Rights and Benefits of the New Directors Sample Clauses

Rights and Benefits of the New Directors. The Company agrees that the New Directors shall receive (i) the same benefits of director and officer insurance, and any indemnity and exculpation arrangements available generally to the directors on the Board, (ii) the same compensation for his or her service as a director as the compensation received by other non-management directors on the Board with similar Board assignments, and (iii) such other benefits on the same basis as all other non-management directors on the Board, including having the Company (or its legal counsel) prepare and file with the SEC, at the Company’s expense, any Forms 3, 4, and 5 under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are required to be filed by each director of the Company.
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Rights and Benefits of the New Directors. The Company agrees that the New Directors shall receive (i) the same benefits of any indemnity and exculpation arrangements available generally to the directors on the Board, (ii) the same compensation for their service as directors as the compensation received by other non-management directors on the Board, and (iii) such other benefits on the same basis as all other non-management directors on the Board, including, without limitation, having the Company (or legal counsel) prepre and file with the SEC, at the Company’s expense, any Forms 3, 4 and 5 under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are required to be filed by virtue of transactions or events undertaken by such New Director personally (and not by the Stockholder) if such New Director has executed and delivered the Company’s standard form of power of attorney therefor. The New Directors expressly agree that they shall cooperate with the Company in obtaining and maintaining SEC filer codes, as necessary.
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Rights and Benefits of the New Directors. The Company agrees that each of the New Directors shall receive (i) the same benefits of director and officer insurance, and any indemnity and exculpation arrangements available generally to the directors on the Board, (ii) the same compensation for his service as a director as the compensation received by other non-management directors on the Board, and (iii) such other benefits on the same basis as all other non-management directors on the Board.
Sample 1
Rights and Benefits of the New Directors. The Company agrees that the New Directors shall receive (i) director and officer insurance and any indemnity and exculpation arrangements on the same basis as all other non-management directors on the Board; (ii) the same compensation for his or her service as a director as the compensation received by other non-management directors on the Board with similar Board assignments; and (iii) such other benefits on the same basis as all other non-management directors on the Board, including, but not limited to, having the Company (or its legal counsel) prepare and file with the SEC, at the Company’s expense, any Forms 3, 4, and 5 under Section 16 of the Exchange Act that are required to be filed by each director of the Company. (f)Size of the Board. The Company agrees that, without the unanimous approval of the Board or unless the Company enters into an arm’s length definitive agreement relating to a strategic transaction that contemplates an unaffiliated counterparty to such transaction being able to designate one or more persons to be appointed or nominated for election to the Board, during the period from the conclusion of the 2019 Annual Meeting until the end of the Standstill Period, the size of the Board shall not be increased beyond nine (9) members. 2.Actions by the Investor Group. (a)Withdrawal of Investor Group’s Advance Notice of Nomination. The Investor Group, on behalf of itself and its Affiliates, and each member thereof, shall immediately upon the New Directors being appointed to and seated on the Board, (i) irrevocably withdraws (and shall be deemed to have so withdrawn) the Nominating Notice, all director nominations contemplated thereby, and any and all related amendments, supplements, notices, and other materials submitted to the Company in connection therewith; (ii) agrees not to deliver to the Company or any representative thereof any notices of nominations, business or stockholder proposals with respect to any meeting of the Company’s stockholders during the Standstill Period (as defined below); and (iii) agrees not to bring any nominations, stockholder proposals, or other business before or at the 2019 Annual Meeting or at any time thereafter during the Standstill Period. Effective immediately following the execution of this Agreement, the Investor Group shall, and shall cause each of its principals, employees, Affiliates, agents, and other representatives to, cease all efforts, direct or indirect, in furtherance of the nomination, contest...
Sample 1

Related to Rights and Benefits of the New Directors

  • Rights and Benefits In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if the Indemnitee is not a director or officer but is a key employee.

  • Severance Compensation and Benefits Not in Derogation of Other Benefits Anything to the contrary herein contained notwithstanding, the payment or obligation to pay any monies, or granting of any benefits, rights or privileges to Executive as provided in this Agreement shall not be in lieu or derogation of the rights and privileges that the Executive now has or will have under any plans or programs of or agreements with the Company, except that if the Executive received any payment hereunder, the Executive shall not be entitled to any payment under the Company’s severance policy for officers and directors.

