Common use of Appointment and Term Clause in Contracts

Appointment and Term. 2.1 The Company shall employ the Executive and the Executive shall serve the Company as a Founder on the terms set out in this Agreement. 2.2 The Executive’s employment under this Agreement shall commence on the Effective Date and continue (subject to the provisions of this Agreement) until terminated by either party giving to the other not less than 12 months’ previous notice in writing. 2.3 The Executive represents and warrants to the Company that, by entering into this Agreement or performing any of his obligations under it, he will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him. 2.4 The Executive warrants that he is entitled to work in the United Kingdom without any additional approvals and will notify the Company immediately if he ceases to be so entitled during the Term. 2.5 The Executive’s previous employment with the Company counts as part of the Executive’s continuous period of employment with the Company which commenced in August 2003. 3.1 During the Term the Executive shall: 3.1.1 comply with the requirements under both legislation and regulation as to the disclosure of inside information; 3.1.2 unless prevented by Incapacity, devote the whole of his time, attention and abilities to the business of the Company or any other Group Company during normal office hours and such other times as may be reasonably required for the proper performance of his duties and he shall not be entitled to any additional remuneration for work performed outside normal office hours. For the avoidance of doubt this clause shall not prevent the Executive, with the prior written consent of the Company, from holding a non-executive director position; 3.1.3 diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board together with such person or persons as the CEO may appoint to act jointly with him and do so in a competent manner; 3.1.4 comply with all reasonable and lawful directions given to him by the CEO; 3.1.5 promptly make such reports to the CEO in connection with the affairs of the Company or any Group Company on such matters and at such times as are reasonably required; 3.1.6 report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee, director or contractor of the Company or any Group Company to the CEO immediately on becoming aware of it; 3.1.7 use his best endeavours to promote, protect, develop and extend the business of the Company or any Group Company; 3.1.8 consent to the Company monitoring and recording any use that he makes of the Company’s electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes; and 3.1.9 comply with any electronic communication systems policy that the Company may issue from time to time. 3.2 The Executive will not at any time, without the prior consent of the CEO: 3.2.1 incur on behalf of a Group Company any capital expenditure in excess of a sum as may be authorised from time to time by the CEO; or 3.2.2 enter into, on behalf of a Group Company, any commitment, contract or arrangement which is otherwise than in the normal course of the Group’s business or is outside the scope of his normal duties or is of an unusual or onerous or long term nature; or 3.2.3 engage any person on terms that he will receive remuneration in excess of an annual rate as may be authorised from time to time by the CEO or the termination of whose employment will require in excess of that number of months’ notice as may be authorised from time to time by the CEO; or 3.2.4 dismiss an employee of a Group Company without giving proper notice or without following the Group Company’s normal disciplinary procedure, and the Executive will immediately report any dismissal effected by him and the reason for it to the CEO. 3.3 For the avoidance of doubt, the Board shall be entitled at any time to appoint a further executive, director or employee having responsibilities similar to the Executive to act jointly with the Executive (provided that the Executive’s remuneration under this Agreement is not affected by such appointment) and in that event the Executive shall perform his duties and exercise his powers in a manner which shall be consistent with such appointment. 3.4 Notwithstanding the provisions of clause 3.1, the Company may at any time following the giving of notice by either party to terminate this Agreement and for such period as it may specify not exceeding the length of notice given cease to provide work for the Executive, in which event during such period the other provisions of this Agreement including those relating to the Executive’s remuneration shall continue to have full force and effect but the Executive shall not, without the prior written consent of the CEO, attend his place of work or any other premises of the Company or any Group Company (such period being “Garden Leave”). The Company may in addition to the above: 3.4.1 (without limitation to Schedule 2) require him not to contact or deal with any clients, suppliers, agents, professional advisers, brokers, bankers, employees or contractors of any Group Company; and/or 3.4.2 require the Executive to resign from any or all offices, including directorships, of any Group Company; and/or 3.4.3 revoke or suspend any powers of attorney and authorised signatories the Executive may hold for any Group Company; and/or 3.4.4 appoint a further executive director or employee to perform the Executive’s duties and to exercise his powers or to delegate the Executive’s duties to any other director or employee who may exercise those powers; and/or 3.4.5 require the Executive to take any outstanding holiday time which is accrued up to the commencement of the notice period. 3.5 Notwithstanding the provisions of clause 3.1, the Company may at any time suspend the Executive during any period, for a period of up to fifteen business days, in which the Company is carrying out a disciplinary investigation into any alleged acts or defaults of the Executive. During any period of suspension the Executive shall continue to receive his salary and contractual benefits but the Executive shall not be entitled to access to any premises of the Company or any Group Company, without the prior written consent of the CEO (such period being “Suspension”). 3.6 Subject always to clause 5 and the Executive’s right to hold a non executive director position with the Company’s consent, during the Term the Executive shall not, without the prior written consent of the CEO, engage in any activities, public office or other occupation outside his employment which may detract from the proper and timely performance of his duties under this Agreement. The Executive shall not hold office in any company which is not a Group Company without the prior written approval of the CEO. 3.7 The Executive’s principal place of work shall be at Uxxxx 0 & 0 Xxxxxxxx Xxxxx, Xxxxxx Office Park, Oakham, Rutland, or such other place as may be reasonably required by the Company from time to time for the proper performance of his duties and he shall undertake any travel (nationally or internationally) as may be reasonably necessary for the proper performance of his duties.

Appears in 2 contracts

Samples: Service Agreement (Archipelago Learning, Inc.), Service Agreement (Archipelago Learning, Inc.)

