Incumbent Board

Incumbent Board. Means those individuals who, as of November 5, 2012, constitute the Board, provided that: (1) any individual who becomes a director of the Company subsequent to such date whose election, or nomination for election by the Company's shareholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed to have been a member of the Incumbent Board; and (2) no individual who was initially elected as a director of the Company as a result of... an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall be deemed to have been a member of the Incumbent Board. View More

Incumbent Board. Individuals who, as of May 4, 2000, constitute the Board of Directors of the Company and any other individual who becomes a director of the Company after that date and whose election or appointment by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board

Incumbent Board. Shall mean individuals who constitute the Board as of the Effective Date and any other individual who becomes a director of the Company after that date and whose election or appointment by the Board or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election... contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board. View More

Incumbent Board. Includes the individuals who as of March 1, 1994 are members of the Board of Directors and any individual becoming a director subsequent to March 1, 1994 whose election, or nomination for election by the corporation's shareholders was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board; provided, however, that any individual who is not a member of the incumbent board at the time he or she becomes a member of the Board of Directors shall become a member... of the incumbent board upon the completion of two full years as a member of the Board of Directors; providedfurther, however, that notwithstanding the foregoing, no individual shall be considered a member of the incumbent board if such individual initially assumed office (1) as a result of either an actual or threatened "election contest" (within the meaning of Rule 14a-11 promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors (a "Proxy Contest") or (2) with the approval of the other members of the Board of Directors, but by reason of any agreement intended to avoid or settle a Proxy Contest. View More

Incumbent Board. Means the individuals who, as of the Effective Date, are members of the Board. If the election, or nomination for election by the Company's stockholders, of any new director is approved by a vote of at least fifty percent (50%) of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board.

Incumbent Board. Has the meaning given such term in the definition of "Change in Control."

Incumbent Board. A Board of Directors of the Company at least a majority of whom consist of individuals who either are (a) members of the Company's Board of Directors as of the Effective Date of the adoption of this Plan or (b) members who become members of the Company's Board of Directors subsequent to the date of the adoption of this Plan whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least sixty percent (60%) of the directors then comprising the... Incumbent Board (either by specific vote or by approval of a proxy statement of the Company in which that person is named as a nominee for director, without objection to that nomination), but excluding, for that purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Securities Exchange act of 1934, as amended) with respect to the election or removal of directors or other action or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of the Company. View More

Incumbent Board. Shall have the meaning provided in sub-section b. of the definition entitled "Change in Control."

Incumbent Board. The group of directors consisting of (i) those individuals who, as of the effective date of the Plan, constituted the Board; and (ii) any individuals who become directors subsequent to such effective date whose appointment, election or nomination for election by the stockholders of the Company was approved by a vote of at least a majority of the directors then comprising the Incumbent Board. The Incumbent Board shall exclude any individual whose initial assumption of office occurred (i) as a... result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or group (other than a solicitation of proxies by the Incumbent Board) or (ii) with the approval of the Incumbent Board but by reason of any agreement intended to avoid or settle a proxy contest. View More

Incumbent Board. Means (1) the members of the Company Board on the Effective Date, to the extent that they continue to serve as members of the Company Board, and (2) any individual who becomes a member of the Company Board after the Effective Date, if his or her election or nomination for election as a director is approved by a... vote of at least three-quarters of then Incumbent Board. View More