  • Salaries and Benefits (i) Seller shall be responsible for (A) the payment of all wages and other remuneration due to Active Employees with respect to their services as employees of Seller through the close of business on the Closing Date, including pro rata bonus payments and all vacation pay earned prior to the Closing Date; and (B) the payment of any termination or severance payments and the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA.

  • Employees and Benefits With respect to Employee Benefit Plans, credit for service accrued by Continuing Employees (and eligible dependents) for employment with Stonepath and/or the Company prior to the Closing Date shall be recognized (except to the extent necessary to prevent duplication of benefits), any pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under a similar or corresponding Stonepath Employee Benefit Plan) and eligibility waiting periods applicable to any Continuing Employee shall be waived, and employees shall be given credit for amounts paid or vesting under any Stonepath or Company Employee Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable Employee Benefit Plan of Purchaser. With respect to 401(k) plan matters, Continuing Employees shall be eligible to participate in the Company 401(k) plan to be created by Purchaser, effective within 60 days after the Closing Date. Prior to Closing, the Parties will agree on a list of employees that will be terminated by Stonepath and hired by Purchaser at Closing ("Continuing Employees"). Provided that the Company has established medical plans for the Continuing Employees as of the Closing Date, all such Continuing Employees shall be terminated from Stonepath's Employee Benefit Plans as of the Closing Date, pursuant to Applicable Law, and be covered by Purchaser's plans, including medical coverage, thereafter. To the extent the Purchaser does not have new plans in place on the Closing Date, Stonepath shall continue to maintain coverage for the Continuing Employees for the remainder of the month of the Closing Date at Purchaser's expense, including any expenses of administration. The estimated reimbursement for such medical coverage as determined by Stonepath shall be paid by Purchaser to Stonepath prior to the date that it is due from Stonepath, with an actual reconciliation to follow within thirty (30) days of the delivery to Purchaser of documentation of actual costs.

  • Employees and Benefit Plans (a) From and after the Effective Time, Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the "Company Employees") with at least the types and levels of employee benefits (including employee contribution levels) comparable in the aggregate to those maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable benefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of eligibility to participate, vesting and for level of benefits including, but not limited to, severance benefits, vacation entitlement and applicability of minimum waiting periods for participation (but not for benefit accrual under any defined benefit plan (including minimum pension amount) and not for participation in the Brookline Bank Employee Stock Ownership Plan) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer's health and similar plans, Buyer shall not treat any employee of the Company or any of its Subsidiaries as a "new" employee for purposes of any exclusions under any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries immediately prior to the Effective Time, and any deductibles, co-payments or out-of-pocket expenses paid under any of the Company's or any of its Subsidiaries' health plans shall be credited towards deductibles, co-payments or out-of-pocket expenses under Buyer's health plans upon delivery to Buyer of appropriate documentation, subject to the terms and conditions of the applicable Buyer Employee Program.

  • ADDITIONAL COMPENSATION AND BENEFITS The Executive shall receive the following additional compensation and welfare and fringe benefits:

  • Executive Compensation Plans Executive shall be entitled during the Term to participate, without discrimination or duplication, in executive compensation plans and programs intended for general participation by senior executives of the Bank, as presently in effect or as they may be modified or added to by the Bank from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation any stock option plans, plans under which restricted stock/restricted stock units, performance-based restricted stock/restricted stock units or performance-accelerated restricted stock/restricted stock units (collectively, “stock plans”) may be awarded, other annual and long-term cash and/or equity incentive plans, and deferred compensation plans. The Bank makes no commitment under this Section 5(a) to provide participation opportunities to Executive in all plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive.

  • Compensation and Benefits As compensation for all services performed by the Executive under and during the term hereof and subject to performance of the Executive’s duties and of the obligations of the Executive to the Company and its Affiliates, pursuant to this Agreement or otherwise:

  • Compensation and Benefits Upon Termination of Employment (a) If the Company shall terminate the Executive's employment after a Change in Control other than pursuant to Section 3(b), 3(c) or 3(d) and Section 3(f), or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive, as severance compensation and in consideration of the Executive's adherence to the terms of Section 5 hereof, the following:

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