Member. As of the date hereof, the Member is the sole member of the Company. The name and mailing address of the Member are as follows:
Member. Except as otherwise required by the Act, the business and affairs of the Company shall be managed by or under the direction of the Member.
Member. The Member shall have the same fiduciary duties to the Company as a member of the board of directors of a Delaware corporation. For the avoidance of doubt, such fiduciary duties shall not be limited by the fact that the Member shall be permitted to take certain actions in its sole or reasonable discretion pursuant to the terms of this Agreement or any agreement entered into in connection herewith. Notwithstanding the foregoing, the Company acknowledges that the Member will act through its board of directors, and that the board of directors will owe fiduciary duties to the Member and its stockholders. The Member will use commercially reasonable and appropriate efforts and means, as determined in good faith by the Member, to minimize any conflict of interest between the Company, on the one hand, and the stockholders of the Member, on the other hand, and to effectuate any transaction that involves or affects any of the Company, the Member and/or the stockholders of the Member in a manner that does not # disadvantage the Company of its interests relative to the stockholders of the Member, # advantage the stockholders of the Member relative to the Company or # treat the Company and the stockholders of the Member differently; provided that in the event of a conflict between the interests of the stockholders of the Member and the interests of the Company, the Company agrees that the Member shall discharge its fiduciary duties to the Company by acting in the best interests of the Members stockholders.
Family Member. For purposes of [Section 12(b)], “family member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50 percent of the voting interests.
“TP Eligible Member”. An otherwise eligible Member who was accruing a benefit in [Appendix CB] of the Pension Plan for Eaton Corporation Employees or the Puerto Rico Cash Balance Version of the Pension Plan for Eaton Corporation Employees in Puerto Rico as of December 31, 2020.
Nonparticipation by Interested Member. Any member of the Committee who also is a Participant in the Plan shall take no part in any determination specifically relating to his or her own participation or benefits, unless his or her abstention would leave the Committee incapable of acting on the matter.
Board Member Compensation & Benefits. The compensation provided by this Agreement shall be in lieu of any compensation that would otherwise be due to Executive as a result of his position as a member of the Board during the Term, provided that any other benefits extended to Board members that are not provided hereunder shall be extended to Executive during the Term. At all times after the Term, for so long as Executive serves as a Board member, Executive shall be entitled to Director compensation and benefits on the same terms and conditions as other Board members.
As long as any portion of the Benefit to which a Member is entitled under the Plan has not been distributed, such Member (while living) shall have the status of a Restricted Member for any period with respect to which:
Annual Committee Chair Service Retainer (in addition to Annual Committee Member Service Retainer):
Service as a Member of the Board. Nothing in this Agreement, the Plan or the Award Letter shall give the Director any claim or right to continue as a member of the Board.
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