Termination of Membership on the Board Sample Clauses

The 'Termination of Membership on the Board' clause defines the conditions and procedures under which a board member's position may be ended before the expiration of their term. This clause typically outlines specific triggers for termination, such as resignation, incapacity, breach of duties, or a vote of removal by other board members. By clearly specifying how and when a board member can be removed, the clause ensures organizational stability and accountability, while providing a mechanism to address issues like misconduct or inability to serve effectively.
Termination of Membership on the Board. (1) If, after the Date of Award and prior to an applicable Settlement Date, the Participant’s membership on the Board terminates by reason of the Participant’s death, Disability (defined below) or an Approved Departure (defined below), the RSUs, to the extent unvested, shall vest immediately and shall settle through the delivery of Shares and cash pursuant to Section (B)(2) within forty-five (45) days following the termination. For the purposes of this Director Award Agreement, “Disability” shall be defined as a physical or mental impairment sufficient to make a Participant unable to perform the services required of a member of the Board, as determined by the Committee. “Approved Departure” shall be defined as a termination of the Participant’s membership on the Board, including a resignation from the Board by the Participant or a Participant not standing for re-election to the Board, provided that such termination is approved in advance by the Board. Notwithstanding the foregoing, a termination resulting from (i) the Participant’s willful and continued failure to substantially perform his or her duties as a member of the Board, (ii) an act of fraud or an intentional misrepresentation by the Participant or (iii) the Participant’s commission of a felony, in each such case, as determined by the Board in its sole discretion, shall not constitute an Approved Departure.
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Termination of Membership on the Board. If: (a) the membership of the Participant on the Board is terminated prior to the Vesting Date and such termination of membership is a “separation from service” (within the meaning of Treas. Reg. § 1.409A-1(h) or any successor provision); and (b) the Participant is not removed from membership on the Board for Cause; the Restricted Stock Units will vest upon such termination, provided that (i) the number of Restricted Stock Units that vest will be reduced pro-rata to the extent of the vesting period not served by the Participant on the Board, and (ii) to the extent compliance with the requirements of Treasury Regulation § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the Code to the issuance of Shares to the Participant, then notwithstanding any contrary provision hereof, any issuance of Shares to the Participant that would otherwise be made during the six-month period beginning on the date of the Participant’s termination of membership on the Board will be deferred and delivered to the Participant immediately following the lapse of such six-month period. Except as set forth in this Section 7, all unvested Restricted Stock Units shall be forfeited as of termination.
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Termination of Membership on the Board. If the Optionee's membership on the Board terminates for any reason other than death, disability, Retirement or an unsuccessful attempt to win reelection to the Board after nomination for election at the recommendation of the Board, the Option, or any remaining portion thereof, to the extent otherwise exercisable pursuant to Section 3.2, may be exercised in whole or in part at anytime within one year after the date of such termination (to the extent the Option has not otherwise terminated) and shall thereafter terminate. If the Optionee's membership on the Board terminates due to death, disability, Retirement or an unsuccessful attempt to win reelection to the Board after nomination for election at the recommendation of the Board, any remaining portion of the Option held at the date of such termination may be exercised for up to 100% of the shares covered hereby any anytime within three years after the date of such termination (but in no event after the term of the Option expires) and shall thereafter terminate.
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Termination of Membership on the Board 
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Related to Termination of Membership on the Board

  • 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.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If during the period commencing three (3) months before and ending twelve (12) months after a Change of Control, (1) Executive terminates his employment with the Company (or any Affiliate) for Good Reason or (2) the Company (or any Affiliate) terminates Executive’s employment for other than Cause, Executive becoming Disabled or Executive’s death, then, subject to Section 4, Executive will receive the following severance from the Company:

  • Termination by the Employer Without Cause Subject to the payment of Termination Benefits pursuant to Section 7(b), the Executive’s employment under this Agreement may be terminated by the Employer without Cause upon no less than sixty (60) days prior written notice to the Executive.

  • Voluntary Termination by the Executive Without Good Reason If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.