The Director agrees, subject to the Directors continued status as a director, to serve on the Companys Board of Directors (the Board) and to provide those services required of a director under the Companys Certificate of Incorporation and Bylaws, as both may be amended from time to time (Articles and Bylaws) and under the Oklahoma General Corporation Law, the federal securities laws and other state and federal laws and regulations, as applicable, and the rules and regulations of the Securities and Exchange Commission (the SEC) and any stock exchange or quotation system on which the Companys securities may be traded from time to time. Director will also serve on such one or more committees of the Board as he or she and the Board shall mutually agree.
Financial Statement Compilation and Analysis: Prepare periodic financial statements and analyses on bases to be determined from time to time;
Claims Review Services: Assist in the review and analysis of claims made by reinsureds under all treaties including, without limitation, claim reviews, audits, analysis of claims, advice regarding the contesting of claims, recommendations for settlements of claims and advice regarding the negotiation thereof, and advice regarding the payment of claims; and
Research, Development and Risk Management: Provide actuarial, marketing, research and development, and portfolio risk management support.
Consulting Services. During the "Consulting Period" (as defined below), [[SLM Advisory Services:Organization]] will stand ready and will furnish to ITW such reasonable services of an advisory or consulting nature with respect to its business and affairs as ITW may reasonably call upon [[SLM Advisory Services:Organization]] Service to furnish, with the parties' understanding that: # [[SLM Advisory Services:Organization]] will be available for the Consulting Period upon reasonable notice and at reasonable times for periodic consultations, either in person, by videoconference, or by telephone; and # Mr. Martindale will not be an employee of ITW in performing consulting services hereunder, but he and [[SLM Advisory Services:Organization]] will act in the capacity of independent contractor. The parties contemplate that the services provided by [[SLM Advisory Services:Organization]] will be limited to an approximate total of four days per month. The "Consulting Period" means the period beginning April 15, 2021 and continuing until either party provides 30 days' written notice of termination of the Agreement. Either party may provide such notice at any time for any reason.
Outplacement Services. Executive will be eligible to receive outplacement services, such services to be provided at Executive’s election and for a period of up to 12 months from the Effective Date of this Agreement (the “Outplacement Consideration”).
Other Services. Manager shall arrange for or render to Provider such accounting, legal and bookkeeping services as Manager shall reasonably determine are necessary and appropriate to the efficient and proper operation of Provider. Such accounting, legal and bookkeeping services shall include, without limitation, the maintenance, custody, and supervision of business records, papers, documents, ledgers, journals and reports relating to the business operations of Provider; the establishment, administration and implementation of accounting procedures, controls, forms and systems; the preparation of financial reports; the planning of the business operations of Provider; the payments of accounts payable and collection of accounts receivable, and the administration and payment of compensation and other remuneration payable to employees, contractors, or agents of Provider. Manager shall make any such records available to an agent of Provider for review or for copying, during regular business hours, upon Provider’s request. Manager shall not provide any services requested by or rendered to any employee or agent of Provider not directly related to the operations of Provider. Manager shall have no responsibility for rendering any tax advice or services or personal financial services to any Provider Professional or any other employee, contractor, or agent of Provider. Nothing in this [Section 4.7] or elsewhere in this Agreement shall be deemed to make Manager responsible for any liability of Provider to employees or Provider Professionals associated with the Non Wound Care Business.
Management Services. The Manager will provide the Company with the following services:
During the period beginning on the Effective Date (defined in Paragraph 7 below) and continuing through July 31, 2017 (the “Consulting Period”), Consultant shall provide to Company, including its subsidiaries and affiliates, consulting services commensurate with his status and experience as a former Company executive officer with respect to such matters as shall be reasonably requested from time to time by the Chief Executive Officer of the Company or his or her designee (the “Company Representative”), provided that Consultant shall not be required to provide such services during any period when he is unable to perform due to his health.
Exclusive Services. Employee shall not be employed or render services elsewhere during the Employment Period, provided that nothing herein shall preclude Employee from # serving on corporate, civic or charitable boards or committees listed on Exhibit A; # with advance notice to Employee’s Direct Managers of material involvements, participating (including as a board member) in educational, welfare, social, religious and civic organizations; and # with prior written approval of Employee’s Direct Managers for serving as a director of for profit entities, so long as such activities described in clauses (i), (ii) and (iii) do not, individually or in the aggregate, interfere or conflict with the performance of his duties or conflict with the business of Company or the Employee Guide or Code of Conduct.
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