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Appointment and Term. 2.1 The Company shall employ the Executive and the Executive shall serve the Company as a Founder Managing Director on the terms set out in this Agreement. 2.2 The Executive’s employment under this Agreement shall commence on the Effective Date and continue (subject to the provisions of this Agreement) until terminated by either party giving to the other not less than 12 months’ previous notice in writing. 2.3 The Executive represents and warrants to the Company that, by entering into this Agreement or performing any of his obligations under it, he will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him. 2.4 The Executive warrants that he is entitled to work in the United Kingdom without any additional approvals and will notify the Company immediately if he ceases to be so entitled during the Term. 2.5 The Executive’s previous employment with the Company counts as part of the Executive’s continuous period of employment with the Company which commenced in August 2003on September 7, 2010. 3.1 During the Term the Executive shall: 3.1.1 comply with the requirements under both legislation and regulation as to the disclosure of inside information; 3.1.2 unless prevented by Incapacity, devote the whole of his time, attention and abilities to the business of the Company or any other Group Company during normal office hours and such other times as may be reasonably required for the proper performance of his duties and he shall not be entitled to any additional remuneration for work performed outside normal office hours. For the avoidance of doubt this clause shall not prevent the Executive, with the prior written consent of the Company, from holding a non-executive director position; 3.1.3 diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board together with such person or persons as the CEO may appoint to act jointly with him and do so in a competent manner; 3.1.4 comply with all reasonable and lawful directions given to him by the CEO; 3.1.5 promptly make such reports to the CEO in connection with the affairs of the Company or any Group Company on such matters and at such times as are reasonably required; 3.1.6 report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee, director or contractor of the Company or any Group Company to the CEO immediately on becoming aware of it; 3.1.7 use his best endeavours to promote, protect, develop and extend the business of the Company or any Group Company; 3.1.8 not knowingly do or willingly permit to be done anything to the prejudice, loss or injury of the Company or any Group Company 3.1.9 consent to the Company monitoring and recording any use that he makes of the Company’s electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes; and 3.1.9 3.1.10 comply with any electronic communication systems policy that the Company may issue from time to time. 3.2 The Executive will not at any time, without the prior consent of the CEO: 3.2.1 incur on behalf of a Group Company any capital expenditure in excess of a sum as may be authorised from time to time by the CEO; or 3.2.2 enter into, on behalf of a Group Company, any commitment, contract or arrangement which is otherwise than in the normal course of the Group’s business or is outside the scope of his normal duties or is of an unusual or onerous or long term nature; or 3.2.3 engage any person on terms that he will receive remuneration in excess of an annual rate as may be authorised from time to time by the CEO or the termination of whose employment will require in excess of that number of months’ notice as may be authorised from time to time by the CEO; or 3.2.4 dismiss an employee of a Group Company without giving proper notice or without following the Group Company’s normal disciplinary procedure, and the Executive will immediately report any dismissal effected by him and the reason for it to the CEO. 3.3 For the avoidance of doubt, the Board shall be entitled at any time to appoint a further executive, director or employee having responsibilities similar to the Executive to act jointly with the Executive (provided that the Executive’s remuneration under this Agreement is not affected by such appointment) and in that event the Executive shall perform his duties and exercise his powers in a manner which shall be consistent with such appointment. 3.4 Notwithstanding the provisions of clause 3.1, the Company may at any time following the giving of notice by either party to terminate this Agreement and for such period as it may specify not exceeding the length of notice given cease to provide work for the Executive, in which event during such period the other provisions of this Agreement including those relating to the Executive’s remuneration shall continue to have full force and effect but the Executive shall not, without the prior written consent of the CEO, attend his place of work or any other premises of the Company or any Group Company (such period being “Garden Leave”). The Company may in addition to the above: 3.4.1 (without limitation to Schedule 2) require him not to contact or deal have any communication with any clients, suppliers, agents, professional advisers, brokers, bankers, employees or contractors of the Company or any Group Company; and/or 3.4.2 require the Executive to resign from any or all offices, including directorships, of any Group Company; and/or 3.4.3 revoke or suspend any powers of attorney and authorised signatories the Executive may hold for any Group Company; and/or 3.4.4 appoint a further executive director or employee to perform the Executive’s duties and to exercise his powers or to delegate the Executive’s duties to any other director or employee who may exercise those powers; and/or 3.4.5 require the Executive to take any outstanding holiday time which is accrued up to the commencement of the notice period. 3.5 Notwithstanding the provisions of clause 3.1, the Company may at any time suspend the Executive during any period, for a period of up to fifteen business days, in which the Company is carrying out a disciplinary investigation into any alleged acts or defaults of the Executive. During any period of suspension the Executive shall continue to receive his salary and contractual benefits but the Executive shall not be entitled to access to any premises of the Company or any Group Company, without the prior written consent of the CEO (such period being “Suspension”). 3.6 Subject always to clause 5 6 and the Executive’s right to hold a non executive director position with the Company’s consent, during the Term the Executive shall not, without the prior written consent of the CEO, engage in any activities, public office or other occupation outside his employment which may detract from the proper and timely performance of his duties under this Agreement. The Executive shall not hold office in any company which is not a Group Company without the prior written approval of the CEO. 3.7 The Executive’s principal place of work shall be at Uxxxx 0 & 0 Xxxxxxxx Xxxxx, Xxxxxx Office Park, Oakham, Rutland, or such other place as may be reasonably required by the Company from time to time for the proper performance of his duties and he shall undertake any travel (nationally or internationally) as may be reasonably necessary for the proper performance of his duties.

Appears in 1 contract

Samples: Service Agreement (Archipelago Learning, Inc.)

