Non-Employee Director definition

Non-Employee Director means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

Non-Employee Director means a member of the Board who is not also an employee of the Company or any Subsidiary.

Non-Employee Director means a Director who is not an Employee.

Examples of Non-Employee Director in a sentence

• At the close of business on the date of each annual meeting of the Company’s shareowners (the “Annual Meeting Date”), each person who is then a Non-Employee Director and will continue to serve as a Non-Employee Director immediately following such Annual Meeting Date will receive shares of Class A common stock, par value $0.01 per share (“Common Shares”), with an aggregate value of $175,000 (an “Annual Grant”).

• Notwithstanding anything to the contrary in this Director Compensation Policy, all compensation payable hereunder will be subject to any limits on the maximum amount of Non-Employee Director compensation set forth in the Equity Plan, as in effect from time to time.

• With respect to cash compensation, each Non-Employee Director may elect to receive Common Shares in lieu of all or a portion of such cash compensation to which the Non-Employee Director would otherwise be entitled to, as described above.

• Each Non-Employee Director shall make any such election by notifying the Chief Human Resources Officer in writing during a period in which the Company is in an open trading window and the Non-Employee Director is not aware of any material non-public information.

• The Company will reimburse each Non-Employee Director for ordinary, necessary and reasonable out-of-pocket travel expenses in accordance with the Company’s travel and expense policy, as in effect from time to time, to cover in-person attendance at and participation in Board meetings and meetings of any committee of the Board; provided, that the Non-Employee Director timely submits to the Company appropriate documentation substantiating such expenses in accordance with such policy.

More Definitions of Non-Employee Director

Non-Employee Director means a member of the Board who is not an Employee.

Non-Employee Director means a Director of the Company who is not an Employee.

Non-Employee Director means a member of the Board who qualifies as a “Non-Employee Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor definition adopted by the Board.

Non-Employee Director means a Director who is a “non-employee director” within the meaning of Rule 16b-3.

Non-Employee Director means a member of the Board who is not an employee of the Company or any Affiliate.

Non-Employee Director means a Director who is not an Employee of the Company or any Parent or Subsidiary.

Non-Employee Director means a Director of the Company who either (i) is not a current Employee or Officer of the Company or its parent or a subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or a subsidiary for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)) and does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.