The Chairman Emeritus clause designates a former chairman, who has retired from active duty, with an honorary title in recognition of their valuable service and contributions. While they no longer hold executive power or responsibilities, they may still act as an advisor or consultant to the board or company.
1.2 POSITION AND TITLE. The Company hereby appoints Baldwin to serve as the Founder and Chairman Emeritus of the Company. (a) REPORTING AND AUTHORITY. Baldwin shall report to George Jones, or his successor, who serves as the Chairman of the Board of Directors of the Company (the “Chairman of the Board”). Baldwin’s duties hereunder shall be subject to the direction and discretion of, and at the request of, the Chairman of the Board or the designee of the Chairman of the Board and shall be consistent with Baldwin’s talents, skills and expertise. (b) PERFORMANCE OF DUTIES. Baldwin shall, to the best of his abilities, perform his duties in such capacity pursuant to this Agreement in compliance with applicable law, consistent with such direction as the Chairman of the Board provides to Baldwin from time to time, and in accordance with the Company’s policies and procedures as published from time to time. Baldwin shall devote adequate time to the performance of his duties to the Company under this Section 1.2. Baldwin shall not undertake any activities that conflict with or significantly detract from his duties to the Company. Baldwin may, during the Term, participate in speaking engagements and author a book regarding the history of the Company, in each case subject to the approval of the Chairman of the Board and subject to and as set forth in Section 5, and engage in other activities subject to and as set forth in Section 5. (c) LIMITS ON AUTHORITY. This Agreement does not grant Baldwin the right to any position on the Board of Directors of the Company, on the Board of Directors of any Affiliated Company, any committee of any of the foregoing nor grant the right to vote at a meeting of any of the foregoing or any other management position or authority within the Company.
54A. The Company shall appoint a person to hold the honourable position of the Chairman Emeritus, who shall have the right to receive notice of and to attend the meetings of the Members of the Company. The Chairman Emeritus shall have the right to convene a meeting of the Members of the Company from time to time. The quorum or the validity of a meeting of the Members will not be affected in any way in case the Chairman Emeritus is not in attendance and/or has not been properly invited to such meeting. For the avoidance of doubt, failure to provide notice to the Chairman Emeritus of a general meeting shall not constitue the proceedings of the meeting invalid.
Any person holding the position of director emeritus or chairman emeritus will not be considered a director or officer for any purpose, including the Company’s charter and bylaws, applicable federal securities laws and the General Corporation Law of the State of Maryland (the “MGCL”), and a director emeritus or chairman emeritus will have no power or authority to manage the affairs of the Company or have any of the responsibilities or liabilities of a director or officer of the Company under the MGCL, or any of a director’s or officer’s rights, powers or privileges in their capacities as directors emeritus or chairman emeritus. The amendment to the Third Amended and Restated Bylaws is included as Exhibit 3.2 to this Current Report and are incorporated in this Item 5.03 by reference
Chairman Emeritus. Upon becoming Chairman Emeritus, Mr. Allison will continue to consult with and advise the Board and perform such other tasks and duties as requested by the Board and will be expected, to the extent reasonably practicable, to attend and participate in an advisory capacity in all Board meetings and those committee meetings for which his attendance is requested by the Board. As Chairman Emeritus, he will receive an annual base salary of $400,000 but will no longer be eligible to participate in any annual cash incentive bonus program or receive any new equity incentive awards. Any previously-issued equity incentive awards will continue to vest under the original terms of the awards. As Chairman Emeritus, Mr. Allison will continue to be employed by the Company and participate in the Company’s employee benefit plans and will continue to receive certain perquisites and benefits he received as Executive Chairman, including reimbursement of club dues. He will also continue to have access to his office and an administrative assistant at no cost and have access to the pilots retained by Company at his cost for any personal travel.
JIMMY LEE APPOINTED AS CHAIRMAN EMERITUS OF MERCER INTERNATIONAL INC. NEW YORK, NY, February 26, 2024 ‑ Mercer International Inc. ("Mercer" or the "Company") (Nasdaq: MERC) announced that Jimmy Lee is stepping down as Executive Chairman and director of the Company for personal health reasons. He has been appointed Chairman Emeritus. As a result, the Company has revised its governance structure to provide for an independent Chairman. William McCartney, who previously served as lead director, has been appointed Interim Chairman by the Company's board of directors.
You and the Company agree that, commencing on the Effective Date, you will be deemed to be an independent contractor with respect to your services as Chairman Emeritus under this Letter Agreement and, as a result, you will be responsible for all taxes related to the compensation and benefits provided under this Letter Agreement.