Appointment and Term. 2.1 The Company shall employ You will be employed by the Executive Employer to perform the role of President, Interactive or in such other capacity commensurate with your skills, experience and status as you and the Executive shall serve the Company as a Founder Employer agree (such agreement by you not to be unreasonably withheld), on the terms set out in this Agreementagreement. 2.2 The Executive’s employment under this Agreement As President, Interactive, you will join the Bally Board and shall commence on accept (if offered) appointment as a director of any other companies of the Effective Date and continue (subject Group as the Employer directs. You will report to the provisions of this Agreement) until terminated by either party giving Group CEO and help provide effective leadership in relation to the other not less than 12 months’ previous notice in writingGroup’s strategy, performance, risk and people management as well as ensuring high standards of fiscal probity and corporate governance. 2.3 The Executive represents You shall, if and warrants so long as the Employer requires, without further remuneration: 2.3.1 Carry out such duties on behalf of any company in the Group as the Employer or the Bally Board may direct; 2.3.2 Be seconded to the Company that, by entering into this Agreement or performing any of his obligations under it, he will not be in breach employment and/or carry out duties on behalf of any court order company of the Group; 2.3.3 Act as a director, officer or any express or implied terms consultant of any contract or company of the Group, but provided that such duties and services are commensurate with your seniority and without prejudice to your other obligation binding on himrights under this agreement. 2.4 The Executive warrants By accepting this Appointment you warrant that he is you have never been disqualified from being a company director and undertake that you are not subject to any restrictions that prevent you from holding the office of director. You must not put yourself in a position where your duties to any other person, firm or company conflict with your duties to Bally’s Corporation, the Employer or any company of the Group and confirm that you have disclosed to the Employer all circumstances in which there is, or there might be, a possible conflict of interest between Bally’s Corporation, the Employer, any company of the Group and you and you agree to disclose fully to the Employer any such circumstances that may arise during the Appointment. 2.5 Your appointment as a director of Bally’s Corporation, the Employer or any company of the Group does not amount to a term of employment. In the event of your ceasing to be director of Bally’s Corporation, the Employer or company of the Group for any reason, this will not amount to breach of this agreement and shall not give rise to a claim for damages or compensation. 2.6 You warrant that you have not provided inaccurate or false information in connection with this Appointment, whether concerning your qualifications, references or otherwise. 2.7 You warrant that you are entitled to work in the United Kingdom without any additional approvals and will notify the Company Employer immediately if he ceases you cease to be so entitled during the Termat any time. 2.5 2.8 The Executive’s previous Appointment will commence on October 1, 2021 but your period of continuous employment with the Company counts Employer is confirmed as part of the Executive’s continuous period of having begun on September 5, 2005. Your employment with the Company which commenced in August 2003. 3.1 During the Term the Executive shall: 3.1.1 comply with the requirements under both legislation and regulation as will, subject to the disclosure remaining terms of inside information; 3.1.2 unless prevented this agreement, continue until terminated by Incapacity, devote the whole of his time, attention and abilities to the business of the Company or any other Group Company during normal office hours and such other times as may be reasonably required for the proper performance of his duties and he shall Employer giving you not be entitled to any additional remuneration for work performed outside normal office hours. For the avoidance of doubt this clause shall not prevent the Executive, with the less than twelve months’ prior written consent of notice, or by you giving the Company, from holding a non-executive director position; 3.1.3 diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board together with such person or persons as the CEO may appoint to act jointly with him and do so in a competent manner; 3.1.4 comply with all reasonable and lawful directions given to him by the CEO; 3.1.5 promptly make such reports to the CEO in connection with the affairs of the Company or any Group Company on such matters and at such times as are reasonably required; 3.1.6 report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee, director or contractor of the Company or any Group Company to the CEO immediately on becoming aware of it; 3.1.7 use his best endeavours to promote, protect, develop and extend the business of the Company or any Group Company; 3.1.8 consent to the Company monitoring and recording any use that he makes of the Company’s electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes; and 3.1.9 comply with any electronic communication systems policy that the Company may issue from time to time. 3.2 The Executive will Employer not at any time, without the prior consent of the CEO: 3.2.1 incur on behalf of a Group Company any capital expenditure in excess of a sum as may be authorised from time to time by the CEO; or 3.2.2 enter into, on behalf of a Group Company, any commitment, contract or arrangement which is otherwise less than in the normal course of the Group’s business or is outside the scope of his normal duties or is of an unusual or onerous or long term nature; or 3.2.3 engage any person on terms that he will receive remuneration in excess of an annual rate as may be authorised from time to time by the CEO or the termination of whose employment will require in excess of that number of six months’ notice as may be authorised from time to time by the CEO; or 3.2.4 dismiss an employee of a Group Company without giving proper notice or without following the Group Company’s normal disciplinary procedure, and the Executive will immediately report any dismissal effected by him and the reason for it to the CEO. 3.3 For the avoidance of doubt, the Board shall be entitled at any time to appoint a further executive, director or employee having responsibilities similar to the Executive to act jointly with the Executive (provided that the Executive’s remuneration under this Agreement is not affected by such appointment) and in that event the Executive shall perform his duties and exercise his powers in a manner which shall be consistent with such appointment. 3.4 Notwithstanding the provisions of clause 3.1, the Company may at any time following the giving of notice by either party to terminate this Agreement and for such period as it may specify not exceeding the length of notice given cease to provide work for the Executive, in which event during such period the other provisions of this Agreement including those relating to the Executive’s remuneration shall continue to have full force and effect but the Executive shall not, without the prior written consent of the CEO, attend his place of work or any other premises of the Company or any Group Company (such period being “Garden Leave”). The Company may in addition to the above: 3.4.1 (without limitation to Schedule 2) require him not to contact or deal with any clients, suppliers, agents, professional advisers, brokers, bankers, employees or contractors of any Group Company; and/or 3.4.2 require the Executive to resign from any or all offices, including directorships, of any Group Company; and/or 3.4.3 revoke or suspend any powers of attorney and authorised signatories the Executive may hold for any Group Company; and/or 3.4.4 appoint a further executive director or employee to perform the Executive’s duties and to exercise his powers or to delegate the Executive’s duties to any other director or employee who may exercise those powers; and/or 3.4.5 require the Executive to take any outstanding holiday time which is accrued up to the commencement of the notice periodnotice. 3.5 Notwithstanding the provisions of clause 3.1, the Company may at any time suspend the Executive during any period, for a period of up to fifteen business days, in which the Company is carrying out a disciplinary investigation into any alleged acts or defaults of the Executive. During any period of suspension the Executive shall continue to receive his salary and contractual benefits but the Executive shall not be entitled to access to any premises of the Company or any Group Company, without the prior written consent of the CEO (such period being “Suspension”). 3.6 Subject always to clause 5 and the Executive’s right to hold a non executive director position with the Company’s consent, during the Term the Executive shall not, without the prior written consent of the CEO, engage in any activities, public office or other occupation outside his employment which may detract from the proper and timely performance of his duties under this Agreement. The Executive shall not hold office in any company which is not a Group Company without the prior written approval of the CEO. 3.7 The Executive’s principal place of work shall be at Uxxxx 0 & 0 Xxxxxxxx Xxxxx, Xxxxxx Office Park, Oakham, Rutland, or such other place as may be reasonably required by the Company from time to time for the proper performance of his duties and he shall undertake any travel (nationally or internationally) as may be reasonably necessary for the proper performance of his duties.

