Non-Employee Director definition

Non-Employee Director means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

Non-Employee Director means a member of the Board who is not an Employee.

Non-Employee Director means a member of the Board who is not also an employee of the Company or any Subsidiary.

Examples of Non-Employee Director in a sentence

• Each option granted pursuant to the Plan shall be evidenced by a Stock Option Agreement ("Option Agreement"), in such form as the Committee shall require, between the Company and the Non-Employee Director to whom the option has been granted (the "Optionee").

• The Administrator may designate any of the following as a Participant from time to time, to the extent of the Administrator’s authority: any officer or other employee of the Company or its Affiliates; any individual that the Company or an Affiliate has engaged to become an officer or employee; any consultant or advisor who provides services to the Company or its Affiliates; or any Director, including a Non-Employee Director.

• Notwithstanding any other provision of the Plan, the Committee, in its discretion, may provide for the continuation of any Award for such period and upon such terms and conditions as are determined by the Committee in the event that a Participant ceases to be an Employee, Consultant or Non-Employee Director.

• EXECUTIVE COMPENSATION COMPENSATION OF DIRECTORS Each Non-Employee Director of the Company receives (i) a fee of $1,500 for each Board meeting attended, (ii) a fee of $750 for each Board meeting in which such director participates by telephone, (iii) except when held on the same day as a Board meeting, a fee of $750 for each Board Committee meeting attended and (iv) a fee of $400 for each Board Committee meeting in which such director participates by telephone.

• Nothing contained in this Plan (nor in any option granted pursuant to this Plan) shall confer upon any Non-Employee Director any right to continue as a member of the Board or constitute any contract or agreement or interfere in any way with the right of the Company to remove such Non-Employee Director from the Board.

More Definitions of Non-Employee Director

Non-Employee Director means a Director who is not an Employee.

Non-Employee Director means a Director of the Company who is not an Employee.

Non-Employee Director means a member of the Board who qualifies as a “Non-Employee Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor definition adopted by the Board.

Non-Employee Director means a Director who is a “non-employee director” within the meaning of Rule 16b-3.

Non-Employee Director means a member of the Board who is not an employee of the Company or any Affiliate.

Non-Employee Director means a Director who is not an Employee of the Company or any Parent or Subsidiary.

Non-Employee Director means a Director of the Company who either (i) is not a current Employee or Officer of the Company or its parent or a subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or a subsidiary for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)) and does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.