Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors.
Board Matters. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors.
Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors. The Company shall cause to be established, as soon as practicable after such request, and will maintain, an audit and compensation committee, each of which shall consist solely of non-management directors. Each non-employee director shall be entitled in such person’s discretion to be a member of any committee of the Board of Directors.
Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board shall meet at least quarterly in accordance with an agreed- upon schedule. The Company shall reimburse the directors for all reasonable and documented out-of-pocket expenses (consistent with Company policies) incurred in connection with attending meetings of the Board. Each Preferred Director shall be entitled in such person’s discretion to be a member of any committee of the Board of Directors.
Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule.
Board Matters. Unless otherwise determined by the vote of a majority of the Board, the Board shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company's travel policy) in connection with attending meetings of the Board. The Board may establish such committees of the Board as it considers appropriate, each of which shall consist solely of non-management directors.
Board Matters. Prior to the execution of this Agreement (i) the Nomination and Governance Committee of the Board (the “Nominating Committee”) has reviewed and approved the qualifications of the New Director to serve as a member of the Board and (ii) the Board has determined that the New Director is “independent” as defined by the listing standards of NASDAQ. The Company agrees that the Board and all applicable committees of the Board shall take all necessary actions to (i) cause the Board to increase the size of its membership by one effective immediately following the execution of this Agreement; (ii) appoint, with such appointment effective immediately after the execution of this Agreement, the New Director as a director of the Company with a term expiring at the Company’s 2016 Annual Meeting of Shareholders (the “2016 Annual Meeting”); (iii) nominate the New Director as a candidate for reelection to the Board at the 2016 Annual Meeting; and (iv) cause the Board to decrease the size of its membership by one effective as of certification of the shareholder vote with respect to the 2016 Annual Meeting. At the 2016 Annual Meeting and, if the Standstill Period (as defined below) has not then expired, the Company’s 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”), the Company agrees to recommend, support and solicit proxies for the election of the New Director in the same manner as the Company has supported its nominees up for election at prior annual meetings of shareholders at which the election of directors was uncontested. The Company agrees that the New Director shall receive (i) the same benefits of director and officer insurance, and any indemnity and exculpation arrangements available generally to the directors on the Board (ii) the same compensation for his service as a director as the compensation received by other non-management directors on the Board, and (iii) such other benefits on the same basis as all other non-management directors on the Board, including, without limitation, having the Company (or legal counsel) prepare and file with the SEC, at the Company’s expense, any Forms 3, 4 and 5 under Section 16 of the Exchange Act that are required to be filed by each director of the Company. The Company agrees that the size of the Board shall not be increased beyond nine (9) members throughout the Standstill Period without the consent of the New Director.
Board Matters. The Company shall reimburse each non-employee director for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board. Each non-employee director shall be entitled in such person’s discretion to be a member of any committee of the Board.
Board Matters. 1. Coordinate and prepare agendas and materials for and attend board and committee meetings, draft and keep records of minutes of such meetings, and coordinate any follow up issues; and
Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the directors for all reasonable out-of-pocket travel expenses (excluding room accommodations, airfare or other long-distance travel expenses) incurred (consistent with the Company’s travel policy) in connection with attending in-person meetings of the Board of Directors or committees of the Board of Directors. Each committee of the Board of Directors shall include at least one Preferred Director.