Appears in 1 contract

Samples: Service Agreement (Bally's Corp)

Appointment and Term. 2.1 3.1 The Company shall employ Body Corporate appoints the Executive Manager to look after the Common Property to perform the Caretaking Duties and grants to the Executive shall serve Manager the Company right to conduct the Letting Business from the Commencement Date for the Term and any subsequent validly exercised option. 3.2 The Manager: (a) accepts the appointment; (b) will look after the Common Property as a Founder required by this Agreement; (c) will perform the Caretaking Duties; and (d) is an independent contractor of the Body Corporate. 3.3 In consideration of the Body Corporate granting to the Manager the right to carry on the terms Letting Business, the Manager will provide the Letting Services. 3.4 The Body Corporate must extend the Agreement for the Further Term if: (a) the Manager gives the Body Corporate written notice not more than six months and not less than three months prior to end of the Term; and (b) at the time this notice is given and at the expiration of the Term, the Manager is not in breach of this Agreement which the Manager has failed to remedy within a reasonable period of time (no less than 14 days) from having received notice from the Body Corporate specifying the breach and requiring it to be remedied, upon the same conditions as are contained in this Agreement with the exception of this clause which will be deleted and except that the Remuneration for the first year of the Further Term, and then for subsequent years of the Further Term, will be calculated in accordance with the manner of increase set out in clause 4.1 of this Agreement. 2.2 3.5 The Executive’s employment under Body Corporate must extend the Agreement for the Second Further Term if: (a) the Manager gives the Body Corporate written notice not more than six months and not less than three months prior to end of the Further Term; and (b) at the time this notice is given and at the expiration of the Further Term, the Manager is not in breach of this Agreement shall commence on which the Effective Date Manager has failed to remedy within a reasonable period of time (no less than 14 days) from having received notice from the Body Corporate specifying the breach and continue (subject requiring it to be remedied, upon the provisions same conditions as are contained in this Agreement with the exception of this clause which will be deleted and except that the Remuneration for the first year of the Second Further Term, and then for subsequent years of the Second Further Term, will be calculated in accordance with the manner of increase set out in clause 4.1 of this Agreement) until terminated by either party giving to the other not less than 12 months’ previous notice in writing. 2.3 The Executive represents and warrants to the Company that, by entering into this Agreement or performing any of his obligations under it, he will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him. 2.4 The Executive warrants that he is entitled to work in the United Kingdom without any additional approvals and will notify the Company immediately if he ceases to be so entitled during the Term. 2.5 The Executive’s previous employment with the Company counts as part of the Executive’s continuous period of employment with the Company which commenced in August 2003. 3.1 During the Term the Executive shall: 3.1.1 comply with the requirements under both legislation and regulation as to the disclosure of inside information; 3.1.2 unless prevented by Incapacity, devote the whole of his time, attention and abilities to the business of the Company or any other Group Company during normal office hours and such other times as may be reasonably required for the proper performance of his duties and he shall not be entitled to any additional remuneration for work performed outside normal office hours. For the avoidance of doubt this clause shall not prevent the Executive, with the prior written consent of the Company, from holding a non-executive director position; 3.1.3 diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board together with such person or persons as the CEO may appoint to act jointly with him and do so in a competent manner; 3.1.4 comply with all reasonable and lawful directions given to him by the CEO; 3.1.5 promptly make such reports to the CEO in connection with the affairs of the Company or any Group Company on such matters and at such times as are reasonably required; 3.1.6 report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee, director or contractor of the Company or any Group Company to the CEO immediately on becoming aware of it; 3.1.7 use his best endeavours to promote, protect, develop and extend the business of the Company or any Group Company; 3.1.8 consent to the Company monitoring and recording any use that he makes of the Company’s electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes; and 3.1.9 comply with any electronic communication systems policy that the Company may issue from time to time. 3.2 The Executive will not at any time, without the prior consent of the CEO: 3.2.1 incur on behalf of a Group Company any capital expenditure in excess of a sum as may be authorised from time to time by the CEO; or 3.2.2 enter into, on behalf of a Group Company, any commitment, contract or arrangement which is otherwise than in the normal course of the Group’s business or is outside the scope of his normal duties or is of an unusual or onerous or long term nature; or 3.2.3 engage any person on terms that he will receive remuneration in excess of an annual rate as may be authorised from time to time by the CEO or the termination of whose employment will require in excess of that number of months’ notice as may be authorised from time to time by the CEO; or 3.2.4 dismiss an employee of a Group Company without giving proper notice or without following the Group Company’s normal disciplinary procedure, and the Executive will immediately report any dismissal effected by him and the reason for it to the CEO. 3.3 For the avoidance of doubt, the Board shall be entitled at any time to appoint a further executive, director or employee having responsibilities similar to the Executive to act jointly with the Executive (provided that the Executive’s remuneration under this Agreement is not affected by such appointment) and in that event the Executive shall perform his duties and exercise his powers in a manner which shall be consistent with such appointment. 3.4 Notwithstanding the provisions of clause 3.1, the Company may at any time following the giving of notice by either party to terminate this Agreement and for such period as it may specify not exceeding the length of notice given cease to provide work for the Executive, in which event during such period the other provisions of this Agreement including those relating to the Executive’s remuneration shall continue to have full force and effect but the Executive shall not, without the prior written consent of the CEO, attend his place of work or any other premises of the Company or any Group Company (such period being “Garden Leave”). The Company may in addition to the above: 3.4.1 (without limitation to Schedule 2) require him not to contact or deal with any clients, suppliers, agents, professional advisers, brokers, bankers, employees or contractors of any Group Company; and/or 3.4.2 require the Executive to resign from any or all offices, including directorships, of any Group Company; and/or 3.4.3 revoke or suspend any powers of attorney and authorised signatories the Executive may hold for any Group Company; and/or 3.4.4 appoint a further executive director or employee to perform the Executive’s duties and to exercise his powers or to delegate the Executive’s duties to any other director or employee who may exercise those powers; and/or 3.4.5 require the Executive to take any outstanding holiday time which is accrued up to the commencement of the notice period. 3.5 Notwithstanding the provisions of clause 3.1, the Company may at any time suspend the Executive during any period, for a period of up to fifteen business days, in which the Company is carrying out a disciplinary investigation into any alleged acts or defaults of the Executive. During any period of suspension the Executive shall continue to receive his salary and contractual benefits but the Executive shall not be entitled to access to any premises of the Company or any Group Company, without the prior written consent of the CEO (such period being “Suspension”). 3.6 Subject always to clause 5 and the Executive’s right to hold a non executive director position with the Company’s consent, during the Term the Executive shall not, without the prior written consent of the CEO, engage in any activities, public office or other occupation outside his employment which may detract from the proper and timely performance of his duties under this Agreement. The Executive shall not hold office in any company which is not a Group Company without the prior written approval of the CEO. 3.7 The Executive’s principal place of work shall be at Uxxxx 0 & 0 Xxxxxxxx Xxxxx, Xxxxxx Office Park, Oakham, Rutland, or such other place as may be reasonably required by the Company from time to time for the proper performance of his duties and he shall undertake any travel (nationally or internationally) as may be reasonably necessary for the proper performance of his duties.

