Extract to table

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: 1

For purposes of this definition, no act or failure to act by Executive shall be considered "willful" if performed or omitted in good faith and with a reasonable belief that such act or omission was in the best interests of the Company

Executive shall cooperate in good faith with any request by the Board to submit to a medical examination for the purpose of making such determination

In such capacity, Executive shall report directly and exclusively to the Board

Executive shall be a full-time employee of the Company and shall devote substantially all of Executive's business time, attention, skill, and energy to the affairs of the Company and its subsidiaries

Executive shall promptly notify the Board of any proposed new outside board position prior to accepting such position