Example ContractsClausesIndependent Director
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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.

Cause” means, with respect to an Independent Director, # acts or omissions by such Independent Director that constitute willful disregard of, or bad faith or gross negligence with respect to, such Independent Director’s duties under the LLC Agreement, # that such Independent Director has engaged in or has been charged with, or has been convicted of, fraud or other acts constituting a crime under any law applicable to such Independent Director, # that such Independent Director is unable to perform his or her duties as Independent Director due to death, disability or incapacity, or # that such Independent Director no longer meets the definition of Independent Director.

Independent Director” means any director of the Company who is an “Independent Director” for purposes of the Charter.

Chairman of the Board or Lead Independent Director. A Non-Employee Director serving as Chairman of the Board or Lead Independent Director shall receive an additional annual retainer of for such service, unless such Non-Employee Director who is serving as Chairman is also serving as the Lead Independent Director.

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 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:

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