Appears in 1 contract

Samples: Caretaking and Letting Agreement

Appointment and Term. 2.1 The Company shall employ You will be employed by the Executive Employer to perform the role of President, Interactive or in such other capacity commensurate with your skills, experience and status as you and the Executive shall serve the Company as a Founder Employer agree (such agreement by you not to be unreasonably withheld), on the terms set out in this Agreementagreement. 2.2 The Executive’s employment under this Agreement As President, Interactive, you will join the Bally Board and shall commence on accept (if offered) appointment as a director of any other companies of the Effective Date and continue (subject Group as the Employer directs. You will report to the provisions of this Agreement) until terminated by either party giving Group CEO and help provide effective leadership in relation to the other not less than 12 months’ previous notice in writingGroup’s strategy, performance, risk and people management as well as ensuring high standards of fiscal probity and corporate governance. 2.3 The Executive represents You shall, if and warrants so long as the Employer requires, without further remuneration: 2.3.1 Carry out such duties on behalf of any company in the Group as the Employer or the Bally Board may direct; 2.3.2 Be seconded to the Company that, by entering into this Agreement or performing any of his obligations under it, he will not be in breach employment and/or carry out duties on behalf of any court order company of the Group; 2.3.3 Act as a director, officer or any express or implied terms consultant of any contract or company of the Group, but provided that such duties and services are commensurate with your seniority and without prejudice to your other obligation binding on himrights under this agreement. 2.4 The Executive warrants By accepting this Appointment you warrant that he is you have never been disqualified from being a company director and undertake that you are not subject to any restrictions that prevent you from holding the office of director. You must not put yourself in a position where your duties to any other person, firm or company conflict with your duties to Bally’s Corporation, the Employer or any company of the Group and confirm that you have disclosed to the Employer all circumstances in which there is, or there might be, a possible conflict of interest between Xxxxx’s Corporation, the Employer, any company of the Group and you and you agree to disclose fully to the Employer any such circumstances that may arise during the Appointment. 2.5 Your appointment as a director of Bally’s Corporation, the Employer or any company of the Group does not amount to a term of employment. In the event of your ceasing to be director of Bally’s Corporation, the Employer or company of the Group for any reason, this will not amount to breach of this agreement and shall not give rise to a claim for damages or compensation. 2.6 You warrant that you have not provided inaccurate or false information in connection with this Appointment, whether concerning your qualifications, references or otherwise. 2.7 You warrant that you are entitled to work in the United Kingdom without any additional approvals and will notify the Company Employer immediately if he ceases you cease to be so entitled during the Termat any time. 2.5 2.8 The Executive’s previous Appointment will commence on October 1, 2021 but your period of continuous employment with the Company counts Employer is confirmed as part of the Executive’s continuous period of having begun on September 5, 2005. Your employment with the Company which commenced in August 2003. 3.1 During the Term the Executive shall: 3.1.1 comply with the requirements under both legislation and regulation as will, subject to the disclosure remaining terms of inside information; 3.1.2 unless prevented this agreement, continue until terminated by Incapacity, devote the whole of his time, attention and abilities to the business of the Company or any other Group Company during normal office hours and such other times as may be reasonably required for the proper performance of his duties and he shall Employer giving you not be entitled to any additional remuneration for work performed outside normal office hours. For the avoidance of doubt this clause shall not prevent the Executive, with the less than twelve months’ prior written consent of notice, or by you giving the Company, from holding a non-executive director position; 3.1.3 diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board together with such person or persons as the CEO may appoint to act jointly with him and do so in a competent manner; 3.1.4 comply with all reasonable and lawful directions given to him by the CEO; 3.1.5 promptly make such reports to the CEO in connection with the affairs of the Company or any Group Company on such matters and at such times as are reasonably required; 3.1.6 report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee, director or contractor of the Company or any Group Company to the CEO immediately on becoming aware of it; 3.1.7 use his best endeavours to promote, protect, develop and extend the business of the Company or any Group Company; 3.1.8 consent to the Company monitoring and recording any use that he makes of the Company’s electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes; and 3.1.9 comply with any electronic communication systems policy that the Company may issue from time to time. 3.2 The Executive will Employer not at any time, without the prior consent of the CEO: 3.2.1 incur on behalf of a Group Company any capital expenditure in excess of a sum as may be authorised from time to time by the CEO; or 3.2.2 enter into, on behalf of a Group Company, any commitment, contract or arrangement which is otherwise less than in the normal course of the Group’s business or is outside the scope of his normal duties or is of an unusual or onerous or long term nature; or 3.2.3 engage any person on terms that he will receive remuneration in excess of an annual rate as may be authorised from time to time by the CEO or the termination of whose employment will require in excess of that number of six months’ notice as may be authorised from time to time by the CEO; or 3.2.4 dismiss an employee of a Group Company without giving proper notice or without following the Group Company’s normal disciplinary procedure, and the Executive will immediately report any dismissal effected by him and the reason for it to the CEO. 3.3 For the avoidance of doubt, the Board shall be entitled at any time to appoint a further executive, director or employee having responsibilities similar to the Executive to act jointly with the Executive (provided that the Executive’s remuneration under this Agreement is not affected by such appointment) and in that event the Executive shall perform his duties and exercise his powers in a manner which shall be consistent with such appointment. 3.4 Notwithstanding the provisions of clause 3.1, the Company may at any time following the giving of notice by either party to terminate this Agreement and for such period as it may specify not exceeding the length of notice given cease to provide work for the Executive, in which event during such period the other provisions of this Agreement including those relating to the Executive’s remuneration shall continue to have full force and effect but the Executive shall not, without the prior written consent of the CEO, attend his place of work or any other premises of the Company or any Group Company (such period being “Garden Leave”). The Company may in addition to the above: 3.4.1 (without limitation to Schedule 2) require him not to contact or deal with any clients, suppliers, agents, professional advisers, brokers, bankers, employees or contractors of any Group Company; and/or 3.4.2 require the Executive to resign from any or all offices, including directorships, of any Group Company; and/or 3.4.3 revoke or suspend any powers of attorney and authorised signatories the Executive may hold for any Group Company; and/or 3.4.4 appoint a further executive director or employee to perform the Executive’s duties and to exercise his powers or to delegate the Executive’s duties to any other director or employee who may exercise those powers; and/or 3.4.5 require the Executive to take any outstanding holiday time which is accrued up to the commencement of the notice periodnotice. 3.5 Notwithstanding the provisions of clause 3.1, the Company may at any time suspend the Executive during any period, for a period of up to fifteen business days, in which the Company is carrying out a disciplinary investigation into any alleged acts or defaults of the Executive. During any period of suspension the Executive shall continue to receive his salary and contractual benefits but the Executive shall not be entitled to access to any premises of the Company or any Group Company, without the prior written consent of the CEO (such period being “Suspension”). 3.6 Subject always to clause 5 and the Executive’s right to hold a non executive director position with the Company’s consent, during the Term the Executive shall not, without the prior written consent of the CEO, engage in any activities, public office or other occupation outside his employment which may detract from the proper and timely performance of his duties under this Agreement. The Executive shall not hold office in any company which is not a Group Company without the prior written approval of the CEO. 3.7 The Executive’s principal place of work shall be at Uxxxx 0 & 0 Xxxxxxxx Xxxxx, Xxxxxx Office Park, Oakham, Rutland, or such other place as may be reasonably required by the Company from time to time for the proper performance of his duties and he shall undertake any travel (nationally or internationally) as may be reasonably necessary for the proper performance of his duties.

