Compensation Committee of the Board Sample Clauses

Compensation Committee of the Board. (a) As of the Completion of the IPO, the Board of Directors shall have established a compensation committee that, at all times prior to the 50% Date, shall consist of three (3) or more Directors (with the size of the compensation committee established by the Board of Directors) with at least one (1) such Directors being a BNPP Director. BNPP shall designate the BNPP Director to fill the position reserved for BNPP Directors on the compensation committee pursuant to this Section 2.3(a). (b) On the 50% Date (or on such earlier date as BNPP shall determine), the compensation committee shall transition to full compliance with Section 5605(d) of the Nasdaq Listing Rules to the extent the composition of the compensation committee is not already in full compliance, as follows: (i) on or before the 50% Date, the compensation committee shall have at least one (1) Independent Director who is also a Qualified Compensation Director; (ii) on or before 90 days following the 50% Date, the compensation committee shall consist of a majority of Independent Directors, at least two (2) of whom are Qualified Compensation Directors; and (iii) on or before the one-year anniversary of the 50% Date, the compensation committee shall consist solely of Independent Directors, at least two (2) of whom are Qualified Compensation Directors. (c) Until the Deconsolidation Date, the Board of Directors, in its entirety and in compliance with CRD IV and any similar regulations to which BNPP is subject, shall: (i) approve any grants of equity or equity-based compensation awards to any Executive Officer, Other Officer or Director; and (ii) determine performance goals for performance-based compensation of the Executive Officers and Other Officers and the satisfaction thereof; provided that, if determined necessary in order to provide qualified performance-based compensation under Section 162(m) and/or to comply with other Applicable Law, the compensation committee or subcommittee of the Board of Directors composed solely of two (2) or more Qualified Compensation Directors shall be responsible for the foregoing matters. (d) Following the 50% Date, the compensation committee shall have responsibilities and authority consistent with Section 5605(d) of the Nasdaq Listing Rules, and such additional responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time. (e) After the one-year anniversary of the 50% Date (or such oth...
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Compensation Committee of the Board. The Board shall establish a compensation committee of the Board (the “Compensation Committee”) comprising three (3) members to manage certain compensation affairs of the Company, including implementing salary and equity guidelines for the Company, approving compensation packages, severance agreements and employment agreements for all senior managers of the Company and the Subsidiaries (collectively, the “Group Companies” and each a “Group Company”) (including but not limited to the chief executive officer and the chief financial officer of each Group Company) as well as administering the Company’s employee equity incentive plans; provided that, subject to Section 1.2(a), (i) holders of Ordinary Shares shall be entitled to appoint one (1) director to sit on the Compensation Committee, (ii) Series A Holders shall be entitled to appoint one (1) director to sit on the Compensation Committee, (iii) subject to sub-Section 1.2(d)(iv), Series B Holders shall be entitled to appoint one (1) director to sit on the Compensation Committee, and (iv) any allocation of shares under the Company’s employee equity incentive plans shall be subject to the Compensation Committee’s prior approval.
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Compensation Committee of the Board. (a) The Company undertakes that the Board of Directors shall, by Completion of the IPO, establish a compensation committee that consists of three Directors, or, if requested by OM plc, four Directors. (b) From the Completion of the IPO until the Majority Holder Date, the following provisions will apply: (i) the compensation committee of the Board of Directors shall be responsible for: (A) reviewing and approving the compensation of each of the Executive Officers; (B) reviewing the equity compensation plans and other compensation plans of the Company, and making recommendations to the Board of Directors as to any changes to such plans; (C) subject to Section 3.1 hereof, making recommendations to the Board of Directors as to performance-based awards and target levels under performance-based compensation arrangements; (D) preparing, or supervising the preparation of, the report required by Item 407(e)(5) of Regulation S-K for inclusion in the Company’s proxy statement; and (E) such other responsibilities as shall be delegated to it by the Board of Directors from time to time; and (ii) in addition to its other powers, the Board of Directors shall be responsible for: (A) subject to Section 3.1 hereof, approving and adopting the equity compensation plans and other compensation plans of the Company; and (B) subject to Section 3.1 hereof, approving performance-based awards and target levels under performance-based compensation arrangements. (c) The composition of the compensation committee shall be as follows: (i) until the Majority Holder Date, three Directors selected by the Board of Directors (or four Directors if the number of committee members is increased to four pursuant to Section 2.3(a)); and (ii) after the Majority Holder Date, three Independent Directors selected by the Board of Directors (or four Independent Directors if the number of committee members is increased to four pursuant to Section 2.3(a)). (d) The Company undertakes that, until the Majority Holder Date, the terms of reference (charter) of the compensation committee, as adopted prior to the Completion of the IPO, will not be amended without the prior written consent of OM plc. (e) Following the Majority Holder Date, the compensation committee shall have responsibilities and authority consistent with Rule 303A.05 of the NYSE Manual, and such additional responsibilities and authority as shall be delegated to it by the Board of Directors from time to time. Following the Majority Holder Date, th...
