The Compensation Committee of the Board Sample Clauses

The Compensation Committee of the Board of Directors shall have the authority to administer and interpret the provisions of this deferred compensation agreement and the Plan.
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The Compensation Committee of the Board of Directors, in its sole discretion, may accelerate the vesting of some or all unvested Shares in the event Employee’s employment is terminated for reasons other than “cause.” For purposes of this Agreement “cause” means termination because Employee (A) is indicted for committing a felony or a decision or determination is rendered by any court or governmental authority that Employee has committed any act involving fraud, dishonesty, breach of trust or moral turpitude, (B) willfully breaches Employee’s duty of loyalty to, or commits an act of fraud or dishonesty, upon the Company, one of its Subsidiaries or affiliates, including a Fertility Centers Division Partner or a Vein Clinic, (C) demonstrates gross negligence, willful misconduct or insubordination, (D) in the reasonable judgment of the Board of Directors, engages in personal misconduct of such a material nature as to render Employee’s presence as an executive of the Company detrimental to the Company and its reputation, (E) commits a material breach of or default under Employee’s employment duties, and Employee fails to cure such breach or default within ten (10) days after prior written notice thereof from the Company, or (F) commits a material breach of, or default under, any non-disclosure, confidentiality, non-competition, non-enticement of Executives (including non-solicitation, non-employment, non-retention or non-engagement of Executives) or similar agreement, obligation or covenant heretofore or hereafter entered into with or for the benefit of the Company.
Sample 1

Related to The Compensation Committee of the Board

  • 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.

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

  • Benefits Committee As per LOA#10, a benefits committee comprised of the employee representatives and the employer representatives, including the Crown, shall convene upon request to address all matters that may arise in the operation of the OSSTF ELHT.

  • Delegation; Committees The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things, including any matters set forth in this Declaration, and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Trustees as the Trustees shall determine from time to time except to the extent action by the entire Board of Trustees or particular Trustees is required by the 0000 Xxx.

  • 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.

  • TRANSITION COMMITTEE 8.1.0 A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Executive Compensation Until such time as the Investor ceases to own any debt or equity securities of the Company acquired pursuant to this Agreement or the Warrant, the Company shall take all necessary action to ensure that its Benefit Plans with respect to its Senior Executive Officers comply in all respects with Section 111(b) of the EESA as implemented by any guidance or regulation thereunder that has been issued and is in effect as of the Closing Date, and shall not adopt any new Benefit Plan with respect to its Senior Executive Officers that does not comply therewith. “Senior Executive Officers” means the Company's "senior executive officers" as defined in subsection 111(b)(3) of the EESA and regulations issued thereunder, including the rules set forth in 31 C.F.R. Part 30.

  • Mandate of the Committee The mandate of the Education Worker Diverse and Inclusive Workforce Committee is to jointly explore and identify best practices that support diversity, equity, inclusion and to xxxxxx diverse and inclusive workforces reflective of Ontario’s diverse communities.

  • Annual Incentive Compensation (a) The Executive shall be eligible to receive annual bonus compensation, if any, as may be determined by, and based on performance measures established by, the Board of Directors upon the recommendation of the Compensation Committee of the Board of Directors (the “Committee”) consistent with the Employer’s strategic planning process and in consultation with the Executive, pursuant to any incentive compensation program as may be adopted from time to time by the Board of Directors, based on recommendations by the Committee (an “Annual Bonus”).

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