Appears in 1 contract

Samples: Service Agreement (Bally's Corp)

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Appointment and Term. 2.1 of Employment 1.1 The Company shall employ initially employed the Executive and as the Executive shall serve Vice President, Corporate Development and subsequently as Chief Executive Officer in February 2004. Executive was also elected Chairman of the Company Board in May 2004. Executive has performed and will continue to perform duties and provide expanded Services as a Founder on the terms set out in this Agreement. 2.2 The Executive’s employment under this Agreement shall commence on the Effective Date and continue (subject to the provisions of this Agreement) until terminated by either party giving to the other not less than 12 months’ previous notice in writing. 2.3 Schedule I. The Executive represents and warrants to shall also perform such other duties for the Company that, by entering into this Agreement or performing any of his obligations under it, he will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him. 2.4 The Executive warrants that he is entitled to work in the United Kingdom without any additional approvals and will notify the Company immediately if he ceases to be so entitled during the Term. 2.5 The Executive’s previous employment with the Company counts as part of the Executive’s continuous period of employment with the Company which commenced in August 2003. 3.1 During the Term the Executive shall: 3.1.1 comply with the requirements under both legislation its subsidiaries and regulation as to the disclosure of inside information; 3.1.2 unless prevented by Incapacity, devote the whole of his time, attention and abilities to the business of the Company or any other Group Company during normal office hours and such other times as may be reasonably required for the proper performance of his duties and he shall not be entitled to any additional remuneration for work performed outside normal office hours. For the avoidance of doubt this clause shall not prevent the Executive, with the prior written consent of the Company, from holding a non-executive director position; 3.1.3 diligently exercise such powers and perform such duties affiliates as may from time to time be assigned to him authorized or directed by the Board together with such person or persons as of Directors (“Board”) of the CEO may appoint Company. The Executive agrees to act jointly with him and do so in a competent manner; 3.1.4 comply with all reasonable and lawful directions given to him be employed by the CEO; 3.1.5 promptly make Company in all such reports capacities for an extended term (“Term of Employment”) beginning 01 May 2006 and ending on 31 December 2007 subject to all the covenants and conditions hereinafter set forth. The Term of Employment shall be automatically renewed for successive one-year terms unless either Party gives written notice to the CEO other at least 45 days prior to the expiration of the then Term of Employment, of such Party’s intention to terminate Executive’s employment hereunder at the end of the then current Employment Term. If either Party gives a valid termination notice (“Notice of Termination”) pursuant to section 3 hereof, the Term of Employment shall not extend beyond the date of expiration (Expiration Date”) specified in connection such notice. 1.2 The Executive shall report to the BOARD OF DIRECTORS , unless the BOARD OF DIRECTORS designates another supervisor. Executive shall keep the BOARD OF DIRECTORS well informed regarding the Project and shall promptly respond to any reasonable requests by the BOARD OF DIRECTORS on behalf of the Company. Executive shall assist the Company in reaching well-reasoned decisions and implementing those decisions regarding the Project, its subsidiaries and the Company. 1.3 While Executive provides services to the Company, Executive shall also provide Services to the Company’s subsidiary, Geovic Cameroon PLC (“Subsidiary”). 1.4 The Executive shall be a full-time employee of Geovic with the affairs authority, autonomy and responsibility customary for a Chief Executive Officer. The Executive shall provide his services exclusively to Geovic, except that he may perform as an Outside Director on the Boards of no more than two other companies. Such outside directorships shall conform with Geovic’s priorities and place no unnecessary burden upon the Company or the Executive. During the Term of Employment, the Executive agrees to serve, if elected, as a director of the Company or any Group Company on such matters and at such times as are reasonably required; 3.1.6 report his own wrongdoing and any wrongdoing an officer or proposed wrongdoing director of any other employee, director subsidiary or contractor of the Company or any Group Company to the CEO immediately on becoming aware of it; 3.1.7 use his best