Director Committee definition
Examples of Director Committee in a sentence
Before the Compensation Committee determines whether Executive engaged in gross negligence or willful misconduct that caused or substantially caused the need for the substantial restatement, it shall provide to Executive written notice and the opportunity to be heard, at a meeting of the Independent Director Committee (which may be in-person or telephonic, as determined by the Independent Director Committee).
The Annual Incentive Compensation will be based on the achievement of Company and individual performance goals to be established by the Independent Director Committee, with annual target incentive bonuses of not less than 50% of the Base Annual Salary.
The Joint Director Committee shall meet and use its best efforts and negotiate with each other in good faith and understanding of the Parties mutual interests to reach a just and equitable resolution to the Dispute within ten (10) Business Days of such referral.
During the Specified Period, subject to compliance with the applicable Independent Director Requirement, all vacancies on the Board of Directors of the Corporation created by the cessation of service of a Knight Director shall be filled by a nominee proposed by the Knight Director Committee, and all vacancies on the Board of Directors of the Corporation created by the cessation of service of a GETCO Director shall be filled by a nominee proposed by the GETCO Director Committee.
The Common Stock Director Committee shall, to the fullest extent permitted by law, have the power and authority to take all such actions as are specified in the Certificate of Incorporation or these Bylaws as to be taken by the Common Stock Directors (or a committee consisting solely of Common Stock Directors) and such other powers as may be delegated to such committee from time to time by resolution adopted by the Board of Directors.
Thereafter the Continuing Directors shall be designated by the Continuing Director Committee, including in the event of any vacancy created by the removal, inability to serve or resignation of any Continuing Director.
Unless the Board of Directors otherwise provides (and in any case with respect to the Series B Director Committee), each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business.
Unless otherwise specified in the resolution of the Board of Directors designating a committee (and in any case with respect to the Series B Director Committee), at all meetings of such committee a majority of the total number of 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.
In addition to the Series B Director Committee and the Common Stock Director Committee, the Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation.
The Independent Directors shall have, and Parent shall cause the Independent Directors to have, the authority to retain such counsel (which may include current counsel to the Company or the Company Board) and other advisors at the expense of the Company as determined by the Independent Director Committee, and the authority to institute any action on behalf of the Company to enforce performance of this Agreement.