Continuing Board Service and Meeting Attendance Conditions Clause Samples

The "Continuing Board Service and Meeting Attendance Conditions" clause sets out the requirements that a board member must meet to remain eligible to serve on the board, with a particular focus on their obligation to attend meetings. Typically, this clause will specify minimum attendance thresholds or participation standards, such as requiring directors to attend a certain percentage of scheduled meetings or to provide advance notice if they are unable to attend. By establishing clear expectations for board engagement, the clause helps ensure that board members remain active and accountable, thereby supporting effective governance and decision-making.
Continuing Board Service and Meeting Attendance Conditions. If you should (x) not continue in service to the Company and its subsidiaries or affiliates as a director through December 5, 2014, for any reason other than your death or disability, or (y) for any reason other than disability, fail to attend in person at least seventy-five percent (75%) of the aggregate number of meetings of the Company’s Board of Directors and the other corporate or subsidiary or affiliate boards and committees on which you may be (from time to time) a member during the period commencing on January 1, 2014 through December 5, 2014, or (z) fail to attend (other than by reason of disability or illness or bona fide emergency as determined in the sole discretion of the Company’s lead independent director) the Company's annual meeting of shareholders held in 2014 (each, a “Disqualifying Circumstance”), your Award (including your Restricted Stock and all associated property and rights) shall be forfeited and cancelled in its entirety effective as of the date of the last fact that establishes the existence of the Disqualifying Circumstance (the “Disqualification Date”) (regardless of whether the date on which the Board of Directors makes the determination to that effect after the Disqualification Date). In the event of any forfeiture or cancellation of your Restricted Stock pursuant to this Section 5, your shares of Restricted Stock shall be deemed to have been reacquired by the Company and cancelled effective as of the Disqualification Date, and you therefore shall not have the right to receive any cash dividends or other distributions with respect to the Restricted Stock that are declared with a record date after the Disqualification Date. The existence or non-existence of a Disqualifying Circumstance (and the date of the associated Disqualification Date) shall, in the event of any uncertainty or dispute, be determined for all purposes under the Plan and this Agreement by the Board of Directors (by vote or consent as provided by Section 2), whose judgment on such matters shall be conclusive and binding.
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