Directorship The Company shall use its best efforts to cause the Executive to be elected as a member of its Board of Directors throughout the Term and shall include him in the management slate for election as a director at every stockholders meeting during the Term at which his term as a director would otherwise expire. The Executive agrees to accept election, and to serve during the Term, as director of the Company, without any compensation therefor other than as specified in this Agreement.
Vacancies and Newly Created Directorships Except as otherwise provided by applicable law, vacancies occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the Amended and Restated Certificate of Incorporation and the Sponsor Stockholders Agreements. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.
Directorship Term The “Directorship Term,” as used in this Agreement, shall mean the period commencing on the Effective Date and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur: (a) the death of the Director; (b) the termination of the Director from his membership on the Board by the mutual agreement of the Company and the Director; (c) the removal of the Director from the Board by the majority stockholders of the Company; and (d) the resignation by the Director from the Board.
Newly Created Directorships and Vacancies Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
Termination of Directorship To the extent the Option becomes exercisable, the Option shall remain exercisable until twelve (12) months following any subsequent termination of directorship with the Company or its subsidiaries for any reason whatsoever but in no event shall the Option be exercisable after the Expiration Date.
Term of Consultancy Company hereby agrees to retain the Consultant to act in a consulting capacity to the Company, and the Consultant hereby agrees to provide services to the Company commencing on the Effective Date and ending 6 months from the Effective Date unless terminated pursuant to Section 8 of this Agreement.
Directorships a. Perceptron agrees that subject to the full execution of this Agreement, (i) upon Perceptron’s receipt of a written reaffirmation from Xxxxxxx Xxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxx (each a “Holders Director” and collectively the “Holders Directors”) to serve as a Director, each of the Holders Directors will be immediately appointed to the Board to fill vacancies left by the resignations of Xxxxxxx X. Xxxxxxxxx and Xxxxxx X. XxXxxxx, and the Board will be expanded to seven members; (ii) Xxxx Xxxxxx will immediately be added as a member of the Nominating and Corporate Governance Committee; (iii) Xxxxxxx Xxxxxx will be immediately added as a member of the Management Development Committee; (iv) Xxxxx Xxxxxxx will be immediately added as a member of the Audit Committee; (v) Xxxx Xxxxxx, Xxxxxxx Xxxxxx, and Xxxxx Xxxxxxx may also serve on additional existing or newly created Committees of the Board; (vi) the Board size will be set at seven members and maintained at that Board size; and (vii) upon the appointment of a new President and Chief Executive Officer, the new President and Chief Executive Officer will be appointed to the Board to fill a vacancy left by the resignation of either Xxxxxx X. Xxxxxx or Xxxxxxx X. Xxxxx, who will resign at that time to facilitate such appointment. b. The Nominating and Corporate Governance Committee of the Board and the Board will nominate, recommend and support each of the Holders Directors for election at each Annual Meeting of the Shareholders of Perceptron during the Covered Period. Perceptron agrees to solicit proxies for the Holders Directors during the Covered Period pursuant to this Section 5(b) and include the Holders Directors in its slate of nominees (the “Company Slate”) for election as directors of Perceptron during the Covered Period in the same manner as it does for all the other incumbent members of the Company Slate. c. As a condition to the Holders Directors’ nomination for election to the Board during the Covered Period, Holders and the Holders Directors agree to provide to Perceptron the information required to be disclosed for directors, candidates for directors and their affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors, and satisfying other compliance requirements and legal obligations in the same manner as any other director, a fully completed copy of Perceptron’s standard director questionnaire and such other information as reasonably requested by Perceptron from time to time with respect to Holders and the Holders Directors. d. Each of the Holders Directors agrees that, at all times while serving as a member of the Board, he will (i) meet all director independence standards of Perceptron, The NASDAQ Stock Market and the SEC and applicable provisions of the Exchange Act, and the rules and regulations promulgated thereunder, and (ii) be qualified to serve as a director under the Michigan Business Corporation Act. e. At all times while serving as a Director, each of the Holders Directors will receive the same benefits of directors’ and officers’ insurance and any indemnity and exculpation arrangements available generally to the other non-executive Board members and the same compensation and other benefits for his service as a director as the compensation and other benefits received by the other non-executive Board members for service as a director. f. Holders shall cause the Holders Directors to comply with all corporate and Board policies and principles of Perceptron in force from time to time and applicable to Directors of Perceptron generally, and to provide Perceptron with signed agreements from the Holders Directors to that effect. g. Other than any incentive, compensation or other payment Xxxx Xxxxxx may receive in his employment roles with the Holders, which arrangements will not be materially increased in connection with or as a result of Xxxx Xxxxxx becoming or serving as a Holders Director, the Holders Directors will not accept any incentive, compensation or other payment that would influence any of them to recommend that Perceptron enter into a transaction for the sale of Perceptron or to recommend any other significant initiative affecting Perceptron and its shareholders, but nothing herein will prevent Holders Directors from recommending such transactions or initiatives as specifically permitted in this Agreement. h. Except as otherwise set forth in this Section 5(h), each Holders Director shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Directors (as each may be amended from time to time for all Directors) and will execute the Non-Disclosure Agreement substantially in the form attached hereto as Exhibit A (the “Confidentiality Agreement”). Notwithstanding the foregoing, Xxxx Xxxxxx may discuss confidential information with officers and managers of the Holders in accordance with and subject to the terms of the Confidentiality Agreement after the Confidentiality Agreement has been mutually executed and delivered to Perceptron by Xxxx Xxxxxx, and, if applicable, officers and managers of the Holders who will receive confidential information, and subject to full compliance with Perceptron’s xxxxxxx xxxxxxx policies. i. Perceptron agrees that if any of the Holders Directors are unable to serve as a director, resign as a director or are removed as a director, Holders shall have the ability to recommend a substitute person who satisfies all of the requirements for board candidates set forth in Section 1(f) and 5, and, except for a substitute for Xxxx Xxxxxx, is not an affiliate or associate of any shareholder who owns more than five percent of the outstanding shares of Common Stock of Perceptron, (“Replacement Director”) for approval by the Nominating and Corporate Governance Committee of the Board, in good faith after exercising its fiduciary duties, which approval shall not be unreasonably withheld. Upon the recommendation of a Replacement Director nominee by the Nominating and Corporate Governance Committee of the Board, the Board shall vote on the appointment of such Replacement Director to the Board no later than ten (10) business days after the Nominating and Corporate Governance Committee recommendation of such Replacement Director; provided, however, that if the Board does not elect such Replacement Director to the Board, the parties shall continue to follow the procedures of this section 5(i) until a Replacement Director is elected to the Board.
Termination of Employment for Cause If Optionee’s employment with the Bancorp or a subsidiary corporation is terminated for cause, this option shall expire thirty (30) days from the date of such termination. Termination for cause shall include, but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of a crime involving moral turpitude, and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive.
Termination Without Cause or Resignation for Good Reason If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).
Termination for Cause or Resignation without Good Reason If, during the Term of this Agreement, Executive’s employment is terminated by the Company for Cause, or Executive resigns his employment hereunder without Good Reason, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive under this Agreement, except as otherwise provided by law.
