HOLDING OFFICE AS A DIRECTOR Sample Clauses

HOLDING OFFICE AS A DIRECTOR. The Employee is a director of the Company. The Company may from time to time appoint the Employee as a director of any Group Company. Employee’s Base Salary is inclusive of any fees due to him/her from the Company or any Group Company for holding such offices. The Company may remove you as a director of the Company or any Group Company at any time. Except with the prior approval of the board of directors of the Company, Employee must not resign as a director of the Company or any Group Company during his/her employment. Whilst Employee holds the office of director of the Company or of any Group Company, he/she must: (a) properly discharge the responsibilities of a director and carry out such activities as the board of directors of the Company may reasonably require including (if so requested) acting as an officer of any Group Company; (b) familiarize him/herself with and observe the Company’s and any relevant Group Company’s, constitution (as amended from time to time); (c) comply with all duties, responsibilities and obligations (whether statutory, fiduciary or common law) as a director of the Company and any relevant Group Company); (d) not do anything that would cause Employee to be disqualified from acting as a director, either by law or under the Company’s or any relevant Group Company’s constitution. On the termination of Employee’s employment, for any reason, Employee will (without compensation or payment); (i) resign with immediate effect as a director of the Company and of any Group Company and from any other offices he/she holds by virtue of the employment; and (ii) transfer to the Company or as the Company directs, any shares or other securities held by Employee as a nominee or trustee for the Company or any Group Company and deliver to the Company the related certificates. Employee irrevocably appoints such person as the board of directors of the Company may nominate to be Employee’s attorney with power in Employee’s name and on his/her behalf to execute any documents and do anything necessary to give effect to any such requirement to resign or to transfer shares or securities. The Company will maintain Director’s and Officer’s Liability insurance for Employee in respect of those liabilities which he/she may incur as a director or officer of the Company or any Group Company. The insurance (including risks covered, sums insured and time limitations) is subject to the terms of the policy as amended from time to time. A copy of this policy is avai...
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HOLDING OFFICE AS A DIRECTOR. Your basic salary is inclusive of any fees due to you from us or any Group Company as an officer of the Employer or any Group Company.
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Related to HOLDING OFFICE AS A DIRECTOR

  • Board Membership During the Employment Term, Executive will serve as a member of the Board, subject to any required Board and/or stockholder approval.

  • Continuing Director A "Continuing Director" shall mean a Director of the Company who (i) is not an Acquiring Person, an Affiliate or Associate, a representative of an Acquiring Person or nominated for election by an Acquiring Person, and (ii) was either a member of the Board of Directors of the Company on the date of this Agreement or subsequently became a Director of the Company and whose initial election or initial nomination for election by the Company's stockholders was approved by at least two-thirds of the Continuing Directors then on the Board of Directors of the Company.

  • Resignation as Director Upon the Company’s written request, Executive agrees to promptly resign as a member of the Company’s Board of Directors following any termination of his employment with the Company (or any parent or subsidiary of the Company).

  • Failure to Designate a Board Member In the absence of any designation from the Persons or groups with the right to designate a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible to serve as provided herein.

  • Resignation as Officer or Director Upon a termination of employment for any reason, Executive shall, resign each position (if any) that Executive then holds as an officer or director of the Company and any of its affiliates. Executive’s execution of this Agreement shall be deemed the grant by Executive to the officers of the Company of a limited power of attorney to sign in Executive’s name and on Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

  • Employee Called as a Witness Upon reasonable notification, the Employer will grant leave with pay to a witness called by an employee who is a party to the grievance.

  • Application for Employment Employee understands and agrees that, as a condition of this Agreement, Employee shall not be entitled to any employment with the Company, and Employee hereby waives any right, or alleged right, of employment or re-employment with the Company. Employee further agrees not to apply for employment with the Company and not otherwise pursue an independent contractor or vendor relationship with the Company.

  • Withdrawal of Resignation An employee may resign in good standing by giving written notice to his/her appointing authority at least seven (7) calendar days in advance of the effective date of his/her resignation. Such an employee may, with the approval of his/her appointing authority, withdraw his/her resignation up to ten (10) calendar days after the effective date. Such approval shall not be unreasonably denied. An employee who fails to give written notice to his/her appointing authority at least seven (7) calendar days in advance of the effective date of his/her resignation may not withdraw that resignation.

  • RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT The Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time.

  • Appearance as a Witness Notwithstanding any other provision of this Article V, the Company may pay or reimburse expenses incurred by a Covered Person in connection with his or her appearance as a witness or other participation in a Proceeding at a time when such Covered Person is not a named defendant or respondent in the Proceeding.

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