Board Matters Clause Samples

Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors.

Board Matters. (a) For so long as TFMC beneficially owns the applicable percentage of TEN Shares set forth in this sentence, TFMC shall have the right to propose one or two nominees to the TEN Board for appointment as non-executive directors (the “Shareholder Nominated Directors”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% of the TEN Shares; and (ii) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Board. (b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documents. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment as a non-executive director of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are elected. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a). (e) Each Shareholder Nominated Directo...

Board Matters. The Company shall reimburse the directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors.

Board Matters. Unless otherwise agreed by the Board of Directors (the “Board”) with Investor Director Consent, the Board shall meet bi-monthly for the year following the execution date of this Agreement and thereafter shall meet as determined by the Board. Board meetings may be held by telephone or video conference between the Directors who are not all in one place so long as they are all able to speak and hear each other, provided that at least two Board meetings per calendar year will take place in person. (a) Except with Investor Director Consent, no business shall be transacted at any meeting of the Board (or committee of the Board) except for that specified in the agenda referred to in Section 4.3(b). (b) The Company shall send to the Directors (in electronic form if so required): (i) reasonable advance notice of each meeting of the Board (being not fewer than five Business Days) and each committee of the Board, such notice to be accompanied by a written agenda specifying the business to be discussed at such meeting together with such reporting information as the Board requires (the format of such reporting information to be agreed at the first meeting of the Board and amended thereafter with the consent of the Board) and all relevant papers; and (ii) as soon as practicable after each meeting of the Board (or committee of the Board), a copy of the minutes. (c) The Investor Directors shall be entitled to call a Board meeting on the giving of one week’s notice to the remaining members of the Board. (d) The Company will reimburse the non-employee Directors and Observers for the reasonable costs and out of pocket expenses incurred by them in respect of attending meetings of the Company or carrying out authorised business on behalf of the Company. (e) The Board shall maintain a compensation committee consisting of any two Investor Directors (one of whom shall be the Series B Director) together with the Independent Director (to the extent an Independent Director has been appointed in accordance with the Restated Certificate), which shall be responsible for setting compensation for directors, officers and employees (including determining the allocation of equity pursuant to any Employee Stock Option Plan). (f) The Investor Directors may sit on any committee formed by the Board. (g) The composition of the board of directors of any subsidiary shall be determined by the Board acting with Investor Director Consent.

Board Matters. Unless otherwise determined by the vote of a majority of the Board, the Board shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company's travel policy) in connection with attending meetings of the Board. The Board may establish such committees of the Board as it considers appropriate, each of which shall consist solely of non-management directors.

Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule.

Board Matters. (a) Prior to the execution of this Agreement (i) the Nominating and Governance Committee of the Board has reviewed and approved the qualifications of J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, M▇▇ ▇. ▇▇▇▇▇▇, A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (each individually, a “Barington Director” and collectively, the “Barington Directors”) to serve as members of the Board and (ii) the Board has determined that each of the Barington Directors are “independent” as defined by the listing standards of the New York Stock Exchange (a person qualifying as independent, as so defined, an “Independent Director”); (b) Concurrently with the execution of this Agreement, (i) the Company shall increase the size of the Board from nine (9) to ten (10) directors; (ii) the Barington Directors shall be appointed as members of the Board, to serve as directors until the expiration of the term ending at the Company’s 2006 Annual Meeting and until their successors have been duly elected and qualified or until their earlier death, resignation or removal; provided, however, that the appointment of A▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to the Board is subject to the approval of M▇. ▇▇▇▇▇▇▇▇’▇ prior employer; provided further that, if M▇. ▇▇▇▇▇▇▇▇ does not receive such approval, or if he is unable to serve for any other reason, then the Barington Group will propose another person to fill the Board vacancy in accordance with the provisions of Section 3(f); (iii) a Barington Director shall be appointed to serve on each standing committee (including, without limitation, the Audit Committee, the Nominating and Governance Committee and the Human Resources Committee) and special committee (including, without limitation, the Search Committee (as defined below)) of the Board, in each case for the duration of the Standstill Period (as defined below), and a Barington Director shall be appointed to serve on any new standing or special committee created during the Standstill Period upon the creation of such committee; provided, in each case, that a Barington Director is then qualified to serve on any such committee under applicable legal requirements and listing standards; and (iv) J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be appointed to serve on the special committee of the Board that has been formed to search for a new chief executive officer of the Company, which committee shall consist of one Barington Director and the chairpersons of the Board’s Audit Committee, Nominating and Governance Committee and Human Resources Committee (the “Search Committee”)....

Board Matters. (a) Effective as of January 1, 2013, pursuant to the powers granted to it under the Bylaws, the Board shall create two additional directorships, thereby temporarily increasing the size of the Board from six to eight directorships, and appoint the ▇▇▇▇▇▇▇ Designees to fill such new directorships, with initial terms expiring at the Company’s 2013 annual meeting of shareholders (the “2013 Annual Meeting”). (b) The Board shall (i) use reasonable, good faith efforts to encourage the voluntary resignation or retirement of one director of the Company effective no later than March 1, 2013, and (ii) adopt a resolution, effective upon that resignation or retirement, reducing the number of directorships from eight to seven. (c) The Board shall (i) nominate the ▇▇▇▇▇▇▇ Designees, including any ▇▇▇▇▇▇▇ Designee replacement, as applicable, and no more than five additional nominees (together with the ▇▇▇▇▇▇▇ Designees, the “Company Nominees”), to stand for election as directors of the Company at the 2013 Annual Meeting, (ii) recommend the election of all such nominees and solicit proxies in respect thereof substantially in accordance with its past practice, (iii) in connection with such nomination, adopt a resolution setting the size of the Board at seven directorships, effective no later than immediately following the final adjournment of the 2013 Annual Meeting, and (iv) vote the Voting Securities represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board for such meeting in favor of the Company Nominees, except to the extent that the Board or its proxy holder(s) determine such proxies indicate a vote to withhold authority or abstain with respect to any Company Nominee. (d) The Board agrees that if any meeting of shareholders, other than the 2013 Annual Meeting, is to be held at any time from the date hereof through earlier of the Standstill Termination Date and any violation of Section 3.02, to the extent directors are to be elected or nominated for election at such meeting of shareholders, the Company will nominate the ▇▇▇▇▇▇▇ Designees, or any ▇▇▇▇▇▇▇ Designee replacement(s), as applicable, and recommend the election of the ▇▇▇▇▇▇▇ Designees or any ▇▇▇▇▇▇▇ Designee replacement(s) and solicit proxies in respect thereof substantially in accordance with its past practice. (e) At the Board meeting at which the ▇▇▇▇▇▇▇ Designees are first elected as members of the Board, the Board shall appoint ▇▇. ▇▇▇▇▇▇ to the Audit C...

Board Matters. The Company shall reimburse the nonemployee directors and the Board Observers for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors. The Company shall cause to be established, as soon as practicable after such request, and will maintain, an audit and compensation committee, each of which shall consist solely of non-management directors. Each non-employee director shall be entitled in such person’s discretion to be a member of any Board committee.