Director. “Director” means any person who is a director of the Company or Participating Employer.

Director. “Director” means a member of the Board.

Director. A member of the Board of Directors.

Director. This Agreement does not confer on the Participant any right with respect to the continuance of his or her position as a Director or any other relationship with the Company or any Subsidiary.

Director Shares. Subject to [Section 5.2] (Termination of Service), distributions of a Participant’s Deferral Account for Director Shares shall be made in the form of whole shares of Common Stock equal to the number of whole Deferred Share Units to be distributed and cash in an amount equal to the balance of the Participant’s Deferral Account for Director Shares denominated in cash which is attributable to dividend equivalents (and earnings) credited in accordance with [Section 4.3] (Deferral Account for Director Shares) and shall be made, or commence, as follows:

Director Independence. The Corporation requires that each of the Board’s outside Directors be and remain for his/her entire tenure independent from any conflicts of interest in representing the interests of the shareholders. Accordingly, no outside Director shall be elected or nominated for election to the Board if such person, a member of such person’s family or his/her employer has a material or significant business relationship with the Corporation, its affiliates or major suppliers. The Committee will review and confirm on an annual basis the independence of the outside Directors, pursuant to the applicable standards then in effect.

Director Tenure. No outside Director or candidate shall be considered or allowed to stand for election to the Board if he/she shall have reached 72 years of age at the time of such election. Notwithstanding the foregoing, if recommended by the Committee, the Board may allow a currently serving outside Director who shall have reached age 72 at the time of such election to be nominated for one additional three-year term.

Director Retirement. An outside Director who first joined the Board before January 2018 and who, after completing at least one three-year term, retires from the Board, resigns from the Board, or decides not to stand for re-election to the Board (i.e. reaches “retirement”) shall be entitled to annual retirement pay equal to the cash portion of the annual Director’s retainer (exclusive of any committee chair fees) last paid to the Director prior to his or her retirement. For outside Directors who retire after May 2020, the maximum annual benefit is $62,500.

Director Rights. For so long as the Company has two directors on the Company Board, TerrAscend shall have the right, but not the obligation, to appoint one Person to serve as a director on the Company Board (the “Board Appointee”). ​.

Eligible Director. “Eligible Director” means a Director who is not an employee of the Company or a Subsidiary.

Director Independence. The Corporation requires that each of the Board’s outside Directors be and remain for his/her entire tenure independent from any conflicts of interest in representing the interests of the shareholders. Accordingly, no outside Director shall be elected or nominated for election to the Board if such person, a member of such person’s family or his/her employer has a material or significant business relationship with the Corporation, its affiliates or major suppliers. The Committee will review and confirm on an annual basis the independence of the outside Directors, pursuant to the applicable standards then in effect.

Director Tenure. No outside Director or candidate shall be considered or allowed to stand for election to the Board if he/she shall have reached 72 years of age at the time of such election.

Director Retirement. Provided that he/she serves at least one complete three-year term, an outside Director who retires from the Board, resigns from the Board, or decides not to stand for re-election to the Board (i.e. reaches “retirement”) shall be entitled to annual retirement pay equal to the cash portion of the annual Director’s retainer (exclusive of any committee chair fees) last paid to the Director prior to his/her retirement.

Director Fees. Each Participant shall receive from the Company, as compensation for the Participant’s service as a member of the Board, Director Fees in such amounts determined by the Board. The portion of the Director Fees which consist of the annual retainer fee may be pro-rated by the Company for Participants who are not in office for the entire Plan Year.

Director Fees. A Participant may elect to defer payment of the Director Fees otherwise payable to him or her for future services to be rendered as a director of the Company by entering into a Deferral Election deferring the receipt of some or all of his or her Director Fees (subject to such limits and restrictions as to any dollar amount, percentage or otherwise as may be permitted by the Committee or otherwise provided in this Plan). The amount of Director Fees subject to such a timely and proper Deferral Election will be credited to such Participant’s Account, as specified by the Participant in the Deferral Election, either: # in cash equivalents to a Cash Deferred Account or # as a DSU Award to be credited to the Deferred Stock Unit Account; or # or both, in such proportions as elected by the Participant in such Deferral Election and as permitted by the Committee or otherwise provided in this Plan. In the event that the Participant elects that some or all of his or her Director Fees are to be credited as a DSU Award, the Participant then shall receive a DSU Award in whole Deferred Stock Units in an amount substantially equal to the quotient of # divided by (ii), where:

[Section 4(b)] of the Agreement is amended and restated as follows:

Director Independence. A majority of directors on the Board will be independent as required by the NASDAQ Stock Market. The Board also believes that it is often in the best interest of Scio Diamond and its stockholders to have non-independent directors, including current and (in some cases) former members of management, serve as directors. Each independent Director who experiences a change in circumstances that could affect such Director’s independence should deliver a notice of such change to Scio Diamond’s Counsel.

Director Tenure. Directors are reelected each year and the Board does not believe it should establish term limits because directors who have developed increasing insight into Scio Diamond and its operations over time provide an increasing contribution to the Board as a whole. To ensure the Board continues to generate new ideas and to operate effectively, the Governance Committee shall monitor performance and take steps as necessary regarding continuing director tenure.

Repayment by Director. If an amount advanced under clause 4.1, or part thereof, is for costs or expenses for which the Director cannot or could not be indemnified under this Deed then, within 28 days after receipt of a written request from the Company, the Director must repay such monies to the Company.