COMPENSATION AND ORGANIZATION COMMITTEE Sample Clauses

COMPENSATION AND ORGANIZATION COMMITTEE. By GUY A. OSBORN Guy A. Osborn, Chxxxxxx EXHIBIT A NOTICE: Various State and Federal laws, including Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans With Disabilities Act and the Veterans Reemployment Rights Act, prohibit employment discrimina- tion based on age, sex, race, color, national origin, religion or disability or veteran status. These laws are enforced through the Equal Opportunity Employment Commission (EEOC), the United States Department of Labor and state human rights commissions, or similar agencies. Before executing this General Release, you should review it carefully and consult with your lawyer. You have up to twenty-one (21) days to decide whether you wish to sign it. Further, you may revoke this General Release within seven (7) days following execution and this General Release shall not become effective or enforceable until that revocation period has expired. Any revocation must be in writing and must be received by David R. Almond, Xxxxxx Xxxx Xxxsident, General Counsel and Secretary, Fleming Companies, Xxx., 6301 Waterford Boxxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, xxxxxx xxx xxxxn-day period following execution of this General Release. ----------------------------------------------------------------- GENERAL RELEASE In consideration of the terms and provisions of the Settlement and Severance Agreement and other consideration offered to me by Fleming Companies, Xxx. ("Fleming") as descxxxxx xherein entered into as of August 28, 1998 (the "Agreement"), and the benefits I will receive thereunder, I, on behalf of myself and my heirs, successors and assigns, release and discharge Fleming, its parexx, xxxcessors, affiliates, subsidiaries, partners, employees, officers, directors and agents (hereinafter referred to collectively as the "Company") from all claims, liabilities, demands and causes of action known or unknown, fixed or contingent, which I may now have or claim to have against the Company as a result of my past employment and the termination of that relationship with the Company or otherwise with respect to any acts, omissions or events occurring prior to the execution of this General Release, and do hereby covenant not to file a lawsuit to assert such claims. This includes but is not limited to claims arising under Federal, State, or local laws prohibiting employment discrimination (including the Age Discrimination in Employment Act), relating to any prior written or oral contracts...
Sample 1
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COMPENSATION AND ORGANIZATION COMMITTEE. Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint Mx. Xxxx to the Compensation and Organization Committee of the Board and to appoint Sxxxxx X. Xxxxxxxxx as its Chairperson. Subject to NYSE rules, applicable law and the applicable directors’ service on the Board, unless otherwise agreed by the Compensation and Organization Committee, (i) as of immediately following the execution of this Agreement, the Compensation and Organization Committee shall be comprised of Mx. Xxxx, Sxxxxx X. Xxxxxxxxx, Rxxxxx X. Routs and Cxxxxxxx X. Xxxxxxx, and (ii) as of immediately following the 2020 Annual Meeting and through the remainder of the Standstill Period, the Compensation and Organization Committee shall be comprised of the individuals specified in clause (i) other than any such individuals who are not part of the 2020 Slate unless the Board determines to add an Independent Appointee to the Compensation and Organization Committee in accordance with Section 1(c)(vii).
Sample 1

Related to COMPENSATION AND ORGANIZATION COMMITTEE

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board.

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board.

  • Committees (i) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees.

  • Determination and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a manager, partner, officer or employee of the Adviser or the Administrator is or becomes a director, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, officer or employee of the Adviser or the Administrator or under the control or direction of the Adviser or the Administrator, even if paid by the Adviser or the Administrator.

  • Committee Committee means the Compensation Committee of the Board.

  • COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES Section 1. Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be employed by the Company for such special services as the Board of Directors may from time to time determine and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Resignation from Board of Directors If the Executive is a director of the Post-Transaction Corporation or any of its Affiliates and his status as an officer and employee is terminated for any reason other than death, the Executive will, if requested by the Post-Transaction Corporation, immediately resign as a director of the Post-Transaction Corporation and its Affiliates. If such resignation is not received within 20 business days after the Executive actually receives written notice from the Post-Transaction Corporation requesting the resignation, the Executive will forfeit any right to receive any payments pursuant to this Agreement.

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