Termination of Board Service definition

Termination of Board Service means the time when a Director ceases to be a member of the Board for any reason, including, but not by way of limitation, a termination by resignation, expiration of term, removal (with or without cause), retirement or death.
Sample 1Sample 2Sample 3
Termination of Board Service means the earliest date on which both of the following conditions are met: the Participant (1) has ceased to be an Eligible Director, and (2) is neither an employee of the Partnership, the General Partner or any of their Affiliates nor a member of the board of an Affiliate. With respect to a Participant who is a U.S. taxpayer, “Termination of Board Service” shall have the same meaning as a “separation from service” under section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).
Sample 1Sample 2Sample 3
Termination of Board Service means the earliest date on which both of the following conditions are met: (1) the Participant has ceased to be a member of the Board or of the Board of Directors of any Subsidiary of the Corporation for any reason whatsoever, including the death of a Participant; and (2) the Participant is neither an employee of the Corporation or of a Subsidiary of, nor a member of the Board of Directors of the Corporation or of the Board of Directors of any Subsidiary of the Corporation.
Sample 1Sample 2

Examples of Termination of Board Service in a sentence

  • However, Share Units already credited to such person’s account shall remain governed by the Plan for so long as there has been no Termination of Board Service with respect to such person.

  • No payment of Share Units shall be made by the Corporation to a Participant under the Plan until Termination of Board Service has occurred with respect to such Participant.

  • The value of the Share Units credited to the account under the Plan of each Participant who is not a U.S. taxpayer shall be redeemable by the Participant (or where the Participant has died, his Beneficiary) at the Participant’s option (or after the Participant’s death, at the option of his Beneficiary) following the Participant’s Termination of Board Service by providing written notice of redemption to the Corporate Secretary of the General Partner specifying one of the dates specified in Section 8.1(c).

  • Notwithstanding any other provision of the Plan, all Common Units to be purchased and delivered and all payments payable to or in respect of a Participant’s Share Units hereunder, shall be delivered or paid in accordance with the Participant’s election of an Entitlement Date pursuant to Section 8.1, but in no event later than December 31 of the calendar year following the year in which the Participant’s Termination of Board Service occurs.

  • In such a circumstance, the U.S. Participant may make a Value Election after Termination of Board Service but before such date.

  • Except as may be determined by the Committee, and approved by the Board, or except as set forth below in this Section 8, the entitlement date ("Entitlement Date") of a Participant with respect to whom Termination of Board Service has occurred shall be the fourth trading day following the release of the Corporation's quarterly or annual results immediately following Termination of Board Service by the Participant.

  • However, Share Units already credited to such person's account shall remain governed by the Plan for so long as there has been no Termination of Board Service with respect to such person.

  • A Nonemployee Director's eligibility under the Plan automatically terminates on the date of Termination of Board Service.

  • In no event shall the Entitlement Date occur later than the end of the first calendar year commencing after Termination of Board Service by the Participant.

  • Participants who are U.S. taxpayers shall provide a written election to the Corporate Secretary of the General Partner prior to the end of each year that they are a Participant, fixing a single payout date following Termination of Board Service with respect to Share Units to be earned in the calendar year commencing immediately following the year in which such election is made.


More Definitions of Termination of Board Service

Termination of Board Service. , in respect of a Participant, means the latest of (i) the date on which the Participant ceases to be a Director or a member of the board of directors of an Affiliate of the Partnership or the General Partner, and (ii) the date on which the Participant ceases to be employed by the Partnership, the General Partner or any of their Affiliates, if applicable. With respect to a U.S. Participant, "Termination of Board Service" shall have the same meaning as a "separation from service" under Section 409A; and
Sample 1

Related to Termination of Board Service

  • 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.

  • 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 for Cause means termination because of: (1) Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order or material breach of any provision of this Agreement which results in a material loss to the Institution or the Holding Company, or (2) Executive's conviction of a crime or act involving moral turpitude or a final judgement rendered against Executive based upon actions of Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Institution or its affiliates. Notwithstanding the foregoing, 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 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, 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. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

  • Termination Without Cause means a Separation as a result of a termination of the Executive’s employment by the Company without Cause and other than as a result of Disability.

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge 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.

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

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

  • 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.

  • Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 10(c) following the occurrence, without the Executive's written consent, of one or more of the following events (except as a result of a prior termination):

  • 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).

  • Voluntary Termination for Good Reason means the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.

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

  • Termination of Service means:

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Initial Termination Date has the meaning set forth in Section 9.1(b)(i).

  • Optional Termination The termination of the trust created hereunder in connection with the purchase of the Mortgage Loans pursuant to Section 9.01(a) hereof.

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

  • 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.

  • Disability Termination means termination by the Company of the Executive’s employment by reason of the Executive’s incapacitation due to disability. The Executive will be deemed to be incapacitated due to disability if at the end of any month the Executive is unable to perform substantially all of the Executive’s duties under this Agreement in the normal and regular manner due to illness, injury or mental or physical incapacity, and has been unable so to perform for either (i) three consecutive full calendar months then ending, or (ii) 90 or more of the normal working days during the 12 consecutive full calendar months then ending. Nothing in this paragraph alters the Company’s obligations under applicable law, which may, in certain circumstances, result in the suspension or alteration of the foregoing time periods.

  • 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.

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

  • Extended Termination Date has the meaning specified in Section 2.16(c).

  • Company Termination Event has the meaning set forth in Section 10 hereof.