Non-Employee Director Compensation. As of the Effective Time, the members of the Board who are not employees of the Company or any of its subsidiaries (the "NON-EMPLOYEE DIRECTORS") shall initially receive the following as compensation for their services on the Board: (a) an annual fee of $20,000, (b) an additional fee of $1,000 per meeting (not to exceed $4,000 per year), (c) with respect to the chairman of the Board or any committee or sub-committee thereof, an additional fee of $1,000 per meeting (not to exceed $4,000 per year) and (d) stock options under and in accordance with the terms of the Company Stock Incentive Plan, as determined by the Board or a committee thereof after the Effective Time. The compensation arrangements of the Non-Employee Directors may be established or amended by the Board or a committee thereof from time to time, in accordance with the Company's Certificate of Incorporation and Bylaws.
Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation for non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to time determine the terms, conditions and amounts of all such non-employee Director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation for services as a non-employee Director during any fiscal year of the Company may not exceed $[__], increased to $[__] for a non-employee Director’s initial fiscal year of service as a non-employee Director. The Administrator may make exceptions to these limits for individual non-employee Directors in extraordinary circumstances, as the Administrator may determine in its discretion, provided that the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee Directors.
Non-Employee Director Compensation. If and to the extent that the Company compensates its non-employee directors, the Company shall compensate all non-employee Investor-designated directors in a uniform manner.
Non-Employee Director Compensation. Notwithstanding anything to the contrary herein, this Agreement shall not impact Consultant’s eligibility to receive compensation (including equity awards) to which he would otherwise be entitled as a non-employee member of the Board.
Non-Employee Director Compensation. During Executive’s term(s) of service on the Board following the Departure Date, Executive shall be eligible to receive, and shall receive, the compensation payable to non-employee directors under the terms and conditions of the Company’s Amended and Restated Stock Option Program for Nonemployee Directors (as amended from time to time, the “Director Program”); provided, however, that in lieu of receiving any compensation that is payable to non-employee directors under the Director Program during 2019, Executive shall on or about March 21, 2019 be granted a stock option under the Company’s Amended and Restated 2011 Incentive Plan to purchase that number of shares of Class C capital stock with a Black-Xxxxxxx-Xxxxxx value equal to $400,000, with any fractional share rounded to the nearest whole share (0.5 to be rounded up) (the “Director Option”). The Director Option shall be fully vested and exercisable as of its grant date and shall have a ten (10)-year term, subject to earlier termination as set forth in paragraph 3.2. For the avoidance of doubt, the Parties agree that, during Executive’s term(s) of service on the Board following the Departure Date, Executive shall be deemed to have been an “Eligible Director” (as defined in the Director Program) during the twelve months preceding the applicable grant date (or such other applicable standard) for purposes of receiving compensation payable to non-employee directors in years 2020 and later.
Non-Employee Director Compensation. For the period beginning with your Retirement Date and ending at the conclusion of the 2015 Annual Meeting of Shareholders, you will serve as Non-Executive Chairman of the Board of Directors, with the duties and responsibilities are described on Exhibit A. This is a non-officer, non-employee, independent contractor position. For such Board service, you will be entitled to the following compensation (which will be paid quarterly in arrears):
Non-Employee Director Compensation. While you are an employee, you will not earn any non-employee director cash retainers, equity grants or other compensation under the Company’s Non-
Non-Employee Director Compensation. While you are an employee, you will not earn any non-employee director cash retainers, equity grants or other compensation under the Company’s Directors Compensation Policy for your services as director; however, you will remain eligible to receive the equity incentive portion of your annual retainer (disregarding any election to receive equity in lieu of cash) due to you under the Directors Compensation Policy for your Board service through the Company’s 2022 annual meeting of stockholders, which shall be granted to you upon the adoption of the Plan.
Non-Employee Director Compensation. During the Consulting Period, Marciano shall be eligible to receive any compensation provided to the non-employee members of the Board pursuant to the Company’s generally applicable non-employee director compensation arrangements, and nothing in this Consulting Agreement shall limit Marciano’s rights to receive additional compensation for his services as a member of the Board following the Retirement Date.
Non-Employee Director Compensation. The Company agrees that from the Effective Date until the Termination Date, the New Director shall be entitled to receive the same compensation package paid to other non-employee directors for their Board and committee service, pro-rated to his time in office, as applicable for his committee membership.
