Director Status. Nothing herein contained shall be deemed to create an agreement between the Company and the Director providing for the Director’s tenure with the Company to continue for any fixed period of time prior to a Change in Control. There are no other agreements or understandings between the Company and the Director which guarantee his continued tenure with the Company or guarantee any level of compensation, including incentive or bonus payments, to the Director.
Director Status. For so long as Executive is Chief Executive Officer, the Company shall use commercially reasonable efforts, subject to applicable law and regulation of the New York Stock Exchange (“NYSE”), to cause Executive to be nominated for election as a director and to be recommended to the stockholders for election as a director. Upon any termination of employment as Chief Executive Officer, Executive will be deemed to have resigned from the Board, unless (a) the Executive is not terminated for Cause (as defined below) and owns 5% or more of the Company’s common stock then outstanding, or (b) within 30 days thereof a majority of the independent directors of the Board (as defined by rules of the NYSE) vote to enable Executive to continue serving on the Board through the balance of his term.
Director Status. In the event that the term of the Director is terminated "For Cause" by the Company, the Option shall expire immediately and any Options that have not been exercised shall be forfeited as of such date. In the event that the Company terminates the Director other than "For Cause" during his term or the Directors fails to stand for reelection, the Director shall be given ninety (90) days after the date of such termination to exercise the Option with respect to any Option Shares, or any portion thereof that was exercisable as of the date of termination. The Options shall not be affected by any change of duties or position of the Director. For purposes of this Agreement, the phrase "For Cause" shall mean termination based upon (a) conviction of the Director for any crime involving moral turpitude (whether or not a felony) or any other criminal act against the Company involving dishonesty or willful misconduct intending to injure the Company; (b) the failure or the refusal of the Director to follow lawful and proper directives of the Company's full Board of Directors; (c) malfeasance or misconduct by the Director which discredits or damages the Company; (d) the indictment of the Director for a felony violation of federal or state laws; or (e) failure of the Director to perform his duties in a manner commensurate with the standards established from time to time by the Board of Directors of the Company or which may be reasonably expected by a Board of Directors of a comparable company.
Director Status. Nothing contained in this Agreement shall confer upon the Grantee any right to remain a member of the Board.
Director Status. On the date of this Agreement, each Recipient is a director of the Company. If any Recipient or ceases to be a director of the Company for any reason whatsoever before a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses, all of such Recipient’s Shares shall be, at the GP Sponsor’s election, either (a) repurchased by the GP Sponsor (or its designee) at the purchase price such Recipient paid for those Shares, as set forth on Annex II, or (b) forfeited to the Company for no consideration.
Director Status. For so long as Executive is Chief Executive Officer, the Company shall use reasonable best efforts, subject to applicable law and regulation of the New York Stock Exchange (“NYSE”), to cause Executive to be nominated for election as a director and to be recommended to the stockholders for election as a director. Upon any termination of employment as Chief Executive Officer, Executive will be deemed to have resigned from the Board, unless (a) the Executive is not terminated for Cause (as defined below) and owns common stock of the Company with a fair market value on the date of termination, based on the closing price of the Company’s common stock on such date, of a minimum of four times Executive’s Base Salary in effect under Section 4 on such date, or (b) within 30 days thereof a majority of the independent directors of the Board (as defined by rules of the NYSE) vote to enable Executive to continue serving on the Board through the balance of his term.
Director Status. Although your status (if any) as Chairman or Co-Chairman of the Board of Directors of the Company (the "Board") will cease as of the Termination Date, this Letter Agreement will not affect your status as a member of the Board, and you may continue to serve as such until expiration of your term. If you are removed as a director of the Company prior to expiration of your term, or you are not re-elected after expiration of your term, any remaining payments pursuant to Section 3(a) below will be accelerated. Any directorships that you may hold in any subsidiary of the Company will terminate upon the Termination Date.
Director Status. It is acknowledged that it is intended that upon consummation of the Merger the Employee will commence serving as a director of Concentra, and that Xxxxxx X. Xxxxxx, in his capacity as a shareholder of the Company, has agreed pursuant to a separate instrument, and subject to the condition therein stated, to vote the shares of Concentra which he will receive upon consummation of the Merger in favor of the Employee, or in the event of her death a member of her family designated by her estate, or her designee, reasonably acceptable to the board of Concentra, as a director of Concentra. It is acknowledged that in such event the Employee or her designee shall be entitled to receive the same compensation as is paid to either non-employee directors of Concentra.
Director Status. For so long as Executive is Co-Chief Executive Officer, the Company shall use commercially reasonable efforts, subject to applicable law and regulation of the New York Stock Exchange ("NYSE"), to cause Executive to be nominated for election as a director and to be recommended to the stockholders for election as a director. Upon any termination of employment as Co-Chief Executive Officer, Executive will be deemed to have resigned from the Board of Directors, unless (a) the Executive is not terminated for Cause (as defined below) and owns 5% or more of the Company's common stock outstanding, or (b) within 30 days thereof a majority of the independent directors of the Board (as defined by rules of the NYSE) vote to enable Executive to continue on the Board through the balance of his term.
Director Status. As stated in the preamble to the Consulting Agreement, the Board requested you to provide consulting services to the Company to assist the Company through various important transitions. The Board hereby clarifies that the performance of your duties under the Consulting Agreement are directly related to your service as a member of the Board. Accordingly, the Board hereby acknowledges that your service pursuant to the Consulting Agreement will not preclude a finding by the Board that you are an “independent” director according to the standards set forth in the NASDAQ Marketplace Rules. The Board further clarifies that your independence has not been compromised as a result of your performance of services under the Consulting Agreement and that you may serve as a member of the Company’s Nominating Corporate Governance, Audit Committee, Compensation Committee and Qualified Legal Compliance Committee.”
