Nonmanagement Director definition

Nonmanagement Director means a member of the Board who is not an officer or employee of Fannie Mae.
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Nonmanagement Director means a member of the Board who is not an officer or employee of the Corporation or a Subsidiary.
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Nonmanagement Director means each person who is a director of the Company and not otherwise employed by an Employer.
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Examples of Nonmanagement Director in a sentence

  • Notwithstanding the foregoing, the provisions of Articles VI and VII (except Sections 6.7 and 7.5) relating to Nonmanagement Director Awards shall be automatic and, to the maximum extent possible, self-effectuating.

  • On the first day of the Director Term in 2004 and in each subsequent year prior to the Plan Termination Date (each of which shall be the Award Date), there shall be granted automatically (without any action by the Board or the Committee) to each Nonmanagement Director then in office a Nonqualified Stock Option to purchase 4,000 shares of Common Stock.

  • The maximum number of Shares issuable pursuant to Awards that may be granted to a Non-management Director in any calendar year shall not exceed 20,000 Shares.

  • Unless otherwise provided by the Committee for Restricted Stock granted under Section 7.5, the restrictions on Restricted Stock granted under this Article VII shall lapse upon the NMD Participant’s membership on the Board terminating because of (i) Total Disability, (ii) death, or (iii) as to a Nonmanagement Director who is elected to the Board by the shareholders, not being renominated after reaching age 70.

  • Any Nonmanagement Director appointed or elected to office during a Director Term shall be granted automatically (without any action by the Board or the Committee) a Nonqualified Stock Option (the Award Date of which shall be the date such person takes office) to purchase the nearest whole number of shares of Common Stock equal to 4,000 multiplied by the number of partial or full calendar months remaining in the Director Term in which the Award is granted divided by 12.

  • Except for any Award pursuant to Section 7.2 granted to a Nonmanagement Director who is newly appointed or elected to the Board during the 2010-2014 cycle, no Award shall be granted after the Plan Termination Date.

  • One or more Options may be granted under this Article to any Eligible Participant or Nonmanagement Director.

  • Immediately, without the requirement of any notice, upon the occurrence of an act by an Optionee who is a Non-management Director which act is, with respect to the Company or an Affiliate, a fraud, intentional misrepresentation, embezzlement, misappropriation or conversion of the Company's or an Affiliate's assets or opportunities.

  • An Eligible Participant or Nonmanagement Director who has been granted an Award may, if otherwise eligible, be granted additional Awards if the Outside Board or the Board shall so determine.

  • On their initial election to the Board of Directors, each Non-management Director shall receive a pro-rata portion of an Annual Non-management Director Award based on a fraction, the numerator of which is the number of days remaining until the next scheduled Annual Meeting Date and the denominator of which is 365.

Related to Nonmanagement Director

  • Management Director means a Person selected in accordance with Article IV of this Agreement who shall have the powers and duties to manage the business and affairs of the Company and exercise its powers to the extent set forth in this Agreement, the Certificate and the Act. Each Management Director shall be a “manager” of the Company within the meaning of the Act.

  • Non-Management Director means any Person selected in accordance with Article IV of this Agreement who is not a Management Director.

  • shadow director means, in relation to a company, any person in accordance with whose directions or instructions the directors of the company are accustomed to act, but the person is not deemed to be a shadow director by reason only that the directors act on advice given by him in a professional capacity; and

  • Procurement Director or “System SCM Director” shall mean the System Director of Supply Chain Management who serves as chief procurement officer for the CCH.

  • Deputy Director means the Deputy Director of the Authority, as the case may be.

  • relevant director means any director or former director of the company or an associated company;

  • Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

  • Associate Director means the associate director of the

  • Employee Director means a member of the Board of Directors of the Company that is also an Employee of the Company.

  • Eligible Director means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “outside director” within the meaning of Section 162(m) of the Code.

  • Nonemployee Director means a Director who is not an Employee.

  • Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;

  • New Director means an individual whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the Date of Grant or whose election or nomination for election was previously so approved or recommended. However, “New Director” shall not include a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation relating to the election of directors of the Company.

  • Assistant Director means the Asstt. Director of the Authority, as the case may be.

  • Alternate Director means a person elected or appointed to serve, as the occasion requires, as a member of the board of a company in substitution for a particular elected or appointed director of that company;

  • Incumbent Director means a director who either (i) is a member of the Board as of the Effective Date or (ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but excluding a director who was elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company).

  • Director means a member of the Board.

  • Department Director means the director of the department of human rights.

  • Independent Directors means the members of the Board of Directors who are not officers or employees of the Manager.

  • Qualified Director means a person who, at the time action is to be taken under:

  • Designated Director means a person designated by the RE to ensure overall compliance with the obligations imposed under chapter IV of the PML Act and the Rules and shall include:

  • Athletic director means an individual responsible for administering the overall athletic program of an educational institution or, if an educational institution has separately administered athletic programs for male students and female students, the athletic program for males or the athletic program for females, as appropriate.

  • Community Development Director means the Director of City’s Department of Community Development or his or her designee.

  • Member Director means a Director elected or appointed pursuant to section 8(2)(a) of the Act and Section 5.02;

  • Eligible Directors means, with respect to a Regulated Fund and a Potential Co-Investment Transaction, the members of the Regulated Fund’s Board eligible to vote on that Potential Co-Investment Transaction under Section 57(o) of the Act (treating any registered investment company or series thereof as a BDC for this purpose).

  • Company Director means a member of the Board.