Parent Nonemployee Director means each member of the Parent Board as of immediately after the Effective Time who is not a Parent Group Employee.
Parent Nonemployee Director has the meaning set forth in the Employee Matters Agreement.
Nonemployee Director means a Director who is not an Employee.
Employee Director means a member of the Board of Directors of the Company that is also an Employee of the Company.
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.
Nonemployee Director Award means any Award granted to a Nonemployee Director.
Non-Employee Directors means that term as defined in Rule 16b-3 under the 1934 Act.
Inside Director means a Director who is an Employee.
Outside Director means a Director who is not an Employee.
Eligible Director means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “outside director” within the meaning of Section 162(m) of the Code.
Eligible Directors means, with respect to a Regulated Fund and a Potential Co-Investment Transaction, the members of the Regulated Fund’s Board eligible to vote on that Potential Co-Investment Transaction under Section 57(o) of the Act (treating any registered investment company or series thereof as a BDC for this purpose).
Director Option means an Option granted pursuant to Section 6.
Director Award means the grant of any Award (other than an Incentive Stock Option), whether granted singly, in combination, or in tandem, to a Participant who is a Director pursuant to such applicable terms, conditions, and limitations established by the Board.
Section 162(m) Participant means any key Employee designated by the Administrator as a key Employee whose compensation for the fiscal year in which the key Employee is so designated or a future fiscal year may be subject to the limit on deductible compensation imposed by Section 162(m) of the Code.
Continuous Status as an Employee, Director or Consultant means the employment or relationship as a Director or Consultant is not interrupted or terminated. The Board, in its sole discretion, may determine whether Continuous Status as an Employee, Director or Consultant shall be considered interrupted in the case of: (i) any leave of absence approved by the Board, including sick leave, military leave, or any other personal leave; or (ii) transfers between locations of the Company or between the Company, Affiliates or their successors.
Non-Exempt Director Award means a Non-Exempt Award granted to a Participant who was a Director but not an Employee on the applicable grant date.
Non-Key Employee means any Employee who is not a Key Employee.
shadow director means, in relation to a company, any person in accordance with whose directions or instructions the directors of the company are accustomed to act, but the person is not deemed to be a shadow director by reason only that the directors act on advice given by that person in a professional capacity; and
Qualified Director means a person who, at the time action is to be taken under:
Outside Directors means members of the Board who are not officers of the Company or any of its Subsidiaries and who are not Acquiring Persons or representatives, nominees, Affiliates or Associates of Acquiring Persons.
Deferred Stock Unit means a right granted to a Participant under Article 9 to receive Shares (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections.
Non-U.S. Participant means any Participant that if it were a Lender would qualify as a Non-U.S. Lender.
Deferred Stock Award means Awards granted pursuant to Section 8.
Plan Share Award means a right granted under this Plan to receive Plan Shares.
Section 16 Participant means a participant under the Plan who is then subject to Section 16 of the Exchange Act.
Stock Unit means a bookkeeping entry representing the equivalent of one Share, as awarded under the Plan.
Management Director means a Person selected in accordance with Article IV of this Agreement who shall have the powers and duties to manage the business and affairs of the Company and exercise its powers to the extent set forth in this Agreement, the Certificate and the Act. Each Management Director shall be a “manager” of the Company within the meaning of the Act.
Deferred member means a person who elected to receive deferred vested retirement