Termination of Board Membership definition

Termination of Board Membership means, with respect to any Eligible Director, his or her ceasing to be a member of the Board of Directors.
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Termination of Board Membership means, with respect to a Participant, and subject to the provisions of Article 8(d), the date on which a Participant ceases to be a member of the Board, provided, however, that such cessation constitutes a separation from service from the Company and its Affiliates that meets the requirements of Treasury Regulation Section 1.409A-1(h).
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Termination of Board Membership means, solely with respect to a Deferred Stock Unit Award, (i) the date on which the Board Membership of a Participant terminates, provided that such termination constitutes a separation from service from the Company and its affiliates that meets the requirements of the default provisions of Treasury Regulation Section 1.409A-1(h) or the successor thereto or (ii) such later date on which the Participant incurs a separation from service from the Company and its affiliates that meets the requirements of the default provisions of Treasury Regulation Section 1.409A-1(h) or the successor thereto.
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Examples of Termination of Board Membership in a sentence

  • Termination of Board Membership Any member of the Board who is absent from three (3) consecutive regular meetings of the Board shall lose membership on the Board at the next regular Board meeting, unless excused by vote of the Board.

  • The bidder does not know the other bids submitted until the bid results are determined.

  • The balance credited to each Participant’s Stock Unit Account as of the date of the Participant’s Termination of Board Membership shall be paid or distributed within 90 days after the end of the calendar quarter in which the Participant’s Termination of Board Membership occurs, the exact date to be determined by the Administrative Committee acting in its discretion.

  • Approval on the amendment of Article (16) of the Company’s Article of Association relating to (Termination of Board Membership).

  • There also is little research regarding factors that have influenced the development of social networks and administrative structures that have been designed to assist visually-impaired students acquire knowledge of campus activities and participate in the higher education experience.

  • Upon an Eligible Director’s Termination of Board Membership for any reason other than removal for cause in accordance with law, the Eligible Director (or if such Termination has occurred by reason of death, his or her Beneficiary) shall be entitled to receive payment with respect to all Annual Award Units and related DividendEquivalent Units then standing to his or her credit in his or her Award Unit Account.

  • A lump sum in cash which (subject to § 6.2(c)) shall be paid within 90 days after the end of the calendar quarter in which the Participant’s Termination of Board Membership occurs, the exact date to be determined by the Administrative Committee acting in its discretion.

  • The quarterly payments shall be determined in accordance with a formula approved by the Administration Committee which shall be intended to make the installments to the extent practicable level installments, and the installments shall (subject to § 6.2(c)) be paid on the first day of each calendar quarter following the date of the Participant’s Termination of Board Membership.


More Definitions of Termination of Board Membership

Termination of Board Membership means (i) the date on which the Board Membership of a Participant terminates, provided that such termination constitutes a “separation from service” within the meaning set forth in Treasury Regulation Section 1.409A-1(h), or the successor thereto, or (ii) such later date on which the Participant incurs a “separation from service” within the meaning set forth in Treasury Regulation Section 1.409A-1(h).
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Related to Termination of Board Membership

  • Share Termination Settled” in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction.

  • Termination for Cause or "Cause" shall mean termination because of the Executive's personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, conviction of a felony with respect to the Bank or the Company or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Termination of Directorship means that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of his or her directorship, his or her ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge by the Company other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Employment Termination means the effective date of: (i) Executive’s voluntary termination of employment with the Company with Good Reason, or (ii) the termination of Executive’s employment by the Company without Good Cause.

  • Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:

  • Termination of Services means Participant’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

  • Voluntary Termination means the termination by Executive of Executive's employment following a Change in Control which is not the result of any of clauses (i) through (v) set forth in the definition of Involuntary Termination above.

  • Voluntary Termination for Good Reason means that the Executive voluntarily terminates his employment after any of the following are undertaken without Executive’s express written consent:

  • Termination Without Cause means the termination of the Employee’s employment by the Employer for any reason other than (i) Termination With Cause, or (ii) a termination by the Employer due to the Employee’s death or disability.

  • Involuntary Termination of Employment means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination of employment by a Participant Employee for Good Reason.

  • Termination of Consultancy means: (a) that the Consultant is no longer acting as a consultant to the Company or an Affiliate; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of such Consultant’s consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Consultancy in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Consultancy thereafter, provided that any such change to the definition of the term “Termination of Consultancy” does not subject the applicable Award to Section 409A of the Code.

  • Termination Other Than For Cause means termination by the Company of Employee's employment by the Company for reasons other than those which constitute Termination for Cause.

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Termination for Just Cause means termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.

  • Employment Termination Date means, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company.

  • Director Emeritus means a person serving as a director emeritus, advisory director, consulting director, or other similar position as may be appointed by the Board of Directors of the Savings Bank or the Company from time to time.

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • Constructive Termination means:

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Termination Compensation means a monthly cash amount equal to one-twelfth ( 1/12th) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Change in Control Termination means that while this Agreement is in effect: