Compensation Committee of the Board Sample Clauses

Compensation Committee of the Board. (a) As of the Completion of the IPO, the Board of Directors shall have established a compensation committee that, at all times prior to the Less Than Majority Holder Date, shall consist of three or more Directors (with the size of the compensation committee established by the Board of Directors) comprised of (i) two or more Independent Directors (at least two of which are Qualified Compensation Directors) and (ii) one or more NAB Directors. NAB shall designate NAB Directors to fill the number of positions reserved for NAB Directors on the compensation committee pursuant to this Section 2.3(a).
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Compensation Committee of the Board. The Board shall establish a compensation committee of the Board (the “Compensation Committee”) comprising three (3) members to manage certain compensation affairs of the Company, including implementing salary and equity guidelines for the Company, approving compensation packages, severance agreements and employment agreements for all senior managers of the Company and the Subsidiaries (collectively, the “Group Companies” and each a “Group Company”) (including but not limited to the chief executive officer and the chief financial officer of each Group Company) as well as administering the Company’s employee equity incentive plans; provided that, subject to Section 1.2(a), (i) holders of Ordinary Shares shall be entitled to appoint one (1) director to sit on the Compensation Committee, (ii) Series A Holders shall be entitled to appoint one (1) director to sit on the Compensation Committee, (iii) subject to sub-Section 1.2(d)(iv), Series B Holders shall be entitled to appoint one (1) director to sit on the Compensation Committee, and (iv) any allocation of shares under the Company’s employee equity incentive plans shall be subject to the Compensation Committee’s prior approval.
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Compensation Committee of the Board. (a) The Company undertakes that the Board of Directors shall, by Completion of the IPO, establish a compensation committee that consists of three Directors, or, if requested by OM plc, four Directors.
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Compensation Committee of the Board. (a) As of the Completion of the IPO, the Board of Directors shall have established a compensation committee that, at all times prior to the 50% Date, shall consist of three (3) or more Directors (with the size of the compensation committee established by the Board of Directors) with at least one (1) such Directors being a BNPP Director. BNPP shall designate the BNPP Director to fill the position reserved for BNPP Directors on the compensation committee pursuant to this Section 2.3(a).
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Compensation Committee of the Board. (a) As of Closing, the Company Board shall have established a Compensation Committee consisting solely of three (3) or more Independent Directors who are also “independent” for purposes of compensation committee service within the meaning of Rule 303A.02 of the Exchange Manual (with the size of the Compensation Committee established by the Company Board) and, at all times prior to the 10% Date, at least one (1) such Director shall be a CIBC Independent Director who is also “independent” for purposes of compensation committee service within the meaning of Rule 303A.02 of the Exchange Manual. CIBC shall designate the CIBC Independent Director to fill the position reserved for CIBC Independent Directors on the Compensation Committee pursuant to this Section 5.05(a).
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Compensation Committee of the Board. Upon full achievement of the performance goals, the Annual Bonus will be equal to 100% of Executive’s then-current Base Salary, but for less than full achievement of the performance goals, the Annual Bonus shall be a lesser amount in accordance with a specific formula determined by the Compensation Committee, in its discretion, no later than 90 days following the start of each fiscal year. In addition, to the extent the performance goals are exceeded, the Annual Bonus shall exceed 100% of the Executive’s then-current Base Salary in accordance with a specific formula determined by the Compensation Committee, in its discretion, no later than 90 days following the start of each fiscal year. In no event, however, shall the Annual Bonus for any fiscal year exceed 200% of the Executive’s then-current Base Salary payable with respect to such fiscal year. The Annual Bonus shall be paid to the Executive in a lump sum promptly following the end of the fiscal year with respect to which it is payable. Notwithstanding the foregoing, the Company and the Executive understand and agree that the Annual Bonuses are intended to constitute “qualified performance-based compensation” satisfying the requirements of Treasury Regulations Sections 1.162-27(e)(2) through (e)(5), and that the material terms of the performance criteria under which amounts are to be paid pursuant to the Performance Bonus Plan, and the payment of any amounts under the Performance Bonus Plan, shall be subject to approval by the stockholders of the Company to the extent required by the Internal Revenue Code of 1986, as amended (the “Code”).
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Compensation Committee of the Board. The Company shall take all steps and complete all actions necessary to maintain the Compensation Committee of the Board of Directors (the "Compensation Committee"). The Compensation Committee shall consist of four members of the Board of Directors, one of whom shall be the Series A Director (as that term is defined in the Amended and Restated Voting and Co-Sale Agreement), one of whom shall be a Series B Director (as that term is defined in the Amended and Restated Voting and Co-Sale Agreement), and, until an initial public offering of securities of the Company, one of whom shall be the Chief Executive Officer of the Company. Except as provided in the foregoing sentence with respect to the Chief Executive Officer of the Company, no member of the Compensation Committee shall be an employee or officer of the Company. The Compensation Committee shall make recommendations as to the compensation of all officers and employees with aggregate annual compensation from the Company in excess of $80,000 and shall make recommendations about the establishment and continuation of benefit, stock option, or bonus programs applying generally to all employees or any class of employees of the Company. All actions of the Compensation Committee shall require the affirmative vote of a majority of the members thereof. All recommendations of the Compensation Committee shall be subject to approval by the Board of Directors at any annual, regular or special meeting thereof.
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Compensation Committee of the Board. Section 2.3(a) is amended and restated in its entirety to read as follows:
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Related to Compensation Committee of the Board

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board.

  • The Board 6.1 The appointment, dismissal and conduct of the Board shall be regulated in accordance with this agreement and the Articles.

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • Benefits Committee As per LOA#10, a benefits committee comprised of the employee representatives and the employer representatives, including the Crown, shall convene upon request to address all matters that may arise in the operation of the OSSTF ELHT.

  • Delegation; Committees The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things, including any matters set forth in this Declaration, and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Trustees as the Trustees shall determine from time to time except to the extent action by the entire Board of Trustees or particular Trustees is required by the 0000 Xxx.

  • Committees of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

  • TRANSITION COMMITTEE 8.1.0 A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Committees of the Board The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Size of the Board Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at five (5) directors. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock and Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

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