endeavours to promote, protect, develop and extend the business of the Company or any Group Company; 3.1.8 consent to the Company monitoring and recording any use that he makes affiliate of the Company’s electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes; and 3.1.9 comply with any electronic communication systems policy that the Company may issue from time to time. 3.2 The Executive will not at any time, without the prior consent of the CEO: 3.2.1 incur on behalf of a Group Company any capital expenditure in excess of a sum as may be authorised from time to time by the CEO; or 3.2.2 enter into, on behalf of a Group Company, any commitment, contract or arrangement which is otherwise than in the normal course of the Group’s business or is outside the scope of his normal duties or is of an unusual or onerous or long term nature; or 3.2.3 engage any person on terms that he will receive remuneration in excess of an annual rate as may be authorised from time to time by the CEO or the termination of whose employment will require in excess of that number of months’ notice as may be authorised from time to time by the CEO; or 3.2.4 dismiss an employee of a Group Company without giving proper notice or without following the Group Company’s normal disciplinary procedure, and the Executive will immediately report any dismissal effected by him and the reason for it to the CEO. 3.3 For the avoidance of doubt, the Board shall be entitled at any time to appoint a further executive, director or employee having responsibilities similar to the Executive to act jointly with the Executive (provided that the Executive’s remuneration under this Agreement is not affected by such appointment) and in that event the Executive shall perform his duties and exercise his powers in a manner which shall be consistent with such appointment. 3.4 Notwithstanding the provisions of clause 3.1, the Company may at any time following the giving of notice by either party to terminate this Agreement and for such period as it may specify not exceeding the length of notice given cease to provide work for the Executive, in which event during such period the other provisions of this Agreement including those relating to the Executive’s remuneration shall continue to have full force and effect but the Executive shall not, without the prior written consent of the CEO, attend his place of work or any other premises of the Company or any Group Company (such period being “Garden Leave”). The Company may in addition to the above: 3.4.1 (without limitation to Schedule 2) require him not to contact or deal with any clients, suppliers, agents, professional advisers, brokers, bankers, employees or contractors of any Group Company; and/or 3.4.2 require the Executive to resign from any or all offices, including directorships, of any Group Company; and/or 3.4.3 revoke or suspend any powers of attorney and authorised signatories the Executive may hold for any Group Company; and/or 3.4.4 appoint a further executive director or employee to perform the Executive’s duties and to exercise his powers or to delegate the Executive’s duties to any other director or employee who may exercise those powers; and/or 3.4.5 require the Executive to take any outstanding holiday time which is accrued up to the commencement of the notice period. 3.5 Notwithstanding the provisions of clause 3.1, the Company may at any time suspend the Executive during any period, for a period of up to fifteen business days, in which the Company is carrying out a disciplinary investigation into any alleged acts or defaults of the Executive. During any period of suspension the Executive shall continue to receive his salary and contractual benefits but the Executive shall not be entitled to access to any premises of the Company or any Group Company, without the prior written consent of the CEO (such period being “Suspension”). 3.6 Subject always to clause 5 and the Executive’s right to hold a non executive director position with the Company’s consent, during the Term the Executive shall not, without the prior written consent of the CEO, engage in any activities, public office or other occupation outside his employment which may detract from the proper and timely performance of his duties under this Agreement. The Executive shall not hold office in any company which is not a Group Company without the prior written approval of the CEO. 3.7 The Executive’s principal place of work shall be at Uxxxx 0 & 0 Xxxxxxxx Xxxxx, Xxxxxx Office Park, Oakham, Rutland, or such other place as may be reasonably required by the Company from time to time for the proper performance of his duties and he shall undertake any travel (nationally or internationally) as may be reasonably necessary for the proper performance of his duties.

Appears in 1 contract

Samples: Extended Employment Agreement (Geovic Mining Corp.)

