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. 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.
Chairman Emeritus. In recognition of Employee’s extraordinary contributions to the success of the Company, until Employee’s Retirement, he shall have the title “Chairman Emeritus” of the Company. Such title is an honorary title and shall not bestow any voting, attendance or other rights.
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. 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. 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."
Chairman Emeritus. Xx. Xxxx will be appointed to serve as Chairman Emeritus, USO effective July 15, 2011, for a one-year term commencing July 15, 2011, and renewable thereafter upon mutual agreement of the Company and Xx. Xxxx. In his capacity as Chairman Emeritus, USO, Xx. Xxxx will report directly to the Company’s President and Chief Executive Officer, and receive annual compensation of $150,000. Xx. Xxxx will be expected to work a minimum of 1,000 hours and will not receive additional compensation for services in excess of 1,000 hours.
Chairman Emeritus. Beginning on the date that Chairman ceases to serve on the Board for any reason (unless he is terminated or resigns under circumstances that would constitute “Cause” as such term is defined in the Company’s 2014 Equity Incentive Plan) and ending on the earlier to occur of (i) a Change in Control of the Company (as defined in the Company’s 2014 Equity Incentive Plan), or (ii) Chairman’s death, Chairman shall carry the title of “Chairman Emeritus” of the Company, which shall be a non-fiduciary role and shall carry with it no authority, duties or responsibilities, and for which Chairman shall receive no compensation of any kind.
Chairman Emeritus. In further recognition of Dx. Xxxxxx’x services for and contributions to the Company, the Board of Directors shall designate Dx. Xxxxxx with the title of “Chairman Emeritus,” which shall be a non-Board and a non-officer position. Unless specifically authorized by resolution duly adopted by the Board of Directors, Dx. Xxxxxx shall not act or hold himself out as a spokesman for, or representative of, the Company or its affiliates or subsidiaries, and Dx. Xxxxxx shall not have the power or authority to act for or bind the Company or its affiliates or subsidiaries in any way.
