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.
Directorship. The Executive shall not save at the request or with the consent of the Board:
(a) voluntarily resign as a director of the Company:
(b) do or fail to do anything which causes him to be prohibited by law from continuing to act as a director; or
(c) voluntarily do or refrain from doing any act whereby his office as a director of the Company is or becomes liable to be vacated. The removal of the Executive from office as a director of the Company or the failure of the Company in general meeting to re-elect the Executive as a director of the Company (if he shall be obliged to retire by rotation or otherwise pursuant to the Articles of Association) shall terminate the Executive's employment under this Agreement and such termination shall be without prejudice to any claim which the Executive may have for damages for breach of this Agreement provided that the Company was not entitled at the time of such removal or failure to re-elect to terminate his employment pursuant to Clause 14.1.
Directorship. Management of the Company will, at every election for the Board of Directors while Executive is employed by the Company as Chief Executive Officer, use its best efforts to have Executive nominated for a seat on the Board as a member of the management slate. Executive’s nomination and continuation as a director shall be subject to the will of the Board of Directors and the Company’s stockholders, as provided in the Company’s charter and bylaws. Removal of Executive from, or non-election of Executive to, the Board of Directors as provided in the Company’s charter and bylaws shall in no event be deemed a breach of this Agreement by the Company.
Directorship. In the event that Executive is elected to serve on the Company’s Board, the Executive agrees to accept election, as director of the Company, without any compensation therefore other than as specified in this Agreement.
Directorship. Employee will also be appointed to and serve as a member of the Board of Directors of the Bank.
Directorship. The removal of the Executive from the office of director of the Company or the failure of the Company in general meeting to re-elect the Executive as a director of the Company (if he shall be obliged to retire by rotation or otherwise pursuant to the articles of association of the Company) shall terminate the Executive's employment under this Agreement and such termination shall be without prejudice to any claim which the Executive may have for damages for breach of this Agreement provided that the Company was not entitled at the time of such removal or failure to re-elect to terminate his employment.
Directorship. 19.1 If (a) the Company shall remove the Executive from the office of Director of the Company or (b) under the Articles of Association for the time being of the Company the Executive shall be obliged to retire by rotation or otherwise and the Company in general meeting shall fail to re-elect the Executive as a Director of the Company (either such case being referred to in this clause 19.1 as an “Event”), then the Executive’s employment under this Agreement shall automatically terminate with effect from the date of the Event.
19.2 On the termination of the Employment (however arising) or on either the Company or the Executive having served notice of such termination, the Executive shall:
19.2.1 at the request of the Company resign as a Director of the Company and from all offices held by him in any Group Company and shall transfer without payment to the Company or as the Company may direct any nominee shares provided by it, provided however that such resignation shall be without prejudice to any claims which the Executive may have against the Company or any Group Company arising out of the termination of the Employment; and
19.2.2 immediately deliver to the Company all materials within the scope of clause 14.3 and all credit cards, motor cars, car keys and other property of or relating to the business of the Company or of any Group Company which may be in his possession or under his power or control, and if the Executive should fail to do so the Company is hereby irrevocably authorised to appoint another person to sign any documents and/or do any other things necessary on his behalf in order to give effect to the Executive’s undertaking in this clause 19.2.
19.3 The appointment of the Executive as a director of the Company or any Group Company is not a term of this Agreement and the Company reserves the right to remove the Executive from any such directorship at any time and for any reason. Where the Company exercises this right, this shall not amount to a breach of this Agreement and shall not give rise to a claim for damages or compensation.
Directorship. In addition, Executive shall continue as a Director of each of the Boards following the Effective Date, and shall be nominated for re-election to the Board during the Term, subject to the Board’s fiduciary duties. Executive agrees to resign as a member of the Boards, in the event his employment under this Agreement terminates for any reason, effective as of the date of such termination.
Directorship. Effective as of the Effective Time, Parent shall cause the board of directors of Parent to be expanded by one member and shall appoint an individual identified by the Company and who is currently a member of the board of directors of the Company to fill such vacancy. No later than ten (10) days prior to the Closing Date, the Company shall identify to Parent such individual to be appointed to the board of directors of Parent.
Directorship. Nothing in this Agreement or in the Plan will be construed as constituting a commitment, guarantee, agreement or understanding of any kind or nature that the Company will continue to retain the Director, or as affecting in any way the right of the Company to terminate the service of the Director at any time.