Appointment and Term. 2.1 The Company shall employ You will be employed by the Employer to perform the role of Chief Executive Officer of Bally’s Corporation (Group CEO) or in such other capacity commensurate with your skills, experience and status as you and the Executive shall serve the Company as a Founder Employer agree (such agreement by you not to be unreasonably withheld), on the terms set out in this Agreementagreement. 2.2 The Executive’s employment under this Agreement As Group CEO, you will join the Bally Board and shall commence on accept (if offered) appointment as a director of any other companies of the Effective Date and continue (subject Group as the Employer directs. You will report to the provisions of this Agreement) until terminated by either party giving Bally Board and help provide effective leadership in relation to the other not less than 12 months’ previous notice in writingGroup’s strategy, performance, risk and people management as well as ensuring high standards of fiscal probity and corporate governance. 2.3 The Executive represents You shall, if and warrants so long as the Employer requires, without further remuneration: 2.3.1 Carry out such duties on behalf of any company in the Group as the Employer or the Bally Board may direct; 2.3.2 Be seconded to the Company that, by entering into this Agreement or performing any of his obligations under it, he will not be in breach employment and/or carry out duties on behalf of any court order company of the Group; 2.3.3 Act as a director, officer or any express or implied terms consultant of any contract or company of the Group, but provided that such duties and services are commensurate with your seniority and role as Group CEO and without prejudice to your other obligation binding on himrights under this agreement. 2.4 The Executive warrants By accepting this Appointment you warrant that he is you have never been disqualified from being a company director and undertake that you are not subject to any restrictions that prevent you from holding the office of director. You must not put yourself in a position where your duties to any other person, firm or company conflict with your duties to Bally’s Corporation, the Employer or any company of the Group and confirm that you have disclosed to the Employer all circumstances in which there is, or there might be, a possible conflict of interest between Bally’s Corporation, the Employer, any company of the Group and you and you agree to disclose fully to the Employer any such circumstances that may arise during the Appointment. 2.5 Your appointment as a director of Bally’s Corporation, the Employer or any company of the Group does not amount to a term of employment. In the event of your ceasing to be director of Bally’s Corporation, the Employer or company of the Group for any reason, this will not amount to breach of this agreement and shall not give rise to a claim for damages or compensation. 2.6 You warrant that you have not provided inaccurate or false information in connection with this Appointment, whether concerning your qualifications, references or otherwise. 2.7 You warrant that you are entitled to work in the United Kingdom without any additional approvals and will notify the Company Employer immediately if he ceases you cease to be so entitled during the Termat any time. 2.5 2.8 The Executive’s previous Appointment will commence on October 1, 2021 but your period of continuous employment with the Company counts Employer is confirmed as part of the Executive’s continuous period of having begun on November 3, 2008. Your employment with the Company which commenced in August 2003. 3.1 During the Term the Executive shall: 3.1.1 comply with the requirements under both legislation and regulation as will, subject to the disclosure remaining terms of inside information; 3.1.2 unless prevented this agreement, continue until terminated by Incapacity, devote the whole of his time, attention and abilities to the business of the Company or any other Group Company during normal office hours and such other times as may be reasonably required for the proper performance of his duties and he shall Employer giving you not be entitled to any additional remuneration for work performed outside normal office hours. For the avoidance of doubt this clause shall not prevent the Executive, with the less than twelve months’ prior written consent of notice, or by you giving the Company, from holding a non-executive director position; 3.1.3 diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board together with such person or persons as the CEO may appoint to act jointly with him and do so in a competent manner; 3.1.4 comply with all reasonable and lawful directions given to him by the CEO; 3.1.5 promptly make such reports to the CEO in connection with the affairs of the Company or any Group Company on such matters and at such times as are reasonably required; 3.1.6 report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee, director or contractor of the Company or any Group Company to the CEO immediately on becoming aware of it; 3.1.7 use his best endeavours to promote, protect, develop and extend the business of the Company or any Group Company; 3.1.8 consent to the Company monitoring and recording any use that he makes of the Company’s electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes; and 3.1.9 comply with any electronic communication systems policy that the Company may issue from time to time. 3.2 The Executive will Employer not at any time, without the prior consent of the CEO: 3.2.1 incur on behalf of a Group Company any capital expenditure in excess of a sum as may be authorised from time to time by the CEO; or 3.2.2 enter into, on behalf of a Group Company, any commitment, contract or arrangement which is otherwise less than in the normal course of the Group’s business or is outside the scope of his normal duties or is of an unusual or onerous or long term nature; or 3.2.3 engage any person on terms that he will receive remuneration in excess of an annual rate as may be authorised from time to time by the CEO or the termination of whose employment will require in excess of that number of six months’ notice as may be authorised from time to time by the CEO; or 3.2.4 dismiss an employee of a Group Company without giving proper notice or without following the Group Company’s normal disciplinary procedure, and the Executive will immediately report any dismissal effected by him and the reason for it to the CEO. 3.3 For the avoidance of doubt, the Board shall be entitled at any time to appoint a further executive, director or employee having responsibilities similar to the Executive to act jointly with the Executive (provided that the Executive’s remuneration under this Agreement is not affected by such appointment) and in that event the Executive shall perform his duties and exercise his powers in a manner which shall be consistent with such appointment. 3.4 Notwithstanding the provisions of clause 3.1, the Company may at any time following the giving of notice by either party to terminate this Agreement and for such period as it may specify not exceeding the length of notice given cease to provide work for the Executive, in which event during such period the other provisions of this Agreement including those relating to the Executive’s remuneration shall continue to have full force and effect but the Executive shall not, without the prior written consent of the CEO, attend his place of work or any other premises of the Company or any Group Company (such period being “Garden Leave”). The Company may in addition to the above: 3.4.1 (without limitation to Schedule 2) require him not to contact or deal with any clients, suppliers, agents, professional advisers, brokers, bankers, employees or contractors of any Group Company; and/or 3.4.2 require the Executive to resign from any or all offices, including directorships, of any Group Company; and/or 3.4.3 revoke or suspend any powers of attorney and authorised signatories the Executive may hold for any Group Company; and/or 3.4.4 appoint a further executive director or employee to perform the Executive’s duties and to exercise his powers or to delegate the Executive’s duties to any other director or employee who may exercise those powers; and/or 3.4.5 require the Executive to take any outstanding holiday time which is accrued up to the commencement of the notice periodnotice. 3.5 Notwithstanding the provisions of clause 3.1, the Company may at any time suspend the Executive during any period, for a period of up to fifteen business days, in which the Company is carrying out a disciplinary investigation into any alleged acts or defaults of the Executive. During any period of suspension the Executive shall continue to receive his salary and contractual benefits but the Executive shall not be entitled to access to any premises of the Company or any Group Company, without the prior written consent of the CEO (such period being “Suspension”). 3.6 Subject always to clause 5 and the Executive’s right to hold a non executive director position with the Company’s consent, during the Term the Executive shall not, without the prior written consent of the CEO, engage in any activities, public office or other occupation outside his employment which may detract from the proper and timely performance of his duties under this Agreement. The Executive shall not hold office in any company which is not a Group Company without the prior written approval of the CEO. 3.7 The Executive’s principal place of work shall be at Uxxxx 0 & 0 Xxxxxxxx Xxxxx, Xxxxxx Office Park, Oakham, Rutland, or such other place as may be reasonably required by the Company from time to time for the proper performance of his duties and he shall undertake any travel (nationally or internationally) as may be reasonably necessary for the proper performance of his duties.

Appears in 1 contract

Samples: Service Agreement (Bally's Corp)

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