matters, and (c) the legal services are to be performed within California, then Contractor agrees to make a good faith effort to provide a minimum number of hours of pro xxxx legal services, or an equivalent amount of financial contributions to qualified legal services projects and support centers, as defined in section 6213 of the Business and Professions Code, during each year of the Agreement equal to the lesser of either (A) thirty (30) multiplied by the number of full time attorneys in the firm’s offices in California, with the number of hours prorated on an actual day basis for any period of less than a full year or (B) the number of hours equal to ten percent (10%) of the Contract Amount divided by the average billing rate of the firm. Failure to make a good faith effort may be cause for nonrenewal of this Agreement or another judicial branch or other state contract for legal services, and may be taken into account when determining the award of future contracts with a Judicial Branch Entity for legal services.
Xxxxxxx, President Xxxxx X.
General Services JHSS shall be responsible for administering and/or performing the customary services of a transfer agent and dividend disbursing agent; acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the Custodian) of Shares of each Fund, as more fully described in Schedule 1 - Duties of JHSS attached hereto and made part hereof, and in accordance with the terms of the Prospectus and Statement of Additional Information of the Fund, applicable laws and the procedures established from time to time between the Fund and JHSS.
Chief Operating Officer The Chief Operating Officer shall be responsible for managing the day to day operations of the Company and shall see to it that all orders of the Chief Executive Officer are carried into effect.
Consulting Services Except as ADB may otherwise agree, and except as set forth in the paragraph below, the Borrower shall apply quality- and cost-based selection for selecting and engaging Consulting Services.