DIRECTOR AWARDS Clause Samples

DIRECTOR AWARDS. All Awards to Directors shall be determined by the Board.

DIRECTOR AWARDS. (a) The Board shall determine the type or types of Director Awards to be made under this Plan and shall designate from time to time the Participants who are to be the recipients of such Director Awards. Each Director Award shall be evidenced in either an individual Director Award Agreement, a common document including but not limited to a separate plan, policy, agreement or other written document, which shall contain such terms, conditions and limitations as shall be determined by the Board in its sole discretion, and may be signed by an Authorized Officer on behalf of the Corporation. Director Awards may consist of those listed in this paragraph 8(a) and may be granted singly, in combination or in tandem. Director Awards may also be made in combination or in tandem with, in replacement of, or as alternatives to, grants or rights under this Plan or any other plan of the Corporation or any of its Subsidiaries, including the plan of any acquired entity; provided that, except as contemplated in paragraph 14 hereof, without shareholders approval, no Option or Stock Appreciation Right may be issued in exchange for the cancellation of an Option or Stock Appreciation Right with a higher exercise price nor may the exercise price of any Option or Stock Appreciation Right be reduced without shareholder approval. No Option or Stock Appreciation Right may include provisions that “reload” or “recycle” the Option or Stock Appreciation Right upon exercise or that extend the term of an Option or Stock Appreciation Right beyond ten years from its Grant Date. All or part of a Director Award may be subject to conditions established by the Board, which may include, but are not limited to, continuous service with the Corporation and its Subsidiaries and achievement of specific Performance Goals. Upon the termination of service by a Participant who is a Director, any unexercised, deferred, unvested or unpaid Awards shall be treated as set forth in the applicable Director Award Agreement.

DIRECTOR AWARDS. The Committee may, in its discretion, provide that Awards granted to Directors shall be granted pursuant to a non-discretionary formula established by the Committee by resolution, subject to the limitations of the Plan. Any such resolution shall set forth the type of Awards to be granted to Directors, the number of Units to be subject to Director Awards, the conditions on which such Awards shall be granted, vest, become exercisable and/or payable and expire, and such other terms and conditions as the Committee shall determine in its discretion. The Committee may also establish a written policy for grants to Directors which shall set forth the type and terms of Awards granted to Directors and such policy may be modified by the Committee from time to time in its discretion.

DIRECTOR AWARDS. The aggregate dollar value of equity-based (based on the grant date fair market value of equity-based Awards) and cash compensation granted under this Plan or otherwise during any calendar year to any non-employee director shall not exceed $1,000,000.

DIRECTOR AWARDS. Notwithstanding anything in this Plan to the contrary, effective as of fiscal year 2016, an Eligible Person who is a director of the Company may elect to receive all, and not less than all, of the cash portion of such director’s compensation for a fiscal year in the form of Restricted Shares or Stock Units under the Plan (the “Director Awards”). The election by any director to receive a Director Award (a “Director Election”) shall be made by such director at the meeting of the Board held immediately prior to the annual general meeting of the shareholders of the Company on an election form provided by the Company. Subject to approval by the shareholders of the Company, such Director Election shall apply to the cash compensation for the fiscal year for which the Director Election is made. To receive a Director Award for any subsequent fiscal year, a new Director Election must be made in accordance with the rules applicable to an initial Director Election under this Section 5.3. The price to be used for the conversion of a director’s cash compensation into a Director Award shall be the Fair Market Value of a Share on the date of the Board meeting in which the applicable Director Election is made. Director Awards shall be granted on the date of the Board meeting in which the applicable Director Election is made (each such date, an “Applicable Grant Date”). The terms and conditions of Director Awards shall be determined by each of the directors of the Company, acting individually and with full power of substitution, and any two of the authorized officers of the Company acting jointly and with full power of substitution, provided, however, that, subject to the continued Service of the applicable director, Director Awards shall vest at the rate of 1/4th of the number of Restricted Stock Units covered by the applicable Director Award upon the first day following the end of the applicable blackout period under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy for each fiscal quarter following the Applicable Grant Date for such Director Awards (each such date, an “Applicable Vesting Date”). Settlement of any such Restricted Stock Units that have become vested as provided for above shall occur as soon as practicable following the Applicable Vesting Date for such Restricted Stock Units, provided, however, that in no event shall settlement of such Restricted Stock Units occur beyond the date that is thirty (30) days following the Applicable Vesting Date for such Restricted Stock Un...

DIRECTOR AWARDS. The Board has the sole authority to grant Director Awards from time to time in accordance with this Paragraph 9. Director Awards may consist of the forms of Award described in Paragraph 8, with the exception of Options, SARs, Performance Awards and Cash Awards, and shall be granted subject to such terms and conditions as specified in Paragraph 8. Each Director Award may, in the discretion of the Board, be embodied in an Award Agreement, which shall contain such terms, conditions, and limitations as shall be determined by the Board, in its sole discretion.

DIRECTOR AWARDS