Outside Director definition

Outside Director means a Director who is not an Employee.

Outside Director means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.

Outside Director means a member of the Board of Directors who is not an Employee.

Examples of Outside Director in a sentence

• Each individual who is an Outside Director as of immediately following the First Effective Time automatically will be granted an award of Options (a “Closing Award”) to purchase 153,000 Shares.

• In any Fiscal Year, no Outside Director may be granted equity awards (including any Awards granted under the Plan), the value of which will be based on their grant date fair value determined in accordance with GAAP, and be provided any cash retainers or fees in amounts that, in the aggregate, exceed $750,000; provided that such amount is increased to $1,000,000 in the Fiscal Year of his or her initial service as an Outside Director.

• Each individual who is an Outside Director as of immediately following the Closing may make a Retainer Election with respect to the Cash Retainers payable to such Outside Director for Board services to be performed in the portion of Fiscal Year 2024 beginning as of the date of the Closing (the “Closing Date”) through the last day of such Fiscal Year (the “Initial Election”), as follows.

• Each individual who first becomes an Outside Director following the Closing Date may make a Retainer Election with respect to the Cash Retainers payable to such Outside Director for services to be performed in the Fiscal Year in which such individual first becomes an Outside Director (the “Initial Director Election”), as follows.

• In no event will the Company or any of its Parents or Subsidiaries have any responsibility, liability, or obligation to reimburse, indemnify, or hold harmless an Outside Director (or any other person) for any taxes imposed, or other costs incurred, as a result of Section 409A.

More Definitions of Outside Director

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

Outside Director means a member of the Board who is not an officer or employee of the Company.

Outside Director means a director of the Company who is an "outside director" within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder.

Outside Director means a member of the Board who is not an employee of the Company or any Parent or Subsidiary.

Outside Director means a member of the Board who is not an Employee. Service as an Outside Director shall be considered employment for all purposes of the Plan, except as provided in Section 4.1.

Outside Director means a member of the Board of Directors who is not a Common-Law Employee of the Company or of a Subsidiary.

Outside Director means a Director who either (i) is not a current employee of the Company or an "affiliated corporation" (as defined in the Treasury regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an affiliated corporation receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an affiliated corporation at any time, and is not currently receiving compensation for personal services in any capacity other than as a Director, or (ii) is otherwise considered an "outside director" for purposes of Section 162(m) of the Code.