3Other Responsibilities Sample Clauses

3Other Responsibilities. Notwithstanding Section 1.2.2 above, Executive will not engage in any other for-profit business, profession or occupation, including as a member of a board of directors of any third party, for compensation which would materially conflict or materially interfere with the rendition of services hereunder, without the prior written consent of the Board, which shall not be unreasonably withheld. Any uncertainty as to whether such a conflict exists will be raised by Executive for determination by the Board, acting reasonably. The Board acknowledges that Executive has ongoing participation in other private and public businesses that have been disclosed by Executive and are listed on Exhibit A and that such participation does not, as of the Agreement Effective Date, conflict with his role at Employer. Employer reserves the right to revisit Executive’s outside activities and may, in its sole, but reasonable, discretion, revoke its approval of Executive’s outside activities (including Executive’s activities listed on Exhibit A) in the event Employer concludes that any such activities conflict with Executive’s obligations to Employer. For avoidance of doubt, in the event that Employer determines, in its sole, but reasonable, discretion, that a conflict of interest exists between Executive’s obligations to Employer and Executive’s outside activities (including Executive’s activities listed on Exhibit A) then Employer may request that Executive resign from any such role and/or terminate any such outside activity. The parties agree that Executive’s refusal to comply with such a request from Employer will constitute Executive’s resignation without Good Reason (as defined in Section 3.1.7 herein), with immediate effect, and Executive will not be eligible for the severance benefits set forth in either Sections 3.2.1 or 3.