Continuing Board Service Sample Clauses

Continuing Board Service. (a) Executive has been advised by the Board Affairs and Corporate Governance Committee of the Company's Board of Directors (the "Committee") that the Committee presently intends to nominate the Executive for re-election as a director of the Company. During the Consulting Period (as defined in Section 6) Executive consents to be named by the Committee as a candidate for election to the Board of Directors and, if elected, to serve as a director of the Company, provided he is then able to carry out the duties and responsibilities of a director. Following Executive's Retirement Date, Executive shall be compensated for his services as a director of the Company in the same manner as other non-employee directors of the Company.
Sample 1
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Continuing Board Service. The Executive has been advised by the Nominating and Governance Committee of the Board (the “Governance Committee”) that the Governance Committee currently intends to nominate the Executive for re-election as a director of the Company at Holdings' 2013 annual meeting of stockholders (the “2013 Annual Meeting”). The Executive consents to be named as a candidate for re-election to the Board at the 2013 Annual Meeting and, if re-elected, to serve as a director of the Company. The Executive shall receive no additional compensation for serving as a director of the Company prior to the 2014 Annual Meeting.
Sample 1
Continuing Board Service. The parties acknowledge that Consultant currently serves, and will continue to serve, as a member of the Company’s Board of Directors and that her service as a consultant hereunder is independent of and in addition to such Board service and all related compensation arrangements.
Sample 1
Continuing Board Service. Except as provided below, vesting of Stock Appreciation Rights pursuant to the foregoing schedule shall occur on a Vesting Date only if Participant continues to serve on the Corporation’s Board from the Date of Grant to such Vesting Date. If the Participant ceases to serve on the Corporation’s Board at any time prior to the final Vesting Date, for any reason or no reason, with or without cause, except as provided below, all unvested Stock Appreciation Rights shall be forfeited immediately and automatically on the date that Participant's Board service is terminated, without payment of any consideration to Participant, and the Participant shall have no further rights with respect to such Stock Appreciation Rights.
Sample 1
Continuing Board Service. Notwithstanding any provisions of Section 1.1 (“Position, Duties, Responsibilities, Authority”) of the Employment Agreement to the contrary, Executive’s continuing service as a member of the Company’s Board of Directors (the “Board”) pursuant to the Certificate of Incorporation and Bylaws of the Company and applicable law and his “Vice Chairman” title in connection with such Board service shall not be affected this Amendment. Executive shall not receive any cash compensation for his Board service; however, Executive’s stock options will continue to be governed by (and will continue to vest in accordance with) the terms and conditions of the instruments evidencing such options and any plans under which they were issued.
Sample 1

Related to Continuing Board Service

  • Board/Committee Resignation Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Board (and any committees thereof) and the Board of Directors (and any committees thereof) of any of the Company’s affiliates.

  • Continuing Operation Except as specifically provided in this Section 10, the termination of Executive's employment or of this Agreement shall have no effect on the continuing operation of this Section 10.

  • Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

  • Termination Compensation Termination Compensation equal to two (2) times the Executive's Base Period Income shall be paid to the Executive in a single sum payment in cash on the thirtieth (30th) business day after the later of (a) the Control Change Date and (b) the date of the Executive's employment termination; provided that if at the time of the Executive's termination of employment the Executive is a Specified Employee, then payment of the Termination Compensation to the Executive shall be made on the first day of the seventh (7th) month following the Executive's employment termination.

  • Employment Period Compensation In consideration of the other provisions of this Agreement, and the Executive’s agreement to execute a Release Agreement, substantially in the form attached hereto as Exhibit B, in the event of his termination under relevant circumstances pursuant to which he would be paid severance benefits, ESC shall provide the Executive with the following payments and benefits, both those set forth in this section and elsewhere in this Agreement:

  • Severance Period For purposes of this Agreement, “Severance Period” means the period of time commencing immediately after Executive’s separation of service from the Company through the date that is six (6) months following such separation date, plus an additional two (2) months for every fully completed Year of Service; provided, however, that in all cases the Severance Period will end no later than on the twelve (12)-month anniversary of the date of Executive’s termination of employment.

  • Long-term Incentive Compensation Programs During the Employment Period, the Executive shall participate in all long-term incentive compensation programs (including, without limitation, programs providing for the grant of stock options and other equity-based awards) for key executives at a level that is commensurate with the Executive's participation in such plans immediately prior to the Effective Date, or, if more favorable to the Executive, at the level made available to the Executive or other similarly situated officers at any time thereafter.

  • Affiliate Compensation Except as set forth above in this Section 3.7, the Company shall not pay any Initial Stockholder or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination; provided that the Initial Stockholders shall be entitled to reimbursement from the Company for their reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

  • Payment of Continued Group Health Plan Benefits If you are eligible for and timely elect continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following your Involuntary Termination, the Company will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of your eligibility for continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Release, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the date of your Involuntary Termination, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for coverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

  • Consulting Compensation In consideration for the services to be provided by the Consultant pursuant to Section 1, above, the Consultant shall be compensated as follows:

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