Chairman Emeritus On February 1, 2023, James R. Craigie informed the Board of Directors (the “Board”) of Church & Dwight Co., Inc. (the “Company”) that he will not be standing for re-election as a director at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). Mr. Craigie will continue to serve as a director until the completion of the 2023 Annual Meeting. The Board has appointed Mr. Craigie to the role of Chairman Emeritus of the Board for a one-year term, which will commence following Mr. Craigie’s completion of his term as a director following the 2023 Annual Meeting. In his capacity as Chairman Emeritus, Mr. Craigie will be entitled to attend Board and committee meetings as and when invited by the Board or committee in an advisory capacity, but will not be entitled to vote on Board or committee matters and will not be counted for quorum purposes at Board or committee meetings. Mr. Craigie will be entitled to the reimbursement of his reasonable expenses incurred in connection with meeting attendance.
In connection with his appointment as Chairman Emeritus, the Company and Mr. Myers entered into a Chairman Emeritus Agreement dated as of August 1, 2023 (the “Myers Agreement”). Pursuant to the Myers Agreement, Mr. Myers will serve as Chairman Emeritus through the date of the Company’s 2024 annual meeting of stockholders, which term may be extended upon mutual agreement of the parties thereto. Mr. Myers’ compensation will be consistent with the cash and equity compensation provided to the Chair of the Board pursuant to the Company’s non-employee director compensation program. The Myers Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K. The foregoing description of the Myers Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
SOUTHERN CALIFORNIA BANCORP ANNOUNCES THE RETIREMENT OF CHAIRMAN EMERITUS AND DIRECTOR JOHN FARKASH San Diego, Calif., January 19, 2024 – Southern California Bancorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding company for Bank of Southern California, N.A. (the “Bank”) announces the retirement of Chairman Emeritus and Director John Farkash, effective Tuesday, January 16, 2024, due to health reasons. Mr. Farkash was a Founding Director of the Company in 2002 and served as its chairman for nearly 20 years.
B.Chairman Emeritus. To recognize Ridge’s services and contributions to the Company for over three decades, the Board will create an honorary position with the title of “Chairman Emeritus.” Following the ASM, Ridge may adopt the use of “Chairman Emeritus”, which shall be a non-Board, non-officer and non-fiduciary position. Accordingly, the Chairman Emeritus position shall carry with it no authority, duties or responsibilities, including no director voting power and no participation in board, committee or management meetings, and the Chairman Emeritus shall receive no compensation or benefit of any kind. Unless specifically authorized by resolution duly adopted by the Board, Ridge shall not act or hold himself out as a spokesman for, or representative of, the WD-40 Companies, and Ridge shall not have the power or authority to act for or bind the WD-40 Companies in any manner. However, Ridge may publicly represent his position as Chairman Emeritus, including, but not limited to, online (e.g., LinkedIn or https://thelearningmoment.net/) and through activities related to The Learning Moment, Inc. Ridge may remain Chairman Emeritus until the earlier of his death, resignation, disability or revocation by the Board.
2.9. Chairman Emeritus. Upon the retirement of a Director of the Corporation who previously served as the Chairman of the Board, the Board of Directors may designate such retired Director as Chairman Emeritus for the limited purpose of providing advice and counsel to the Directors in connection with the Directors’ management of the business and affairs of the Corporation. The position of Chairman Emeritus shall be honorary only and shall not confer upon such Chairman Emeritus any responsibility, authority, or power to act on behalf of the Corporation, and the Chairman Emeritus shall not be entitled to vote on any matter that comes before the Directors nor to direct the vote of any Directors. The Chairman Emeritus may, but shall not be required to, attend the meetings of the Board of Directors and its committees, and shall receive materials provided to the Directors and shall have access to such records of the Corporation as are made available to each Director. The Chairman Emeritus shall not be subject to election by the shareholders of the Corporation. The Chairman Emeritus shall not be held responsible by virtue of service as the Chairman Emeritus, either at law or in equity, for any action or failure to act of the Corporation, or of the Board of Directors or any committee thereof.
2.9. Chairman Emeritus. Upon the retirement of a Director of the Corporation who previously served as the Chairman of the Board, the Board of Directors may designate such retired Director as Chairman Emeritus for the limited purpose of providing advice and counsel to the Directors in connection with the Directors’ management of the business and affairs of the Corporation. The position of Chairman Emeritus shall be honorary only and shall not confer upon such Chairman Emeritus any responsibility, authority or power to act on behalf of the Corporation, and the Chairman Emeritus shall not be entitled to vote on any matter that comes before the Directors nor to direct the vote of any Directors. The Chairman Emeritus may, but shall not be required to, attend the meetings of the Board of Directors and its committees, and shall receive materials provided to the Directors and shall have access to such records of the Corporation as are made available to each Director. The Chairman Emeritus shall not be subject to election by the shareholders of the Corporation. The Chairman Emeritus shall not be held responsible by virtue of service as the Chairman Emeritus, either at law or in equity, for any action or failure to act of the Corporation, or of the Board of Directors or any committee thereof.
