Cessation of Board Membership Sample Clauses

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Cessation of Board Membership. In the event you cease to be a member of the Board for any reason before the Ending Date, (a) the Company will issue to you or your legal representative or estate shares of Common Stock in an amount equal to the product of (1) and (2) where (1) is the number of Shares you would have received under this Agreement if your membership on the Board had not ceased before the Ending Date and (2) is a fraction, the numerator of which is the number of days from the beginning of the Performance Period through the date on which your Board membership ceased, and the denominator of which is the number of days in the Performance Period; and (b) the Company will pay to you or your legal representative or estate a Cash Payment equal to the product of (1) and (2) where (1) is the amount in cash you would have received under this Agreement if your membership on the Board had not ceased before the Ending Date and (2) is a fraction, the numerator of which is the number of days from the beginning of the Performance Period through the date on which your Board membership ceased, and the denominator of which is the number of days in the Performance Period. Any amount payable pursuant to this Section 5.1 will be paid by the Company to you or your legal representative or estate on the Payment Date. Such payment will be made to you in exchange for the Performance Units and thereafter you shall have no further rights with respect to such Performance Units or this Agreement and the Company will have no further obligations to you pursuant to the Performance Units or this Agreement.
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Cessation of Board Membership. If the Optionee was awarded the Option or a member of the Board of Directors of the Company and the Optionee ceases to be a member of the Board of Directors for any reason other than total disability or death, the Option must be exercised not more than three months after such cessation of membership. However, the Option may be exercised only if and to the extent the Optionee was entitled to exercise the Option at the date of such cessation of membership.
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Cessation of Board Membership. Should the Optionee's service as a Board Member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be exercisable) prior to the Expiration Date in accordance with the following provisions: (i) Should the Optionee cease service as a Board Member for any reason (other than death) while holding this option, then the period for exercising this option shall be reduced to the twelve (12)-month period commencing with the date of such cessation of service. During such limited period of exercisability, this option may not be exercised for more than the number of Option Shares (if any) for which it is exercisable on the date the Optionee ceased service as a Board Member. Upon the expiration of such twelve (12)-month period, the option shall terminate and cease to be exercisable. (ii) Should the Optionee die while serving as a Board Member, then the personal representative of the Optionee's estate (or the person or persons to whom the option is transferred pursuant to the Optionee's will or in accordance with the laws of inheritance) shall have the right to exercise this option for any or all of the Option Shares for which this option is exercisable on the date the Optionee ceased service as a Board Member. Such right shall lapse, and this option shall cease to be exercisable, upon the expiration of the twelve (12)-month period measured from the date of Optionee's death. (iii) In no event may this option be exercised at any time after the specified Expiration Date.
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Cessation of Board Membership. Should the Optionee cease to serve as a Board Member while this option is outstanding, then the following provisions shall become applicable: (i) Should the Optionee's service as a Board Member terminate for any reason other than death while this option is outstanding, then Optionee shall have until the Expiration Date of the option term to exercise this option for any Option Shares for which this option is exercisable on the date of such cessation of Board service. However, this option shall, immediately upon the Optionee's cessation of service as a Board Member, terminate and cease to be outstanding with respect to any Option Shares for which this option is not otherwise at that time exercisable in accordance with the provisions of this Agreement. (ii) Should the Optionee die while serving as a Board Member, then the personal representative of the Optionee's estate (or the person or persons to whom the option is transferred pursuant to the Optionee's will or in accordance with the laws of inheritance) shall have the
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Cessation of Board Membership. Should the Optionee's service as a Board Member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be exercisable) prior to the Expiration Date in accordance with the following provisions: (i) Should the Optionee cease service as a Board Member for any reason (other than death) while holding this option, then the period for exercising this option shall be reduced to the twelve (12)-month period commencing with the date of such cessation of service. During such limited period of exercisability, this option may not be exercised for more than the number of Option Shares (if any) for which it is exercisable on the date the Optionee ceased service as a Board Member. Upon the expiration of such twelve (12)-month period, the option shall terminate and cease to be exercisable.
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Related to Cessation of Board Membership

  • Board Membership During the Employment Term, Executive will serve as a member of the Board, subject to any required Board and/or stockholder approval.

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders), such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

  • Termination of Membership You may terminate your membership by giving us written notice or by withdrawing your minimum required membership share(s), if any, and closing all your accounts. You may be denied services for causing a loss to the Credit Union, or you may be expelled for any reason as allowed by applicable law.

  • Membership Termination No Member may terminate its membership in the Sector 16 other than in accordance with this Section 12. A Member that has agreed to join the Sector prior to the 17 Effective Date may withdraw from Sector membership prior to the Effective Date without penalty or 18 prejudice. Thereafter, only a Member that is not in breach of this Agreement and that has no 19 outstanding Sector performance or payment obligations may terminate its membership in the Sector, 20 and may do so only in compliance with the terms and conditions of this Section 12. Notwithstanding the 21 foregoing, the Board may terminate the membership of a Member in breach of its payment or 22 performance obligations under this Agreement, as the Board deems appropriate in its sole discretion.

  • Application for Employment Employee understands and agrees that, as a condition of this Agreement, Employee shall not be entitled to any employment with the Company, and Employee hereby waives any right, or alleged right, of employment or re-employment with the Company. Employee further agrees not to apply for employment with the Company and not otherwise pursue an independent contractor or vendor relationship with the Company.