Date: Name: EXHIBIT S [FORM OF] THERAPY DIRECTOR AGREEMENT This Therapy Director Agreement (this “Agreement”) dated [•] is between [•] (the “Service Company”), and [•] (the “Therapy Director”).
shadow director means, in relation to a company, any person in accordance with whose directions or instructions the directors of the company are accustomed to act, but the person is not deemed to be a shadow director by reason only that the directors act on advice given by that person in a professional capacity; and
New Directors means any director whose election by the Board or whose nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were Present Directors or New Directors.
Medical Executive Committee or “MEC” means the Executive Committee of the Medical Staff.
Preferred Directors means, collectively, the Series A Directors and the Series B Director.
Company Director means a member of the Board.
Series A Directors means the directors of the Company that have been solely designated by the holders of record of the Series A Preferred Stock pursuant to the Company’s Certificate of Incorporation, the Stockholders Agreement or otherwise.
Medical Board means the North Carolina Medical Board.
Investor Directors has the meaning set forth in Section 2(a).
Continuity Directors means those members of the Board who either (A) were directors at the beginning of such consecutive 24 month period, or (B) were elected by, or on the nomination or recommendation of, at least a two-thirds (2/3) majority of the then-existing Board; or
Director-General means the Director-General of the Department;
Preferred Director means any director of the Company that the holders of record of the Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation.
Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;
New Director means an individual whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the Date of Grant or whose election or nomination for election was previously so approved or recommended. However, “New Director” shall not include a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation relating to the election of directors of the Company.
Investor Director means any Director designated or nominated for election to the Board by the Investor Shareholders pursuant to Section 2.1 of this Agreement.
Medical director means any physician licensed under Iowa Code chapter 148, 150, or 150A who shall be responsible for overall medical direction of the service program and who has completed a medical director workshop, sponsored by the department, within one year of assuming duties.