Chairman Emeritus Sample Clauses

Chairman Emeritus. To recognize Ridge’s services and contributions to the Company for over three decades, the Board will create an honorary position with the title of “Chairman Emeritus.” Following the ASM, Ridge may adopt the use of “Chairman Emeritus”, which shall be a non-Board, non-officer and non-fiduciary position. Accordingly, the Chairman Emeritus position shall carry with it no authority, duties or responsibilities, including no director voting power and no participation in board, committee or management meetings, and the Chairman Emeritus shall receive no compensation or benefit of any kind. Unless specifically authorized by resolution duly adopted by the Board, Ridge shall not act or hold himself out as a spokesman for, or representative of, the WD-40 Companies, and Ridge shall not have the power or authority to act for or bind the WD-40 Companies in any manner. However, Ridge may publicly represent his position as Chairman Emeritus, including, but not limited to, online (e.g., LinkedIn or https://thelearning▇▇▇▇▇▇.▇▇▇/) ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ities related to The Learning Moment, Inc. Ridge may remain Chairman Emeritus until the earlier of his death, resignation, disability or revocation by the Board. 

Chairman Emeritus. Beginning on the date Executive ceases to serve on the Board for any reason (unless he is terminated or resigns under circumstances that would constitute Cause) and ending on the earlier to occur of (i) a Change in Control or (ii) Executive’s death, Executive shall carry the title of Chairman Emeritus of the Company, which shall be a non-fiduciary role and shall carry with it no rights (including no right to attend meetings of the Board), authority, duties or responsibilities, and for which Executive shall receive no compensation.

Chairman Emeritus. W▇▇▇▇▇ hereby accepts the position of Chairman Emeritus effective as of the Resignation Date. The parties acknowledge that this is an honorary position and not an employment position with the Company, and that W▇▇▇▇▇ is no longer an employee of the Company as of the Resignation Date. W▇▇▇▇▇ will receive an honorarium at a rate of $50,000 per annum as Chairman Emeritus, payable bi-weekly during the period for which W▇▇▇▇▇ continues to serve as Chairman Emeritus. W▇▇▇▇▇ shall be entitled to continue to serve in the capacity of Chairman Emeritus for an initial term of seven years. The term of W▇▇▇▇▇’▇ service as Chairman Emeritus will be extended automatically for an additional year on each anniversary of the Resignation Date unless the Company notifies W▇▇▇▇▇ prior to such anniversary that it is electing not to extend the term. W▇▇▇▇▇ may terminate his position as Chairman Emeritus at any time upon thirty days written notice, which shall be provided to the Company’s then current Chairman of the Board. In any event, W▇▇▇▇▇’▇ term as Chairman Emeritus shall terminate upon (a) his disability (as defined in the Company’s long-term disability plan in effect from time to time) or death, (b) his conviction of, or the entry of a pleading of guilty or nolo contendere to, any crime involving moral turpitude or any felony, or (c) the reasonable determination of the Board that he has materially breached the provisions of this Agreement, the Standard Agreement (as defined below) or the Consulting Agreement.

Chairman Emeritus. (a) Upon conclusion of this Agreement, except termination for Cause or death, the Parties agree that Executive shall assume the position of Chairman Emeritus. In that capacity, Executive shall have no day to day operational duties, however, will engage in public speaking and writing as the retired founder and chairman of the Company and shall make herself reasonably available for major Company events. In that capacity, Executive shall be entitled to all of the same benefits and stock option incentives as set forth above, with the exception that Executive shall not be entitled to receive salary and bonuses. In addition, for a 24 month period following designation of Executive as Chairman Emeritus, the Company shall offer Executive the option of purchasing its' "Empire House" facility in Park City, Utah at its then current fair market value or 120% of its present fair market value, whichever is lower. Should this option be exercised, the Parties agree to enter a separate agreement with respect to that sale and purchase. (b) Not later than sixty (60) days after termination of employment pursuant to 10.2 above or designation of Executive as Chairman Emeritus, the Company shall remit to Executive a lump sum (the "Severance Payment") in an amount exactly equal to three times her annual base salary and bonus paid for the immediately preceding fiscal year of the Company.

Chairman Emeritus. At any time during the Term, Executive may resign as Executive Chairman or the Board may remove Executive as Executive Chairman (and from such other executive capacities in which Executive is then serving) for any or no reason. In such event, Executive shall be appointed Chairman Emeritus of the Company. As Chairman Emeritus, Executive shall, to the extent reasonably practicable, attend in person or remotely and participate in an advisory capacity in all Board meetings and those committee meetings for which his attendance is requested by the Board and shall consult with and advise the Board and perform such other tasks and duties as requested by the Board. As Chairman Emeritus, Executive shall be entitled to the compensation and benefits provided in Section 4.

Chairman Emeritus. Commencing upon the expiration of the Initial Period and continuing thereafter for as long as ▇▇▇▇▇▇▇ shall live, ▇▇▇▇▇▇▇'▇ shall cause ▇▇▇▇▇▇▇ to be nominated for the honorary title of Chairman Emeritus of the Board and shall use its best efforts to secure such election. Notwithstanding the foregoing, ▇▇▇▇▇▇▇ may, at his option, decline or refuse such title, or resign from such position, at any time without loss of any other benefit pursuant to this Agreement.

Chairman Emeritus since May 2002, Chairman of the Board from May Director 1985 to May 2002, Chief Executive Officer from January 1983 to November 2000, and President from December 1979 to June 1999 of Ryder System, Inc., a provider of transportation and logistics services. Director of The Black & ▇▇▇▇▇▇ Corporation, ▇.

Chairman Emeritus. The Board hereby appoints Executive, effective from the Transition Time, as Chairman Emeritus of the Board.

Chairman Emeritus. The Executive shall report directly to the Chief Executive Officer of the Company or, as applicable, to the Board of Directors of the Company (the `Board'). The Executive's services hereunder shall be performed on a part-time basis at the Company's offices located in New York City except for travel reasonably required to perform such services. During the Term of Employment (as hereinafter defined), the Executive shall work as an employee hereunder the equivalent of at least 10 full business days each month. It shall not be a violation of this Agreement for the Executive to manage his personal finances, investments and business affairs, or to engage in or serve such civic, community, charitable, education, religious and similar type activities and organizations as he may select, or to serve as a director of a reasonable number of business corporations, so long as such activities do not impact the performance of the Executive's duties and responsibilities hereunder, and so long as no such service as a director is inconsistent with his positions and duties hereunder. During the Term of Employment, Company management will recommend that the Executive be slated for election as a member of the Board."