Continued Board Service. A. Consistent with the provisions of Section 3(h)(v) of the Company’s Corporate Governance Guidelines, Mxxxxx shall be deemed to have tendered his resignation from the Board of Directors, without any further action by Mxxxxx or the Company, effective as of the Separation Date.
B. The Nominating and Corporate Governance Committee (the “Nominating Committee”) and the Board have determined that it is in the best interests of the Company and its stockholders not to accept Mxxxxx’x resignation from the Board as a result of his resignation as Chief Executive Officer and President of the Company, and have resolved not to accept Mxxxxx’x resignation from the Board. Accordingly, it is expected that Mxxxxx will continue to serve as a director of the Board for the remainder of his term as a Class I Director until the 2018 Annual Meeting of Stockholders; provided that if (i) this Agreement does not become effective in accordance with Section 4.D below or (ii) the Board (acting in good faith by majority vote) determines that (A) Mxxxxx has materially breached this Agreement, the Consulting Agreement (as defined below) or any of the Company’s policies that are applicable to directors prior to the date of the 2018 Annual Meeting of Stockholders and (B) Mxxxxx has not cured or cannot cure such breach in accordance with Section 11.B below, Mxxxxx shall be deemed to have resigned from the Board without any further action by Mxxxxx or the Company unless Mxxxxx provides written notice to the Board of his disagreement of the Board’s breach determination within five (5) business days of his receipt of written notice from the Board regarding the breach determination. If Mxxxxx provides timely written notice regarding his disagreement with the Board’s breach determination, the Parties agree to resolve any dispute by entering into a binding arbitration pursuant to Section 13.A below. Mxxxxx will continue to serve as a director while such arbitration is pending, and until a final decision is rendered by the arbitrator. If the arbitrator decides in favor of the Board’s breach determination, Mxxxxx resignation from the Board shall become automatically and immediately effective, without any further action by Mxxxxx or the Company.
C. The Board and the Nominating Committee will have the discretion, but not the obligation, to re-nominate Mxxxxx for continued service on the Board at the 2018 Annual Meeting of Stockholders.
D. From and after the Separation Date, Mxxxxx shall be entitled t...
Continued Board Service. Following the Effective Date, Executive agrees to continue to serve as a member of Parent’s Board of Directors through the fifth anniversary of the Effective Date, subject to his nomination and election to the Board of Directors following the expiration of his current and any subsequent terms as a director. Executive shall be entitled to receive compensation for his post-Effective Date service as a Director in accordance with the Company’s director compensation policy as in effect from time to time.
Continued Board Service. Following his Retirement Date, Executive shall continue to serve thereafter at the pleasure of the Board as a non-employee member thereof and as its Vice Chairman. Executive shall receive compensation, reimbursement of expenses, and benefits, including without limitation, indemnification and coverage under directors’ and officers’ liability insurance policies, with respect to his services to the Board following his Retirement Date on the same basis as all other non-employee directors.
Continued Board Service. 2.1 To comply with the provisions of Sections 3(h)(iv) and 3(h)(v) of the Company’s Corporate Governance Guidelines, Pxxxxxxxx will be deemed to have tendered his resignation from the Board, without any further action by Pxxxxxxxx or the Company, effective as of the Transition Date.
2.2 The Nominating and Corporate Governance Committee (the “Nominating Committee”) and the Board have determined that it is in the best interests of the Company and its stockholders not to accept Pxxxxxxxx’x resignation from the Board as a result of his transition from CEO to Vice Chairman on the Transition Date. Accordingly, Pxxxxxxxx will continue to serve as a director of the Board following the Transition Date.
2.3 The Board and the Nominating Committee will have the discretion, but not the obligation, to re-nominate Pxxxxxxxx for continued service on the Board at the 2018 Annual Meeting of Stockholders. If Pxxxxxxxx is re-elected as a director at the 2018 Annual Meeting of Stockholders, he shall be entitled to receive additional compensation for his service, including an annual cash retainer (on a pro-rata basis for his service as a director after the Separation Date) and an annual equity award, in a manner consistent with the Company’s compensation program for its other non-employee directors.
Continued Board Service. Following the Planned Termination Date, Executive shall continue to serve as a member of the Company’s Board of Directors (the “Board”).
Continued Board Service. If Gullotti continues to serve as a member of the Board of Directors of XXX xxxxr the Retirement Date, Gullotti shall be entitled to receive such compensation, stock optixxx xxx other benefits as are then being made available to NCS' other non-employee directors.
Continued Board Service. Executive currently serves as a member of the Board and will continue in such service for the duration of his employment hereunder; provided, however, that Executive shall immediately tender his resignation from the Board upon the Board’s request upon a termination of his employment. Executive may also be removed from the Board at any time as allowed by the Articles and Bylaws of the Company and applicable law.
Continued Board Service. Following the Retirement Date, you will continue serving as a member of the Board, to serve until your successor is duly elected and qualified.
Continued Board Service. Following the Succession Date (if any), subject to any right of removal pursuant to the Company’s organizational documents or applicable law, and your right to resign from such position, you will continue as a member of the Board for a period to continue through the end of the current term on or about June 6, 2019, and you hereby agree not to stand for reelection from the Board at the end of such period unless you and the Board agree to an extension of such period. You will receive compensation for your service as a member of the Board following the Succession Date, in the same amounts as paid to the independent members of the Board, provided that you shall not serve on any Committees of the Board.
Continued Board Service. This Agreement does not affect your current Board service. You will not receive any compensation for your Board service through March 31, 2025 or any subsequent period you remain employed by the Company. If your employment with the Company ends effective March 31, 2025, and you continue to serve on the Board following the Company’s 2025 annual meeting of stockholders, then you will be eligible to receive standard non-employee director fees in accordance with the Board’s typical practices for non-employee directors.