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Compensation Committee of the Board. The Company shall take all steps and complete all actions necessary to maintain the Compensation Committee of the Board of Directors (the "Compensation Committee"). The Compensation Committee shall consist of four members of the Board of Directors, one of whom shall be the Series A Director (as that term is defined in the Amended and Restated Voting and Co-Sale Agreement), one of whom shall be a Series B Director (as that term is defined in the Amended and Restated Voting and Co-Sale Agreement), and, until an initial public offering of securities of the Company, one of whom shall be the Chief Executive Officer of the Company. Except as provided in the foregoing sentence with respect to the Chief Executive Officer of the Company, no member of the Compensation Committee shall be an employee or officer of the Company. The Compensation Committee shall make recommendations as to the compensation of all officers and employees with aggregate annual compensation from the Company in excess of $80,000 and shall make recommendations about the establishment and continuation of benefit, stock option, or bonus programs applying generally to all employees or any class of employees of the Company. All actions of the Compensation Committee shall require the affirmative vote of a majority of the members thereof. All recommendations of the Compensation Committee shall be subject to approval by the Board of Directors at any annual, regular or special meeting thereof.
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Compensation Committee of the Board. (a) As of Closing, the Company Board shall have established a Compensation Committee consisting solely of three (3) or more Independent Directors who are also “independent” for purposes of compensation committee service within the meaning of Rule 303A.02 of the Exchange Manual (with the size of the Compensation Committee established by the Company Board) and, at all times prior to the 10% Date, at least one (1) such Director shall be a CIBC Independent Director who is also “independent” for purposes of compensation committee service within the meaning of Rule 303A.02 of the Exchange Manual. CIBC shall designate the CIBC Independent Director to fill the position reserved for CIBC Independent Directors on the Compensation Committee pursuant to this Section 5.05(a). (b) The Compensation Committee shall have responsibilities and authority consistent with Section 303A.05 of the Exchange Manual, and such additional responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Company Board from time to time.
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Compensation Committee of the Board. Upon full achievement of the performance goals, the Annual Bonus will be equal to 100% of Executive’s then-current Base Salary, but for less than full achievement of the performance goals, the Annual Bonus shall be a lesser amount in accordance with a specific formula determined by the Compensation Committee, in its discretion, no later than 90 days following the start of each fiscal year. In addition, to the extent the performance goals are exceeded, the Annual Bonus shall exceed 100% of the Executive’s then-current Base Salary in accordance with a specific formula determined by the Compensation Committee, in its discretion, no later than 90 days following the start of each fiscal year. In no event, however, shall the Annual Bonus for any fiscal year exceed 200% of the Executive’s then-current Base Salary payable with respect to such fiscal year. The Annual Bonus shall be paid to the Executive in a lump sum promptly following the end of the fiscal year with respect to which it is payable. Notwithstanding the foregoing, the Company and the Executive understand and agree that the Annual Bonuses are intended to constitute “qualified performance-based compensation” satisfying the requirements of Treasury Regulations Sections 1.162-27(e)(2) through (e)(5), and that the material terms of the performance criteria under which amounts are to be paid pursuant to the Performance Bonus Plan, and the payment of any amounts under the Performance Bonus Plan, shall be subject to approval by the stockholders of the Company to the extent required by the Internal Revenue Code of 1986, as amended (the “Code”).
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Compensation Committee of the Board. Section 2.3(a) is amended and restated in its entirety to read as follows: (a) The Board of Directors shall have established a compensation committee that, at all times from the date of this Agreement prior to the one-year anniversary of the 50% Date, shall consist of five (5) or more Directors (with the size of the compensation committee established by the Board of Directors) with at least two (2) such Directors being BNPP Directors; provided that any action by the Board of Directors to increase the number of Directors on the compensation committee at any time prior to the one-year anniversary of the 50% Date shall, so long as a BNPP Director remains on the Board of Directors at such time, require the approval of a majority of the BNPP Directors on the Board of Directors at the time of such action. BNPP shall designate the BNPP Directors to fill the positions reserved for BNPP Directors on the compensation committee pursuant to this Section 2.3(a).”
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Related to Compensation Committee of the Board

  • 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. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

  • The Board (a) The Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement. (b) Each Director shall serve as a Director for the duration of the term of the Company, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is required by the Company Act. (c) In the event that no Director remains to continue the business of the Company, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • Benefits Committee As per LOA#10, a benefits committee comprised of the employee representatives and the employer representatives, including the Crown, shall convene upon request to address all matters that may arise in the operation of the OSSTF ELHT.

  • Delegation; Committees The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things, including any matters set forth in this Declaration, and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Trustees as the Trustees shall determine from time to time except to the extent action by the entire Board of Trustees or particular Trustees is required by the 0000 Xxx.

  • Committees of the Board of Directors (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Committees of the Board The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Size of the Board Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at six (6)

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