Non-Employee Directors definition

Non-Employee Directors means that term as defined in Rule 16b-3 under the 1934 Act.

Non-Employee Directors means members of the Board who, at the time of execution of an Award Agreement, if applicable, and at all times thereafter while they continue to serve as a member of the Board, are not officers, senior executives or other employees of the Corporation or a Subsidiary, consultants or service providers providing ongoing services to the Corporation or its Affiliates;

Non-Employee Directors means directors of the Company who are not employees of the Company or its subsidiaries.

Examples of Non-Employee Directors in a sentence

• However, if the Board intends to satisfy such exemption requirements, with respect to any insider subject to Section 16 of the Exchange Act, the Committee shall be a compensation committee of the Board that at all times consists solely of two or more Non-Employee Directors.

• Except as otherwise determined by the Board, the Committee shall consist solely of two or more Non-Employee Directors.

• Nothing herein shall create an inference that an Award is not validly granted under the Plan in the event Awards are granted under the Plan by a compensation committee of the Board that does not at all times consist solely of two or more Non-Employee Directors.

• Within the scope of such authority, the Board or the Committee may delegate to a committee of one or more members of the Board who are not Non-Employee Directors the authority to grant Awards to eligible persons who are not then subject to Section 16 of the Exchange Act.

• Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or combination, and shall only be made to individuals who were not Employees or Non-Employee Directors prior to such acquisition or combination.(e)No Fractional Shares.

More Definitions of Non-Employee Directors

Non-Employee Directors means members of the Board who are also not employees of the Company.

Non-Employee Directors means those Directors who satisfy the definition of "Non-Employee Director" under Rule 16b-3(b)(3)(i) promulgated under the 1934 Act.

Non-Employee Directors means a member of a Board 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 member of a Board (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 Directors means individuals who qualify as such within the meaning of Rule 16b-3 under the Exchange Act (or any successor definition thereto).

Non-Employee Directors. Plan” means the Company’s 2003 Non-Employee Directors’ Stock Option Plan.

Non-Employee Directors. The qualifications of the persons serving as board members and the overall composition of the Board of Directors comply with the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of Nasdaq. At least one member of the Board of Directors qualifies as a “financial expert” as such term is defined under the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder and the rules of Nasdaq. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent” as defined under the rules of Nasdaq.

Non-Employee Directors means a member of the Board of Directors or a member of the board of directors of a Subsidiary, in each case, who is not a regular salaried employee of the Company or one of its Subsidiaries. For the purpose of Section 9 of the Plan, "Non-Employee Director" shall have the meaning set forth in Rule 16b-3(b)(3) under the Securities Exchange Act of 1934, as amended.