Common use of Board Operations Clause in Contracts

Board Operations. (a) All notices of Board meetings shall be delivered by hand or transmitted by facsimile or e- mail at least five (5) Business Days prior to the date of the Board meeting. However, emergency Board meetings may be called by the Chair of the Board in the case of a situation involving matters upon which prompt action is deemed necessary by giving notice at least two (2) Business Days prior to the date of such Board meeting (unless less notice is required in the circumstances). All notices of Board meetings shall specify the time, date and place of the Board meeting and contain a brief but complete summary of all business on the agenda of the Board meeting. (b) Each Director (i) shall be entitled to indemnification protection and liability insurance coverage on the same terms as all other members of the Board, and (ii) who is not otherwise an employee of the Company or one of its Subsidiaries, shall be entitled to compensation for services rendered to the Board (including any committee of the Board) at levels, and otherwise on terms, comparable to other members of the Board who are not employees of Company or any of its Subsidiaries. (c) Any Director may participate in a Board meeting by means of a telephonic, electronic or other communication facility. A director participating by such means is deemed to be present at the Board meeting or of any committee by a communications medium other than telephone if all directors participating in the medium, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation.

Board Operations. (a) All notices of Board meetings shall be delivered by hand or transmitted by facsimile or e- e-mail at least five (5) Business Days prior to the date of the Board meeting. However, emergency Board meetings may be called by the Chair of the Board in the case of a situation involving matters upon which prompt action is deemed necessary by giving notice at least two (2) Business Days prior to the date of such Board meeting (unless less notice is required in the circumstances). All notices of Board meetings shall specify the time, date and place of the Board meeting and contain a brief but complete summary of all business on the agenda of the Board meeting. (b) Each Director (i) shall be entitled to indemnification protection and liability insurance coverage on the same terms as all other members of the Board, and (ii) who is not otherwise an employee of the Company or one of its Subsidiaries, shall be entitled to compensation for services rendered to the Board (including any committee of the Board) at levels, and otherwise on terms, comparable to other members of the Board who are not employees of Company or any of its Subsidiaries. (c) Any Director may participate in a Board meeting by means of a telephonic, electronic or other communication facility. A director participating by such means is deemed to be present at the Board meeting or of any committee by a communications medium other than telephone if all directors participating in the medium, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation.