Outside Directors definition

Outside Directors means members of the Board who are not officers of the Company or any of its Subsidiaries and who are not Acquiring Persons or representatives, nominees, Affiliates or Associates of Acquiring Persons.

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Outside Directors means members of the Board of Directors of the Corporation who are classified as "outside directors" under Section 162(m) of the Code.

Outside Directors means those directors on the Company's Board of Directors at any time who are not otherwise Affiliates of or employed by the Company.

Examples of Outside Directors in a sentence

• Only Employees, Consultants and Outside Directors shall be eligible for the grant of Awards.

• The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Employees, Outside Directors and Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and Consultants with exceptional qualifications and (c) linking Employees, Outside Directors and Consultants directly to stockholder interests through increased stock ownership.

• The number of NSOs, SARs, Restricted Shares or Stock Units to be granted to Outside Directors in lieu of annual retainers and meeting fees that would otherwise be paid in cash shall be calculated in a manner determined by the Board.

• Outside Directors of the Company are self-employed and not subject to tax withholding.

• The principal counsel for Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of such Indemnitees.

More Definitions of Outside Directors

Outside Directors shall have the meaning set forth in Section 11(a)(ii) hereof.

Outside Directors means members of the Board who are not employees of the Company, and shall include non-voting advisory directors to the Board.

Outside Directors means outside directors within the meaning of Code Section 162(m).

Outside Directors means the Continuing Directors who are not officers of the Company.

Outside Directors an “Outside Director” as of a given date, shall mean a member of the Company’s board of directors who has been a director of the Company throughout the six month period prior to such date and who has not been an employee of the Company at any time during such six month period.

Outside Directors means directors of CMS Energy who are not employed by CMS Energy or a Subsidiary and satisfy the requirements of an "Outside Director" under Code Section 162(m).

Outside Directors means “outside directors” within the meaning of Code Section 162(m) and the Treasury regulations promulgated thereunder.