Formation of Compensation Committee Sample Clauses

Formation of Compensation Committee. Within 45 calendar days after the Closing Date, NBG shall form a standing compensation committee comprised of independent third party members of NBG's Board of Directors, which shall perform such duties that are designated by NBG, provided that, such duties shall include, without limitation, the annual verification of the accuracy of EBITDA as said term is defined in the employment agreements of each of Jxxx X. Xxxxxx, III, and Dxxx X. Xxxxxx existing as of the Closing Date, such verification to occur at the end of each fiscal year.
Sample 1
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Formation of Compensation Committee. As soon as practicable after execution of this Agreement, the Board of Directors shall establish a Compensation Committee consisting of two BMP Directors and one SCP Director. The Compensation Committee shall be responsible for making recommendations to the full Board of Directors for approving all management compensation, employee benefit plans and stock option grants. The Board of Directors shall have the power to accept or reject any recommendation of the Compensation Committee, but shall not approve an employee’s compensation in amounts that differ from the amounts recommended by the Compensation Committee.
Sample 1
Formation of Compensation Committee. 35 4.20.5 Substitution of Assignment of Life Insurance Policies..35 4.20.6 Opinions of California and Nevada Counsel..............36 4.20.7 Stock Certificates.....................................36 ARTICLE 5: NEGATIVE COVENANTS.............................................32 5.1. Capital Expenditures/Affiliate Station Expenses................32 5.2. Additional Indebtedness........................................32 5.3. Guaranties.....................................................33 5.4. Loans..........................................................33 5.5. Liens and Encumbrances; Negative Pledge........................33 5.6. Transfer of Assets.............................................35 5.7. Acquisitions and Investments...................................35 5.8. New Ventures; Mergers..........................................36 5.9. Transactions with Affiliates...................................36 5.10. Distributions or Dividends.....................................37 5.11. Payment of Subordinated Indebtedness...........................37 5.12. Payment of Management Fees and Other Compensation..............37 5.13. Issuance of Additional Equity..................................37 5.14. Removal of Assets..............................................37 5.15. Modifications to Organic Documents.............................38 5.16. Terms of and Modifications to Material Relationships...........38 5.17. Margin Stock Restrictions; Other Federal Statutes..............38 5.18. Radio Station Obligations......................................38 ARTICLE 6: ADDITIONAL COLLATERAL AND RIGHT OF SET OFF.....................39
Sample 1
Formation of Compensation Committee. 35 4.20.5 Substitution of Assignment of Life Insurance Policies..............35 4.20.6 Opinions of California and Nevada Counsel..........................36 4.20.7 Stock Certificates.................................................36. ARTICLE 5: NEGATIVE COVENANTS..........................................................32 5.1. Capital Expenditures/Affiliate Station Expenses..............................32 5.2. Additional Indebtedness......................................................32 5.3. Guaranties...................................................................33
Sample 1
Formation of Compensation Committee. As soon as practicable after execution of this Agreement, the Board of Directors shall establish a Compensation Committee consisting of one Common Director (who, unless such person is not serving as a director, shall be the President or Chief Executive Officer of the Corporation)
Sample 1

Related to Formation of Compensation Committee

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

  • Reporting Subawards and Executive Compensation a. Reporting of first-tier subawards.

  • Benefits Committee As per LOA#10, a benefits committee comprised of the employee representatives and the employer representatives, including the Crown, shall convene upon request to address all matters that may arise in the operation of the OSSTF ELHT.

  • Function of Committee The Committee shall concern itself with the following general matters: a) Considering constructive criticisms of all activities so that better relations shall exist between the Employer and the employees. b) Improving and extending services to the public. c) Promoting safety and sanitary practices. d) Reviewing suggestions from employees, questions of working conditions and service (but not grievances). e) Correcting conditions which might cause grievances and misunderstandings.

  • Compensation of Consultant Town agrees to pay to Consultant for satisfactory completion of all services included in this Agreement a total fee of Fifty Thousand ($50,000.00) for the Project as set forth and described in Exhibit B - Compensation Schedule and incorporated herein as if written word for word. Lump sum fees shall be billed monthly based on the percentage of completion. Hourly not to exceed fees shall be billed monthly based on hours of work that have been completed. Direct Costs for expenses such as mileage, copies, scans, sub- consultants, and similar costs are included in fees and shall be billed as completed. Consultant agrees to submit statements to Town for professional services no more than once per month. These statements will be based upon Consultant's actual services performed and reimbursable expenses incurred, if any, and Town shall endeavor to make prompt payments. Each statement submitted by Consultant to Town shall be reasonably itemized to show the amount of work performed during that period. If Town fails to pay Consultant within sixty (60) calendar days of the receipt of Consultant's invoice, Consultant may, after giving ten (10) days written notice to Town, suspend professional services until paid. Nothing contained in this Agreement shall require Town to pay for any work that is unsatisfactory as reasonably determined by Town or which is not submitted in compliance with the terms of this Agreement. The Scope of Services shall be strictly limited. Town shall not be required to pay any amount in excess of the original proposed amount unless Town shall have approved in writing in advance (prior to the performance of additional work) the payment of additional amounts.

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.

  • Annual Incentive Compensation Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.

  • Evaluation Committee 16.2.1 The Association and the Board agree to establish a standing joint Evaluation Development Committee for the purpose of regularly reviewing the effectiveness of the policy, procedure and process, including the evaluation instrument, for the evaluation of teachers in the District and to provide recommendations to the Superintendent and Board by April 30.

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