Common use of Director Programs Clause in Contracts

Director Programs. RemainCo shall retain responsibility for the payment of any fees payable in respect of service on the RemainCo Board of Directors that are payable but not yet paid as of the Employee Transfer Date, including responsibility for the fees payable under the Amended and Restated Compensation Plan for Non-Employee Directors, and SpinCo shall not have any responsibility for any such payments. Until the first annual meeting of RemainCo following the Distribution Date, RemainCo shall continue to maintain the Amended and Restated Compensation Plan for Non-Employee Directors on the substantially the same terms and conditions as in effect immediately prior to the Distribution Date, except for such modifications that are required to comply with applicable law or necessary and appropriate to reflect the Distribution. Until the first annual meeting of SpinCo following the Distribution Date, SpinCo shall maintain a non-employee director compensation plan containing terms and conditions substantially the same as RemainCo’s Amended and Restated Plan for Non-Employee Directors as in effect immediately prior to the Distribution Date, except for such modifications that are required to comply with applicable law or necessary and appropriate to reflect the Distribution.