Director Emeritus. A Participant shall become a Director Emeritus if such Participant retires from service on the Board of Directors after having attained the eligibility requirements of sixty (60) years of age with twenty (20) years of continuous service on the Board of Directors. Such Director Emeritus shall be entitled to receive the Director Emeritus Fee during the Benefit Period in exchange for his Advisory Services. The Beneficiary of a Director Emeritus shall receive the Burial Benefit on behalf of the Director Emeritus. No other benefits shall be due to the Participant (or his Beneficiary) under this Agreement.
Director Emeritus. The Board of Directors may, at its discretion, designate a retired director as Director Emeritus. Each designation shall be for a period of one year and may be renewed for additional one-year terms. A Director Emeritus shall provide consulting and advisory services to the Board of Directors as requested from time to time by the Board of Directors and may be invited to attend meetings of the Board of Directors, but shall not vote or be counted for quorum purposes or have any of the duties or obligations imposed on a director or officer of the Corporation under the General Corporation Law of the State of Delaware, as it may be amended (the "DGCL"), the Certificate of Incorporation or these Bylaws or otherwise be considered a director of the Corporation. A Director Emeritus shall be entitled to benefits and protections in accordance with Section 8.4 of these Bylaws (Indemnification of Directors and Officers) and shall be compensated for his services and reimbursed for expenses incurred in his capacity as Director Emeritus as the Board of Directors shall from time to time establish.
Director Emeritus. Effective immediately following the Separation Date, the Company shall appoint the Employee as a director emeritus, on the same terms as other persons who serve as a director emeritus of the Bank. The Employee hereby acknowledges and agrees that he waives any right to participate in the Bank’s Director Emeritus Plan. 6.
Director Emeritus. Upon the termination of Executive's service as a director of the Company, Executive shall be eligible for the Company's Director Emeritus program as then in effect (but in any event, such program shall result in continuing the vesting of any equity grants he received in connection with his employment with the Company). To the extent that at any time (whether or not Executive ever serves as a non-employee Chairman of the Board) Executive is not then eligible for the Director Emeritus program, he shall serve as Chairman Emeritus with all the same benefits and conditions that would apply if he were a Director Emeritus.
Director Emeritus. If Xxxxxxx does not rescind this Agreement and the Xxxxxxx Release as provided in paragraph 16 below, the Board of Directors of the Holding Company (the "Board") will take action to appoint Xxxxxxx as a Director Emeritus of the Holding Company at the next regularly scheduled meeting of the Board following the expiration of the applicable rescission period for a term that will continue until the Annual Meeting of the Holding Company's stockholders in 2001. Thereafter for four years the Board of Directors of the Holding Company will appoint Xxxxxxx as a Director Emeritus of the Holding Company and the Bank for four successive one year terms each expiring on the date of the Company's next annual meeting of stockholders such that Xxxxxxx shall be in continuous service as a Director Emeritus until the Holding Company's 2005 Annual Meeting of Stockholders.
Director Emeritus. The Board may from time to time elect one or more directors emeritus (each a “Director Emeritus”), each of whom shall serve, at the pleasure of the Board, until the first meeting of the Board next following the annual meeting of stockholders, subject to an annual review, or until his or her earlier resignation or removal by the Board. A Director Emeritus shall serve as an advisor and consultant to the Board, subject to such terms and conditions as may be approved by the Board, and may be appointed by the Board to serve as an advisor and consultant to one or more committees of the Board. Such Director Emeritus shall also be available for consultation with management of the corporation. A Director Emeritus shall have the privilege of attending meetings of the Board, and meetings of any committee of the Board for which he or she has been appointed to serve as an advisor and consultant. A Director Emeritus may participate in the discussions that occur during the portions of such meetings which he or she attends. Notice of such meetings to a Director Emeritus shall not be required under any applicable law, the Certificate of Incorporation, or these Bylaws. Each Director Emeritus shall be entitled to receive such compensation as may be fixed from time to time by the Board. No Director Emeritus shall be entitled to vote on any business coming before the Board or any committee of the Board, nor shall he or she be counted as a member of the Board or any such committee for the purpose of determining the number of Directors necessary to constitute a quorum, for the purpose of determining whether a quorum is present, or for any other purpose whatsoever. In the case of a Director Emeritus, the occurrence of any event which in the case of a director would create a vacancy on the Board, shall be deemed to create a vacancy in such position; but the Board may declare the position terminated until such time as the Board shall again deem it proper to create and to fill the position. A Director Emeritus shall be entitled to indemnification under these Bylaws to the same extent, and subject to the same conditions and limitations, as a member of the Board.
Director Emeritus. Upon the expiration of the Term, Director shall be appointed “Director Emeritus”, with all rights, benefits and obligations appurtenant to such position. Subject to Director’s compliance with this Agreement and the obligations of the “Director Emeritus” position, Director will serve as a Director Emeritus for a term of at least five (5) years, and Company will appoint or reappoint Director to the position of Director Emeritus for an aggregate term of at least five (5) years.
Director Emeritus. Upon the termination of Executive’s service as a director of the Company, Executive shall be eligible for the Company’s Director Emeritus program as then in effect (but in any event, such program shall result in continuing the vesting of any equity grants he received in connection with his employment with the Company prior to the execution of this Agreement). To the extent that at any time (whether or not Executive ever serves as a non-employee Chairman of the Board) Executive is not then eligible for the Director Emeritus program, he shall serve as Chairman Emeritus with all the same benefits and conditions that would apply if he were a Director Emeritus. Notwithstanding anything to the contrary in this Section 7(e), the vesting of all equity grants pursuant to this Agreement shall be as provided herein, and shall not be altered by the terms of the Company’s Director Emeritus program.
Director Emeritus. Effective as of the Retirement Date and for a period of one year from the date thereof, the Company hereby designates and appoints the Individual as a Director Emeritus. As Director Emeritus, the Individual may from time to time be requested, by at least a simple majority of the members of the Board, to provide advice and guidance with regard to Company matters. As Director Emeritus, the Individual shall not be a member of the Board or any of its committees, ex officio or otherwise, and shall not have meeting attendance, observer, information, voting, or any other rights except as expressly requested and authorized by the Board in writing. In exchange for his agreement to serve as Director Emeritus, the Company shall pay the Individual $235,000.00 on the Retirement Date (payable to Xxxxxx Group LLC). The Company shall reimburse the Individual for necessary, reasonable, and documented out-of-pocket expenses incurred by Individual in connection with providing any requested services as Director Emeritus.
Director Emeritus. The Board may appoint one or more directors emeritus as it shall from time to time determine. Each director emeritus appointed shall hold office at the pleasure of the Board. A director emeritus shall be entitled, but shall have no obligation, to attend and be present at the meetings of the Board, although a meeting of the Board may be held without notice to any director emeritus and no director emeritus shall be considered in determining whether a quorum of the Board is present. A director emeritus shall advise and counsel the Board on the business and operations of the Company as requested by the Board; however, a director emeritus shall not be entitled to vote on any matter presented to the Board. A director emeritus, in consideration of such person serving as a director emeritus, shall be entitled to receive from the Company such compensation for attendance at meetings of the Board as the Board shall from time to time determine. In addition, a director emeritus shall be entitled to receive from the Company reimbursement for the reasonable expenses incurred by such person in connection with the performance of such person’s duties as a director emeritus.
