Compensation Committee of the Board Clause Examples for Any Agreement

Compensation Committee of the Board. (a) As of the Completion of the IPO, the Board of Directors shall have established a compensation committee that, at all times prior to the Less Than Majority Holder Date, shall consist of three or more Directors (with the size of the compensation committee established by the Board of Directors) comprised of (i) two or more Independent Directors (at least two of which are Qualified Compensation Directors) and (ii) one or more NAB Directors. NAB shall designate NAB Directors to fill the number of positions reserved for NAB Directors on the compensation committee pursuant to this Section 2.3(a). (b) On the Less Than Majority Holder Date (or on such earlier date as NAB shall determine), the compensation committee shall transition to full compliance with Section 303A.05 of the NYSE Manual, to the extent the composition of the compensation committee is not already in full compliance, as follows: (i) on or before 90 days following the Less Than Majority Holder Date, the compensation committee shall consist of a majority of Independent Directors, at least two of whom are Qualified Compensation Directors; and (ii) on the one-year anniversary of the Less Than Majority Holder Date (or such earlier date as NAB shall determine), the compensation committee shall consist solely of Independent Directors, at least two of whom are Qualified Compensation Directors. (c) From the Completion of the IPO until the day before the one-year anniversary of the Less Than Majority Holder Date, and during any other time that the compensation committee includes members who are not Qualified Compensation Directors, the compensation committee shall maintain a subcommittee consisting solely of two or more Qualified Compensation Directors who shall be responsible for: (i) approving any grants of equity or equity-based compensation awards to any Executive Officer or Director; (ii) determining performance goals for performance-based compensation of the Executive Officers and the satisfaction thereof; and (iii) such other matters as shall be required by Applicable Law to be approved or determined solely by Qualified Compensation Directors. (d) Following the Less Than Majority Holder Date, the compensation committee shall have responsibilities and authority consistent with Rule 303A.05 of the NYSE Manual, and such additional responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time. (e) After the one-year annive...
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Compensation Committee of the Board. The Board shall establish a compensation committee of the Board (the “Compensation Committee”) comprising three (3) members to manage certain compensation affairs of the Company, including implementing salary and equity guidelines for the Company, approving compensation packages, severance agreements and employment agreements for all senior managers of the Company and the Subsidiaries (collectively, the “Group Companies” and each a “Group Company”) (including but not limited to the chief executive officer and the chief financial officer of each Group Company) as well as administering the Company’s employee equity incentive plans; provided that, subject to Section 1.2(a), (i) holders of Ordinary Shares shall be entitled to appoint one (1) director to sit on the Compensation Committee, (ii) Series A Holders shall be entitled to appoint one (1) director to sit on the Compensation Committee, (iii) subject to sub-Section 1.2(d)(iv), Series B Holders shall be entitled to appoint one (1) director to sit on the Compensation Committee, and (iv) any allocation of shares under the Company’s employee equity incentive plans shall be subject to the Compensation Committee’s prior approval.
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Compensation Committee of the Board. The Company shall take all steps and complete all actions necessary to maintain the Compensation Committee of the Board of Directors (the "Compensation Committee"). The Compensation Committee shall consist of four members of the Board of Directors, one of whom shall be the Series A Director (as that term is defined in the Amended and Restated Voting and Co-Sale Agreement), one of whom shall be a Series B Director (as that term is defined in the Amended and Restated Voting and Co-Sale Agreement), and, until an initial public offering of securities of the Company, one of whom shall be the Chief Executive Officer of the Company. Except as provided in the foregoing sentence with respect to the Chief Executive Officer of the Company, no member of the Compensation Committee shall be an employee or officer of the Company. The Compensation Committee shall make recommendations as to the compensation of all officers and employees with aggregate annual compensation from the Company in excess of $80,000 and shall make recommendations about the establishment and continuation of benefit, stock option, or bonus programs applying generally to all employees or any class of employees of the Company. All actions of the Compensation Committee shall require the affirmative vote of a majority of the members thereof. All recommendations of the Compensation Committee shall be subject to approval by the Board of Directors at any annual, regular or special meeting thereof.
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Compensation Committee of the Board. Section 2.3(a) is amended and restated in its entirety to read as follows: (a) The Board of Directors shall have established a compensation committee that, at all times from the date of this Agreement prior to the one-year anniversary of the 50% Date, shall consist of five (5) or more Directors (with the size of the compensation committee established by the Board of Directors) with at least two (2) such Directors being BNPP Directors; provided that any action by the Board of Directors to increase the number of Directors on the compensation committee at any time prior to the one-year anniversary of the 50% Date shall, so long as a BNPP Director remains on the Board of Directors at such time, require the approval of a majority of the BNPP Directors on the Board of Directors at the time of such action. BNPP shall designate the BNPP Directors to fill the positions reserved for BNPP Directors on the compensation committee pursuant to this Section 2.3(a).”
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Compensation Committee of the Board. Upon full achievement of the performance goals, the Annual Bonus will be equal to 100% of Executive’s then-current Base Salary, but for less than full achievement of the performance goals, the Annual Bonus shall be a lesser amount in accordance with a specific formula determined by the Compensation Committee, in its discretion, no later than 90 days following the start of each fiscal year. In addition, to the extent the performance goals are exceeded, the Annual Bonus shall exceed 100% of the Executive’s then-current Base Salary in accordance with a specific formula determined by the Compensation Committee, in its discretion, no later than 90 days following the start of each fiscal year. In no event, however, shall the Annual Bonus for any fiscal year exceed 200% of the Executive’s then-current Base Salary payable with respect to such fiscal year. The Annual Bonus shall be paid to the Executive in a lump sum promptly following the end of the fiscal year with respect to which it is payable. Notwithstanding the foregoing, the Company and the Executive understand and agree that the Annual Bonuses are intended to constitute “qualified performance-based compensation” satisfying the requirements of Treasury Regulations Sections 1.162-27(e)(2) through (e)(5), and that the material terms of the performance criteria under which amounts are to be paid pursuant to the Performance Bonus Plan, and the payment of any amounts under the Performance Bonus Plan, shall be subject to approval by the stockholders of the Company to the extent required by the Internal Revenue Code of 1986, as amended (the “Code”).
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Compensation Committee of the Board. (a) As of Closing, the Company Board shall have established a Compensation Committee consisting solely of three (3) or more Independent Directors who are also “independent” for purposes of compensation committee service within the meaning of Rule 303A.02 of the Exchange Manual (with the size of the Compensation Committee established by the Company Board) and, at all times prior to the 10% Date, at least one (1) such Director shall be a CIBC Independent Director who is also “independent” for purposes of compensation committee service within the meaning of Rule 303A.02 of the Exchange Manual. CIBC shall designate the CIBC Independent Director to fill the position reserved for CIBC Independent Directors on the Compensation Committee pursuant to this Section 5.05(a). (b) The Compensation Committee shall have responsibilities and authority consistent with Section 303A.05 of the Exchange Manual, and such additional responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Company Board from time to time.
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Related to Compensation Committee of the Board

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

  • The Board (a) The Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement. (b) Each Director shall serve as a Director for the duration of the term of the Company, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is required by the Company Act. (c) In the event that no Director remains to continue the business of the Company, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • Benefits Committee As per LOA#10, a benefits committee comprised of the employee representatives and the employer representatives, including the Crown, shall convene upon request to address all matters that may arise in the operation of the OSSTF ELHT.

  • Delegation; Committees The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things, including any matters set forth in this Declaration, and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Trustees as the Trustees shall determine from time to time except to the extent action by the entire Board of Trustees or particular Trustees is required by the 1940 Act.

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