Upon Xx. Xxxxxxx’x retirement from the practice of medicine, and for so long as Xx. Xxxxxxx does not practice medicine during the remainder of the Restricted Period, the ASC Territory shall be reduced to a twenty (20) mile radius of 0000 00xx Xxxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxx 00000.
Upon Xx. Xxxx’x election as a director of the Company, the Board shall appoint Xx. Xxxx as a member of the Nominating and Governance Committee, the Compensation and Stock Option Committee, the Audit Committee, and any other committee of the Board that is formed or to which responsibility is delegated for the purpose of evaluating the Company’s strategic alternatives or any material financing, acquisition, sale, disposition or other material transaction provided that Xx. Xxxx meets Nasdaq independence eligibility criteria for such committees.
Upon Xx. Xxxxxx’x retirement, the District shall continue to provide health insurance coverage and will pay 90% of the premium cost. The Superintendent shall be responsible for the remaining 10%, and will be billed quarterly for her share of the premium. When the Superintendent becomes eligible for Medicare, Medicare will become the primary insurer. The District agrees to purchase and pay for 100% of the premium cost for a Medicare supplemental policy. This policy shall provide the same or substantially similar benefits to the Superintendent as previously provided by the District's health insurance plan, which are not provided for by Medicare, including prescription coverage. The District shall not be responsible for any portion of the Superintendent's Medicare premiums.
Upon Xx. Xxxxxxx Xxxxxxxx giving an undertaking on behalf of Clarendon Seafood Limited, to produce the MV Devin to the admiralty bailiff, if and when ordered by this court, the MV Devin shall be released to the said Clarendon Seafood Limited.
Upon Xx. Xxx’x breach of this Agreement in any material respect, including Sections 3 and 6 hereof, in addition to such other remedies as may be available at law or in equity, the Company shall be entitled to cease immediately, without further obligation, providing the Consulting Payments, and (b) Xx. Xxx shall repay the Company the full amount of any Consulting Payments already provided to him, less $5,000. Additionally, for clarity, as set forth above, upon a breach of this Agreement in any material respect, the Company shall have the right to terminate the Consulting Term for Cause, which event shall cause the Options to cease to be exercisable as provided in Section 2(a)(iii) above.
Upon Xx. Xxxxxx' death or disability, the consulting relationship created pursuant to this Agreement will immediately terminate, and no further compensation will be payable. However, the Client Company will be required to pay Xx. Xxxxxx or his estate any unpaid compensation earned for services rendered through the date of his death or disability, together with any unpaid reimbursements owed. For purposes of this Agreement, Xx. Xxxxxx will be deemed to be disabled if he is unable to engage in any substantial gainful activity by reason of any medically-determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve months or more.
Upon Xx. Xxxxxxx’x death or incapacity such that he is unable to act, Xx. Xxxxxxx hereby appoints Xx. Xxxxxx as Xx. Xxxxxxx’x true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of the Equity Securities owned by Xx. Xxxxxxx (in the event of Xx. Xxxxxxx’x death, at the time of his death).
