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 an...
Directorships. 15.1 The Executive’s office as a director of the Company or any other Group Company is subject to the Articles of Association of the relevant company (as amended from time to time). If the provisions of this agreement conflict with the provisions of the Articles of Association, the Articles of Association will prevail.
15.2 The Executive must resign from any office held in any Group Company if he is asked to do so by the Company.
15.3 If the Executive does not resign as an officer of a Group Company, having been requested to do so in accordance with clause 15.2, the Company will be appointed as his attorney to effect his resignation. By entering into this agreement, the Executive irrevocably appoints the Company as his attorney to act on his behalf to execute any document or do anything in his name necessary to effect his resignation in accordance with clause 15.2. If there is any doubt as to whether such a document (or other thing) has been carried out within the authority conferred by this clause 15.3, a certificate in writing (signed by any director or the secretary of the Company) will be sufficient to prove that the act or thing falls within that authority.
15.4 The termination of any directorship (or other office) held by the Executive will not terminate the Executive’s employment or amount to a breach of terms of this agreement by the Company.
15.5 During the Employment the Executive will not do anything which could cause him to be disqualified from continuing to act as a director of any Group Company.
15.6 The Executive must not resign his office as a director of any Group Company without the agreement of the Company.
Directorships. Executive may be required, in the sole discretion of the Company, to perform services for any Company Affiliate and may be required to undertake the role and duties of an officer or director of any Company Affiliate. No additional compensation will be paid in respect of these appointments.
Directorships. 15.1 It is acknowledged by the employee that the Company and any other member of the Novogen Group may require the Employee to serve as a director on the Board of any member to the Novogen Group.
15.2 It is further acknowledged that the Employee shall serve as a director of another member of the Novogen Group as the nominee of the Company, and that the Employee must retire as a director from any such Board forthwith upon his being requested to do so by the Company.
15.3 In the event of the Employee ceasing to be an employee of the Company or member of the Novogen Group, he is deemed to have automatically retired from and vacated his office as a member of the Board of each member of the Novogen Group and the Employee gives an irrevocable authority to the Managing Director or other appointee of the Board to do all things and execute all documents necessary on behalf of the Employee to give effect to the resignations.
Directorships. The Employee shall be entitled to accept positions as director of other corporations, whether such corporations are engaged in the mining industry or not, provided any such directorship is first approved by the Corporation, which approval shall not be unreasonably withheld.
Directorships. 12.1 The Executive (if a director of the Company) shall not be entitled (except with the written consent of the board of directors of the Company) during the continuance of this Agreement to resign his directorship or disqualify himself from holding office as a director. If the Executive is or becomes disqualified from being a director by reason of any order made by any competent court, the Company may terminate the Executive’s employment summarily without compensation.
12.2 Unless the Company otherwise agrees in writing, the Executive shall upon the termination of this Agreement and his employment hereunder for any reason whatsoever without another Agreement being entered into between the parties be deemed with effect from the date of such termination to have resigned any directorship of the Company which he may then hold. The Company is irrevocably authorised by the Executive to appoint someone in his name and on his behalf to sign any documents and to do all things necessary to give effect to his resignation.
Directorships. 15.1 The Company may require the Employee to serve as a director on the board of any member to the Novogen Group.
15.2 If the Employee is required to serve as a director of another member of the Novogen Group as the nominee of the Company the Employee must retire as a director from any such board upon his being requested to do so by the Company.
15.3 If the Employee ceases to be an employee of the Company or a member of the Novogen Group, he is taken to have automatically retired as a director of each member of the Novogen Group. In consideration of the benefits given by this Agreement to the Employee the Employee is taken to have given an irrevocable authority to the Managing Director or other appointee of the Board to do all things and execute all documents necessary on behalf of the Employee to give effect to the resignations.
Directorships. 13.1 The Executive’s office in any Group Company is subject to the Articles of Association of the relevant company (as amended from time to time). If the provisions of this Agreement conflict with the provisions of the Articles of Association, the Articles of Association will prevail.
