New Director

New Director. Shall mean any member of the board of directors of the Company who was not a member of the board at the beginning of any twelve month period referred to in Paragraph 1.d.ii hereof whose election by the Board or nomination for election by the Company's stockholders was approved in advance by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved;... provided, however, that the term "New Director" shall not include either (A) a director nominated by a person who has entered into an agreement with the Company to effect a transaction described in Sections i, iii, or iv of Section 1.d. of this Agreement, or (B) a director nominated by any person (including the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change of Control. View More

New Director. A Director elected to the Company's Board after Feburary 27, 2004

New Director. Means an individual whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the Date of Grant or whose election or nomination for election was previously so approved or recommended. However, New Director shall not include a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited... to a consent solicitation relating to the election of directors of the Company. View More

New Director. The meaning specified in Section 2(a) (and includes any such director that replaces the New Director pursuant to Section 2(f)).