Board of Directors. Provided that Executive is still employed hereunder, the Board shall nominate Executive to be elected to serve on the Board at each meeting of the Company’s stockholders held during the term of this Agreement to elect directors, consistent with the provisions of the Bylaws and Certificate of Incorporation of the Company, as amended and in effect from time to time. Additionally, for so long as the Executive serves as a member of the Board, the Board shall, appoint the Executive as the Chairman of the Board, unless they deem it inappropriate or in the Company’s best interests not to.

Board of Directors of the Corporation. Pursuant to the By-Laws of the Corporation, the number of directors comprising the Corporation’s Board of Directors (the “Board”) has been fixed by resolution of the Board at five. Each of the Stockholders shall take such action as is necessary and appropriate, including, without limitation, the voting of shares of Stock owned or controlled by such Stockholder on all of the matters set forth in this Article 2 on which the Stockholders of the Corporation vote.

Code: the U.S. Internal Revenue Code of 1986, as amended.

Board of Directors. The board of directors is comprised of the persons set forth under the heading of the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board of directors comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of the Trading Market. At least one member of the board of directors qualifies as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the Trading Market. In addition, at least a majority of the persons serving on the board of directors qualify as “independent” as defined under the rules of the Trading Market.

Cause — termination by the Principal Sponsor of Employee’s employment based upon # the willful and continued failure by Employee substantially to perform Employee’s duties and obligations (other than any such failure resulting from Employee’s incapacity due to physical or mental illness or any such actual or anticipated failure resulting from Employee’s termination for Good Reason) or # the willful engaging by Employee in misconduct which is materially injurious to the Principal Sponsor, monetarily or otherwise. For purposes of this Section 2.4, no action or failure to act on Employee’s part shall be considered “willful” unless done, or omitted to be done, by Employee in bad faith and without reasonable belief that such action or omission was in the best interests of the Principal Sponsor.

Board of Directors. The Board of Directors shall have the authority and responsibility to determine from year to year whether # Annual Bonus opportunities shall be available to Key Executives for the ensuing Fiscal Year, # whether Long Term Bonus opportunities will be available to Key Executives for an Incentive Cycle and # whether Stock Options or Restricted Stock shall be awarded to Key Executives and/or Non-Employee Directors. If the Board determines it appropriate to form an Incentive Cycle for Long Term Bonus purposes and/or to make Annual Bonus opportunities available for the ensuing Fiscal Year, the Board shall direct the Compensation Committee's attention to the results the Board believes important for the Company to achieve during that Incentive Cycle or Fiscal Year. With respect to results to be achieved, it is intended that the Board will give qualitative directions, generally providing priorities among the Company's several operations.

Code: the U.S. Internal Revenue Code of 1986, as amended.

Board of Directors. From and after the closing of the transactions contemplated by the Purchase Agreement, the Buyer shall control the Board of the Company and the constituent boards of each of the Acquired Companies, and shall appoint a majority of the members to each such board. From and after the closing through the conclusion of the final Earn-Out Period (including with respect to calculation of the Earn-Out Acceleration (as defined below)), the Buyer acknowledges and agrees that the Sellers shall be entitled to designate up to two (2) members of the Board of the Company (each, a “Seller Director”) and Buyer hereby agrees to vote its shares to appoint such Seller Directors to the Board of the Company. The Chairman of the Board shall be appointed by the Buyer.

Code: the U.S. Internal Revenue Code of 1986, as amended.

Board of Directors. Board of Directors means, for a Participating Employer organized as a corporation, its board of directors and for a Participating Employer organized as a limited liability company, its board of managers.