Membership on Board. Employee’s membership on the Board of Directors shall cease concurrent with the effective date of termination (for any reason) of Employee’s employment.
Membership on Board. As long as Executive serves as CEO, the Company will nominate Executive for election and/or reelection as a member of the Board whenever his term is scheduled to expire. Executive may be removed from the Board in accordance with applicable law and the Company’s Bylaws.
Membership on Board. Executive will be promptly elected to the Board upon the Closing, and as long as Executive serves as CEO, the Company will nominate Executive for election and/or reelection as a member of the Board whenever his term is scheduled to expire. Executive may be removed from the Board in accordance with applicable law and the Company’s Bylaws. Upon any termination of employment of Executive with the Company, Executive agrees to resign from the Board upon the date of Executive’s termination of employment.
Membership on Board. Neither the grant of the Option evidenced by this Agreement nor any term or provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to retain the Director as a member of the Board for any period.
Membership on Board. Xxxxxx shall remain Chairman of the Board and a director of the Company until his resignation, or his removal in accordance with the Company’s Certificate, Bylaws, and Delaware General Corporation Law. Notwithstanding the foregoing, Xxxxxx hereby agrees to resign from the Board within fifteen (15) days of any request to do so by a majority of the Board members (not including Xxxxxx). As a director of the Company, Xxxxxx shall be entitled to full reimbursement for all pre-approved business expenses incurred as a Board member in accordance with Company policy, as well as being allowed to participate in any Board compensation plans that may be adopted by the Company, either now or in the future. In addition to his regular duties as Chairman of the Board, Xxxxxx shall continue to manage certain discrete projects for the Company that he was managing prior to the Resignation Date as directed by the Board and shall make himself available to address any transition issues that may arise with respect to the transition to Xx. Xxxx. Xxxxxx shall be reimbursed up to $500 per month in actual out-of-pocket expenses incurred in connection with his work for such projects. All such reimbursements shall be made in accordance with the Company’s business expense reimbursement policy.
Membership on Board. The Company's By-laws provide for a five-person Board of Directors subject to increase pursuant to the By-Laws. Promptly upon the Closing Date and for so long as the Pioneer Partnership or its partners own any shares of Company's Preferred Stock or Common Stock directly or through the possible conversion of Preferred Stock all on a fully diluted basis, the Company's principal stockholders shall cause one (1) designee from the Pioneer Partnership to be nominated and elected to serve as a director of the Company. Except as provided for in Section 1.10(b) in connection with an Event of Default or elsewhere in this Agreement, additional membership on the Board shall require majority approval of the remaining members of the Board of Directors or election at a meeting of shareholders. Both a Compensation Committee and an Audit Committee of the Board of Directors shall have been established prior to the Closing Date. The Compensation Committee shall consist of a maximum of three directors: a designee of the Pioneer Partnership, a designee of Xxxxxxxxx and one other independent person selected by the Board. The Audit Committee shall consist of a maximum of three directors: a designee of the Pioneer Partnership, a designee of Xxxxxxxxx, and one other independent person selected by the Board. The Compensation Committee shall be maintained to consider and recommend to the Board of Directors matters concerning the compensation of executives, awards of stock options, and other incentive compensation.
Membership on Board. The Company agrees that, during Employee's employment, the Company shall use its best efforts to ensure that the Employee is a voting member of the Company's Board. In the event that the Employee's membership on the Board is terminated for any reason, the Company agrees that it will notify the Employee in advance of any and all formal or informal meetings of the Board; the Employee shall have the right to attend such meetings during the Term of employment, and if he chooses to attend such meetings, the Company shall pay for all travel expenses incurred in attending. The parties agree that this subsection 1.05 constitutes a material term of this Agreement. Other than as stated in this paragraph 1.05, this Agreement shall not in any way affect the Employee's membership on the Board.
Membership on Board. The Company's bylaws shall provide for a five (5) person Board of Directors. Promptly upon the Closing Date and for so long as Pioneer Ventures and/or its assigns or its limited partners collectively own five (5%) percent or more of the Company's Common Stock directly or through the possible conversion of Preferred Stock all on a fully diluted basis, the Company's principal stockholders shall cause two (2) designees from Pioneer Ventures to be nominated and elected to serve as directors of the Company. Present Company management shall be entitled to designate two (2) directors to serve on the Board; Xx. Xxxxx and Xx. X. Lerman shall be deemed acceptable by all parties hereto as the current remaining board members. And the "CEO-to-be-hired" shall be entitled to the fifth board seat; these designations are subject to Pioneer Ventures' rights set forth in Section 1.10(b) hereof. Except as provided for herein, additional membership on the Board shall require majority approval of the remaining members of the Board of Directors or election at a meeting of shareholders. At the organizational or first meeting of the reconstituted Board of Directors, a Compensation Committee of the Board shall be established. The Compensation Committee shall consist of three directors; a designee of the Pioneer Ventures, a designee of the Principal Stockholders, and one other person selected by the Board. The Compensation Committee shall be maintained to consider and recommend to the Board of Directors matters concerning the compensation of executives and employee awards of stock options and other incentive compensation.
Membership on Board. The Company's By-laws provide for a three (3) person Board of Directors subject to increase pursuant to the By-Laws. Promptly upon the Closing Date and for so long as the Pioneer Partnership or its partners own any shares of the Company's Preferred Stock or Common Stock directly or through the possible conversion of Preferred Stock all on a fully diluted basis, the Company's Principal Shareholders shall cause one (1) designee from the Pioneer Partnership to be nominated and elected to serve as a director of the Company. Except as provided for in section 1.10(b) in connection with an Event of Default or elsewhere in this Agreement, additional membership on the Board shall require majority approval of the remaining members of the Board of Directors or election at a meeting of shareholders. Both a Compensation Committee and an Audit Committee of the Board of Directors shall have been established prior to the Closing Date. The Compensation Committee shall consist of a maximum of three directors, including a designee of the Pioneer Partnership. The Audit Committee shall consist of a maximum of three directors, including a designee of the Pioneer Partnership. The Compensation Committee shall be maintained to consider and recommend to the Board of Directors matters concerning the compensation of executives, awards of stock options, and other incentive compensation.
Membership on Board. The Company's bylaws shall provide for a maximum of seven (7) person Board of Directors. Promptly upon the Closing Date and for so long as the Pioneer Partnership or its limited partners and/or its assigns collectively own at least three (3%) percent of the Company's Common Stock directly or through the possible conversion of Preferred Stock, the Company's principal stockholders shall cause one (1) designee from the Pioneer Partnership to be nominated and elected to serve as directors of the Company. These designations are subject to the Pioneer Partnership's rights set forth in Section 1.10(b) hereof. Except as provided for herein, additional membership on the Board shall require majority approval of the remaining members of the Board of Directors or election at a meeting of shareholders. At the next meeting of the Board of Directors, a Compensation Committee of the Board shall be established. For so long as the Pioneer Partnership or its limited partners and/or its assigns collectively own at least three (3%) percent of the Company's Common Stock directly or through the possible conversion of Preferred Stock, the Compensation Committee shall consist of three directors; a designee of the Pioneer Partnership, a designee of the Principal Stockholders, and one other person selected by the Board. The Compensation Committee shall be maintained to consider and recommend to the Board of Directors matters concerning the compensation of executives and employee awards of stock options and other incentive compensation.
