Common use of Board Duties Clause in Contracts

Board Duties. (a) Director agrees to provide services to the Company as a member of the Board of Directors. Director shall, for so long as he or she remains a member of the Board of Directors, meet with the remaining members of the Board of Directors and/or the Company’s executive officers upon request, at dates and times mutually agreeable to the parties, to discuss any matter involving the Company (including any subsidiary). Director acknowledges and agrees that the Company may rely upon Director’s expertise in business disciplines where Director has significant experience with respect to the Company’s business operations and that such requests may require substantial additional time and efforts in addition to Director’s customary service as a member of the Board of Directors. (b) Director understands that as a member of the Board of Directors he or she is subject to the duties of care, loyalty and good faith and such other duties and obligations as are provided by applicable laws, the Company’s certificate of incorporation and bylaws and the policies established from time to time by the Board of Directors or a duly authorized committee thereof. Director may not use Director’s position of trust and confidence to further Director’s private interests. Director must inform himself or herself of all material information reasonably available before voting on a transaction and Director may act only for the purpose of advancing the best interests of the Company, may not act in violation of applicable law and may not fail to act in accordance with Director’s duties to the Company (including any subsidiary) and its stockholders. Director agrees to comply with the director conduct policies and corporate governance policies adopted from time to time by the Board of Directors or a duly constituted committee thereof. Director is not and will not be an employee of the Company.

Board Duties. (a) Director agrees to provide services to the Company as a member of and as the chairman of, the Board of Directors. Director shall, for so long as he or she remains a member of the Board of Directors, meet with the remaining members of the Board of Directors and/or the Company’s executive officers upon request, at dates and times mutually agreeable to the parties, to discuss any matter involving the Company (including any subsidiary). Director acknowledges and agrees that the Company may rely upon Director’s expertise in business disciplines where Director has significant experience with respect to the Company’s business operations and that such requests may require substantial additional time and efforts in addition to Director’s customary service as a member of the Board of Directors. (b) Director understands that as a member of the Board of Directors he or she is subject to the duties of care, loyalty and good faith and such other duties and obligations as are provided by applicable laws, the Company’s certificate of incorporation and bylaws and the policies established from time to time by the Board of Directors or a duly authorized committee thereof. Director may not use Director’s position of trust and confidence to further Director’s private interests. Director must inform himself or herself of all material information reasonably available before voting on a transaction and Director may act only for the purpose of advancing the best interests of the Company, may not act in violation of applicable law and may not fail to act in accordance with Director’s duties to the Company (including any subsidiary) and its stockholders. Director agrees to comply with the director conduct policies and corporate governance policies adopted from time to time by the Board of Directors or a duly constituted committee thereof. Director is not and will not be an employee of the Company.