Directors Plan Sample Clauses

Directors Plan. CoBancorp has adopted and maintains the Directors Deferred Income Plan ("Directors Plan") for its directors. CoBancorp agrees that as of the date of this Agreement it will not amend or make any changes to the terms or conditions of such Directors Plan. As of the Effective Time, accruals under the Directors Plan shall cease other than earnings on account balances, participants shall be vested in their accrued benefits as of such date and FirstMerit agrees to assume the liabilities under the Directors Plan as of such date.
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Directors Plan. Effective as of or before the Distribution Date, Baxalta shall establish the Baxalta Directors’ Plan, with terms and funding arrangements substantially similar to those of the Baxter Directors’ Plan as of the Distribution Date. The Parties shall use commercially reasonable efforts to take all actions necessary or appropriate so that each outstanding Baxter Option or Baxter RSU Award granted under the Baxter Directors’ Plan shall be adjusted or converted as set forth in this Section 6.04. For the avoidance of doubt, the remainder of this Section 6.04 applies only to grants (including those Baxter RSU Awards deferred pursuant to the Baxter Directors’ DCP) made under the Baxter Directors’ Plan (or any successor or predecessor plan), while Section 6.01 is intended to apply to other programs included within the Baxter Stock Programs.
Directors Plan. Directors Plan" shall have the meaning given in Section 4.5 hereof.
Directors Plan. The Employee shall be entitled to participate in the Company’s Directors’ Plans in effect from time to time. The Employee shall not be entitled to receive fees for attendance at meetings of the Board or of any committees thereof.
Directors Plan. 5.3(a) Dividend Equivalent Rights.................................. 5.3(b) DRULPA...................................................... 3.1(a) E&P......................................................... 4.22
Directors Plan. Company shall take all action necessary to (i) cause any awards under the Directors Plan for any period beginning January 1, 2002 to be in the form of cash only (ii) to terminate the Directors Plan and to issue and distribute all shares of Company Common Stock awarded and earned under the Directors Plan effective prior to the Effective Date and (iii) to cause all unearned awards of Company Common Stock under the Directors Plan to terminate prior to the Effective Date.
Directors Plan. The Company shall have taken the actions required by paragraph 4(q).
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Directors Plan. 3 Section 1.18. DISSENTING SHARES......................................................................3 Section 1.19.
Directors Plan. Immediately on or prior to the Effective Time, Central Kentucky shall, in cooperation with Kentucky First, terminate the Central Kentucky Federal Savings Bank Retirement Plan for Non-Employee Directors, and the amounts due thereunder shall be paid in a lump sum to the participants therein on the Effective Time, in accordance with the terms of the plan and Section 409A of the Code.

Related to Directors Plan

  • 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.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Board of Directors Approval Seller shall have received the approval of its board of directors to the transactions contemplated by this Agreement.

  • The Board of Directors AGREES TO—

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • 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.

  • 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.

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

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

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