Non-Employee Directors. Notwithstanding any contrary provision of this Section 3, the Board shall administer Section 9 of the Plan, and the Committee shall exercise no discretion with respect to Section 9. In the Board’s administration of Section 9 and the Awards and any Shares granted to Non-employee Directors, the Board shall have all of the authority and discretion otherwise granted to the Committee with respect to the administration of the Plan.
Non-Employee Directors. The reference to "eight (8)" relating to the number of non-employee directors in Section 1.1(f) is deleted and replaced with a reference to "nine (9)".
Non-Employee Directors. The number of members of the Committee may from time to time be increased or decreased, and shall be subject to such conditions, in each case if and to the extent the Board deems it appropriate to permit transactions in Shares pursuant to the Plan to satisfy such conditions of Rule 16b-3.
Non-Employee Directors. Each Non-employee Director shall be granted an Option to purchase 50,000 Shares (an “Initial Grant”) on the later of the Effective Date of the Plan or the date of the Non-employee Director’s appointment or election as a Non-employee Director. Beginning on the first business day after the second Annual Meeting of Stockholders following, the Non-employee Director’s appointment or election, and on the first business day after each Annual Meeting of Stockholders thereafter, for so long as the Non-employee Director serves as such, he or she annually shall be granted an Option for an additional 5,000 Shares (each a “Subsequent Grant”), but only if the Non-employee Director has continuously served as such through the Grant Date.
Non-Employee Directors. Effective as of the Distribution Date, ---------------------- Current Options held by non-employee directors of Varian Associates, Inc. who so elect prior to the Distribution Date will be exchanged for Converted Options. Non-employee directors of Varian Associates, Inc. who do not elect to receive Converted Options will receive Adjusted Options. Converted Options shall be subject to the same vesting and expiration terms and substantially the same other terms applicable to the Current Options to which they relate.
Non-Employee Directors. In the case of an Optionee who is a non-employee Director of the Company, if such Optionee should cease (for any reason) to serve as a member of the Board of Directors while any portion of the NSO Option granted to him remains exercisable, then such Optionee (or his successor, in the event of the Optionee's death or legal incapacity) may exercise the option during a period of up to one (1) year following the cessation of his service as a Director (or such other period determined by the Committee, but in no event after the option has expired) with respect to any shares as to which the Optionee could have exercised the option on the date when he ceased to serve as a Director of the Company, or with respect to such greater number of shares as determined by the Committee up to the total number of shares subject to the option.
Non-Employee Directors. Effective as of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the respective stockholders thereof, each Company Option (or portion thereof and whether vested or unvested) held, as of immediately prior to the Effective Time, by a Non-Employee Director shall vest in full and all restrictions, forfeiture conditions and repurchase rights with respect thereto shall lapse, and each such Company Option shall be converted into the right to receive an amount equal to the product of (x) the number of shares of Company Capital Stock underlying such Company Option multiplied by (y) the excess of (1) the consideration specified in Section 1.6(b)(i) for Company Capital Stock (subject to the withholdings contemplated by Sections 1.6(b)(i) and 1.7(a)) minus (2) the exercise price per share of such Company Option.
Non-Employee Directors. Each NTELOS Option and NTELOS Restricted Stock Award outstanding under the NTELOS Stock Plans at the Distribution Time which is held by any non-employee director of NTELOS who remains on the Board of Directors of NTELOS immediately after the Distribution Time shall continue after the Distribution Time as a Remaining NTELOS Option or Remaining NTELOS Restricted Stock Award, respectively, pursuant to the NTELOS Stock Plans and subject to the same general terms and conditions after the Distribution as the terms and conditions applicable to the equity incentive award prior to the Distribution but shall be adjusted by action of the NTELOS Committee in the same manner as described above for Remaining NTELOS Options and Remaining NTELOS Restricted Stock Awards held by any Person other than a Wireline Employee or Joint Service Employee. Each NTELOS Option and NTELOS Restricted Stock Award outstanding under the NTELOS Stock Plans at the Distribution Time which is held by any non-employee director of NTELOS who transfers to the Board of Directors of Wireline immediately after the Distribution Time shall be converted as of the Distribution Time into a Wireline Option or Wireline Restricted Stock Award, respectively, pursuant to the Wireline Equity Incentive Plan and subject to the same general terms and conditions after the Distribution as the terms and conditions applicable to the equity incentive award prior to the Distribution but adjusted by action of the Wireline Committee in the same manner as described above for Wireline Options or Wireline Restricted Stock Awards held by any Wireline Employee (other than a Joint Service Employee). The Parties hereby acknowledge that any Cause provisions applicable to any non-employee director with respect to NTELOS Options, NTELOS Restricted Stock Awards, Wireline Options and Wireline Restricted Stock Awards shall continue in full force and effect following the Distribution. Additionally, the other terms of this Section 14 applicable to NTELOS Options, NTELOS Restricted Stock Awards, Wireline Options and Wireline Restricted Stock Awards held by any NTELOS Employee, Wireline Employee, Former Wireline Employee, Former NTELOS Employee, Delayed Transfer Employee or NTELOS Delayed Transfer Employee will be applicable with respect to any NTELOS Options, NTELOS Restricted Stock Awards, Wireline Options and Wireline Restricted Stock Awards held by any non-employee director of NTELOS or Wireline.
Non-Employee Directors. Notwithstanding the provisions of Section 7.1 of this Article VII, the Corporation does not renounce any interest or expectancy it may have in any corporate opportunity that is offered to any non-employee director, if such opportunity is expressly offered to such non-employee director (or his or her affiliates) solely in, and as a direct result of, his or her capacity as a director of the Corporation.
Non-Employee Directors. THIS AGREEMENT (this “Agreement”) is made by and between HANGER, INC., a Delaware corporation (the “Company”), and the non-employee director (the “Non-Employee Director”) identified on the Company’s online electronic list of persons to whom a grant of restricted stock units has been made by the Company.
