Chairman Emeritus. If Xxxxxxx Xxxxx ceases to serve as a Director, he shall thereafter hold the title of Chairman Emeritus of the Board until his death, retirement or resignation. The Chairman Emeritus shall be entitled to attend meetings of the Board but shall not have any authority to vote at such meetings or otherwise to take any action binding on the Board or the Company in his capacity as Chairman Emeritus, except to the extent such authority is specifically delegated to him by the then-serving Board in compliance with the Company Articles and applicable Law.
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://thelearningxxxxxx.xxx/) xxx xxxxxxx xxxxxities 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. Commencing upon the expiration of the Initial Period and continuing thereafter for as long as Xxxxxxx shall live, Xxxxxxx'x shall cause Xxxxxxx 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, Xxxxxxx 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 & Xxxxxx Corporation, X.
Chairman Emeritus. Subject to any approvals and/or requirements of any Regulatory Authority relating to Bay and Bay Bank, and the continuing fiduciary duties of the boards of directors of Bay and Bay Bank, the Bay board of directors shall take such actions as may be necessary to appoint Xxxxx X. Xxxxxxx as Chairman Emeritus of Bay and of Bay Bank, to serve at the pleasure of such boards. In such capacities, Xx. Xxxxxxx shall serve in an advisory capacity only and shall not have or exercise voting power or power of final decision in matters concerning the business of Bay or Bay Bank.
Chairman Emeritus. Effective upon the Retirement Date, Executive has been designated by the Board as Chairman Emeritus and Special Advisor to the Chairman and the Chief Executive Officer, and shall retain such designation following the conclusion of his service as a member of the Board.
Chairman Emeritus. Wxxxxx 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 Wxxxxx is no longer an employee of the Company as of the Resignation Date. Wxxxxx will receive an honorarium at a rate of $50,000 per annum as Chairman Emeritus, payable bi-weekly during the period for which Wxxxxx continues to serve as Chairman Emeritus. Wxxxxx shall be entitled to continue to serve in the capacity of Chairman Emeritus for an initial term of seven years. The term of Wxxxxx’x service as Chairman Emeritus will be extended automatically for an additional year on each anniversary of the Resignation Date unless the Company notifies Wxxxxx prior to such anniversary that it is electing not to extend the term. Wxxxxx 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, Wxxxxx’x 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. The Board of Directors has created the honorary position of Chairman Emeritus of the corporation and has designated Xxxxxxx X. Xxxxx the Chairman Emeritus of the Board of Directors of the corporation in appreciation of his service as Chairman of the Board of Directors from the inception of the corporation in 1945 to the date of his retirement from the Board of Directors in 2001. Xx. Xxxxx'x appointment as Chairman Emeritus shall endure for the duration of his life during which he shall have the right to attend and observe all meetings of the Board of Directors.