13.2 The Executive must resign from any office held in any Group Company if asked at any time to do so by the Employer.
13.3 By entering into this Agreement, the Executive irrevocably appoints the Employer as attorney to act in the Executive’s name and on the Executive’s behalf to execute any document or do anything in the Executive’s name necessary to effect the Executive’s resignation in accordance with Clause 13.2. If there is any doubt as to whether such a document (or other thing) has been carried out within the authority conferred by this Clause 13.3, a certificate in writing (signed by any director or the secretary of the Employer) will be sufficient to prove that the act or thing falls within that authority.
13.4 The termination of any directorship or other office held by the Executive will not terminate the Executive’s employment or amount to a breach of terms of this Agreement by the Employer.
13.5 During the Employment the Executive will not do anything which could cause the Executive to be disqualified from continuing to act as a director of any Group Company.
13.6 The Executive must not resign office as a director of any Group Company without the agreement of the Employer.
Directorships. 21.1 The Executive shall accept appointment as a director of the Company and of any such Group Company or other company as the Company may reasonably require in connection with the Executive’s appointment under this Agreement and the Executive shall resign without claim for compensation from office as a director of any such company (other than the Company or IHG) at any time on request by the Company, which resignation shall not affect the continuance in any way of this Agreement. The Executive shall immediately account to the Company for any director’s fees or other emoluments, remuneration or payments either receivable or received by the Executive by virtue of the Executive’s holding office as such director (or waive any right to the same if so required by the Company).
21.2 Upon the termination of the Executive’s employment with the Company however arising and for whatsoever reason the Executive shall, upon the request of the Board, resign without claim for compensation (but without prejudice to any claim the Executive may have for damages for breach of this Agreement) from:
(a) office as a director of the Company or of any Group Company or of any other company in which the Executive holds a directorship at the Company’s request; and
(b) all offices held by the Executive in any or all of such companies; and
(c) all trusteeships held by the Executive of any pension plan or other trusts established by the Company, any Group Company or any other company with whom the Executive has had dealings as a consequence of the Executive’s employment by the Company.
21.3 Should the Executive fail to resign from office as a director or from any other office or trusteeship in accordance with clauses 21.1 or 21.2, either during the Executive’s employment, when so requested by the Company, or on its termination, the Company is hereby irrevocably authorised to appoint a person in the Executive’s name and on the Executive’s behalf to execute any documents and to do all things required to give effect to the resignation.
21.4 Save with the prior agreement in writing of the Company, the Executive shall not, during the continuance of this Agreement, resign from any office as a director of the Company, any Group Company or of any other company in which the Executive holds a directorship at the Company’s request or do anything that would cause the Executive to be disqualified from continuing to act as a director.
Directorships. 15.1 If requested by the Company, the Employee shall serve as director of the Company and any Group Company as required from time to time. The Employee will:
15.1.1 comply with the articles of association (as amended from time to time) of any Group Company of which the Employee is a director or otherwise responsible; and
15.1.2 not do anything that would cause the Employee’s disqualification as a director.
15.2 On Termination or at any time at the Company’s request, the Employee shall:
15.2.1 immediately resign, without any claim for compensation, from any directorships or offices in any Group Company; and
15.2.2 transfer to the Company or as it may direct, without payment, any shares or other securities held by the Employee in any Group Company, which are held as a nominee or trustee for or for the benefit of, any Group Company and deliver to the Company the related certificates and do all acts or things necessary to give effect to the same.
15.3 Except with the prior approval of the Board or as required by this Agreement the Employee shall not resign as a director of any Group Company.
15.4 By way of security for the Employee’s obligations under this Agreement, the Employee hereby irrevocably appoints the Company to be their attorney to execute and do any such instrument or thing and generally to use the Employee’s name for the purpose of giving the Company or its nominee the full benefit of clause 15.
15.5 Any appointment of the Employee as a statutory director of any Group Company shall not amount to a term of employment. In the event of the Employee ceasing to be a statutory director as a result of the Company removing the Employee from any such directorship at any time for any reason this will not amount to a breach of this agreement and shall not give rise to a claim for damages or compensation
15.6 The Employee consents to any Group Company making their service contract (as defined in the Companies Act 2006) available for inspection in compliance with that Act notwithstanding that it contains their residential address.
15.7 If during the Employee’s employment he/she ceases to be a director of any Group Company, the Company may elect whether their employment shall continue as an employee only based on the needs of the business and the requirements of the role. The Employee shall have no claims in respect of such cessation of office.