SECTION 3.11 Director Emeritus Positions. The Board may, from time to time in its discretion, by majority vote, designate one or more of its former directors a Director Emeritus or, in the case of a former Chairman of the Board, one Chairman Emeritus. Each such designation shall be for a one-year term or until such Director Emeritus’ or Chairman Emeritus’ earlier death, resignation, retirement or removal (for any reason or no reason by a majority of the Board). Each Director Emeritus and Chairman Emeritus may be re-appointed for one or more additional one-year terms. Directors Emeritus and the Chairman Emeritus may provide advisory services to the Board and its committees as requested from time to time by the Board. Directors Emeritus and the Chairman Emeritus may attend Board meetings as and when invited by the Board and attend meetings of any committee of the Board as and when invited by the committee, but they shall not be entitled to notice of any such meetings or to vote or be counted for quorum purposes at any such meetings. If present, Directors Emeritus and the Chairman Emeritus may participate in the discussions occurring at such meetings. Any person holding the position of Director Emeritus or Chairman Emeritus shall not be considered a director or officer for any purpose, including the Corporation’s Certificate of Incorporation and Bylaws, applicable federal securities laws and the DGCL, and a Director Emeritus or Chairman Emeritus shall have no power or authority to manage the affairs of the Corporation. Directors Emeritus and the Chairman Emeritus shall not have any of the responsibilities or liabilities of a director or officer of the Corporation under the DGCL, nor any of a director’s or officer’s rights, powers or privileges in their capacities as Directors Emeritus or Chairman Emeritus. Reference in these Bylaws to “directors” or “officers” shall not mean or include Directors Emeritus or the Chairman Emeritus. Directors Emeritus and the Chairman Emeritus will be entitled to receive fees for such service in such form and amount as approved by the Board, and shall be reimbursed for reasonable travel and other out-of-pocket business expenses incurred in connection with attendance at meetings of the Board and its committees. Directors Emeritus and the Chairman Emeritus shall remain subject to the reporting requirements of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, and shall remain subject to all of the Corporation’s policies applicable to directors.
Section 10. CHAIRMAN EMERITUS. Upon the retirement of a Trustee of the Trust who previously served as the Chairman, the Board of Trustees may designate such retired Trustee as Chairman Emeritus for the limited purpose of providing advice and counsel to the Trustees in connection with the Trustees’ management of the business and affairs of the Trust. The position of Chairman Emeritus shall be honorary only and shall not confer upon such Chairman Emeritus any responsibility, authority or power to act on behalf of the Trust, and the Chairman Emeritus shall not be entitled to vote on any matter that comes before the Trustees nor to direct the vote of any Trustees. The Chairman Emeritus may, but shall not be required to, attend the meetings of the Board of Trustees and its committees, and shall receive materials provided to the Trustees and shall have access to such records of the Trust as are made available to each Trustee. The Chairman Emeritus shall not be subject to election by the shareholders of the Trust. The Chairman Emeritus shall not be held responsible by virtue of service as the Chairman Emeritus, either at law or in equity, for any action or failure to act of the Trust, or of the Board of Trustees or any committee thereof.
The term “Chairman Emeritus” refers to a former chairman of an organization or company who has retired from the daily responsibilities but is still recognized for their contributions and holds a ceremonial or honorary position. This title often signifies respect and appreciation for the individual’s impact and leadership during their tenure.
You should use the title “Chairman Emeritus” when referencing a former chairman who has retired but is still held in high regard for their past contributions. It is typically assigned to someone who has had a long-standing and significant influence on the organization. It’s important that the title is conferred formally by the board or relevant governing body.
When writing “Chairman Emeritus,” you should capitalize both words as it is a formal title. Here are some examples of how to include this title in sentences:
John Smith, Chairman Emeritus of ABC Corporation, attended the annual board meeting.
The contributions of Jane Doe, our Chairman Emeritus, continue to inspire our current leadership team.
Contracts or documents that typically contain the term “Chairman Emeritus” include but are not limited to:
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A Choice of Law clause specifies which jurisdiction's laws will govern the interpretation and enforcement of the contract. This clause provides clarity and predictability by pre-determining the legal framework that will apply in case of disputes.
A clawback provision is a clause in a contract that allows an employer to reclaim previously paid compensation, typically in instances of misconduct, financial restatements, or failure to meet performance metrics. It serves as a protective measure to ensure accountability and financial integrity within an organization.
A confidentiality clause is a provision in a contract that obligates one or both parties to keep certain information confidential and not to disclose it to third parties without prior consent. This clause is designed to protect sensitive information such as trade secrets, business strategies, and proprietary data shared during the course of the contractual relationship.
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