Excusable Disqualification Event

Excusable Disqualification Event. Means, with respect to Executive's service as Chairman or Executive Chairman of the Board (or, insofar as is necessary to such service, Executive's membership on the Board): (1) the failure or refusal of the Company's stockholders to reelect Executive to the Board (unless, in connection therewith, the Company has breached its obligation to nominate Executive for reelection to the Board as provided in section 4(c), but subject to the exceptions contained in section 4(d)(1)): (2) the failure or... refusal of the Board or the nominating committee of the Board to nominate Executive for reelection to the Board, but only if such failure or refusal does not constitute a breach of the Company's obligation to nominate Executive for reelection as provided in section 4(c), but subject to the exceptions contained in section 4(d)(1); or (3) the Board's determination, made by a majority of the directors (other than Executive) in good faith after receipt of advice of counsel, that the Board's appointment of Executive from among its members to the position of Chairman or Executive Chairman, would result in a violation of its fiduciary duties as directors under applicable law. View More