Common use of Capacity and Performance Clause in Contracts

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, and subject to the terms and conditions set forth in this Agreement, the Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 3 contracts

Samples: Employment Agreement (Canada Goose Holdings Inc.), Employment Agreement (Canada Goose Holdings Inc.), Employment Agreement (Canada Goose Holdings Inc.)

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Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of its subsidiaries as their Senior Vice President and Chief Executive Officer. In addition, and without further compensation, Financial Officer reporting to the Executive shall serve as a director of one or more chief executive officer of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for (the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith“CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He shall have the duties and subject responsibilities assigned to his position by the Company from time to time and such other duties and responsibilities, reasonably consistent with his position, with respect to the terms business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and conditions set forth responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in this AgreementSan Jose, California as of the Effective Date (the “San Xxxx Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the San Xxxx Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person or engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during without the term prior approval of this Agreement, except as may be expressly approved in advance by the CEO. It also is agreed that if the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committeesCEO subsequently determines, and gives notice to the boards of Executive, that any for-profit entitiessuch membership or activity, in each case previously approved, is materially inconsistent with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on obligations under Section 6, Section 7 or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision Section 8 of this Agreement or (iv) violates any law. The Executive will be entitled gives rise to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term a material conflict of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreementinterest, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect cease such activity promptly following notice from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 2 contracts

Samples: Employment Agreement (GigOptix, Inc.), Employment Agreement (GigOptix, Inc.)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of its subsidiaries as their Senior Vice President and Chief Executive Officer. In addition, and without further compensation, Technology Officer reporting to the Executive shall serve as a director of one or more chief executive officer of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for (the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith“CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He shall have the duties and subject responsibilities assigned to his position by the Company from time to time and such other duties and responsibilities, reasonably consistent with his position, with respect to the terms business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and conditions set forth responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in this AgreementSan Jose, California as of the Effective Date (the “San Xxxx Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the San Xxxx Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person or engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during without the term prior approval of this Agreement, except as may be expressly approved in advance by the CEO. It also is agreed that if the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committeesCEO subsequently determines, and gives notice to the boards of Executive, that any for-profit entitiessuch membership or activity, in each case previously approved, is materially inconsistent with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on obligations under Section 6, Section 7 or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision Section 8 of this Agreement or (iv) violates any law. The Executive will be entitled gives rise to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term a material conflict of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreementinterest, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect cease such activity promptly following notice from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 2 contracts

Samples: Employment Agreement (GigOptix, Inc.), Employment Agreement (GigOptix, Inc.)

Capacity and Performance. (a) During the term hereof, the The Executive shall serve be employed by the Company on a full-time basis in the exempt position of CEO. The Executive shall report to the Board of Directors of the Company (the “Company Board”). The Executive shall perform such duties and responsibilities on behalf of the Company and all of its subsidiaries Affiliates as their President and Chief Executive Officermay be designated from time to time by the Company Board. In addition, and without further compensation, the Executive shall serve on the Company Board, the Board of Directors of Parent (the “Parent Board”), and as the CEO of Parent as and when elected to such position by the Parent Board. After the current Chairman of the Parent Board and Company Board steps down (but no later than June 30, 2022), Executive shall serve as the Chairman of the Parent Board and Company Board or shall have the right to identify a candidate to serve as the Chairman of the Parent Board and Company Board, subject, in each case, to the Executive’s nomination (or the nomination of the candidate identified by the Executive) as a director by the nominating and corporate governance committee of one or more of the Parent Board (if then applicable) and the Company Board, and election by the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive shareholders, pursuant to the terms set forth in Parent’s articles of association, the Shareholders Agreement by and among Canada Goose Holdings Inc. Israeli Companies Law, 5759-1999 and the shareholders named therein, even-dated herewithlisting rules of the Nasdaq Stock Market. (b) During the term hereof, and subject to the terms and conditions set forth in this Agreement, the The Executive shall devote his full business time and the Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his the Executive’s duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental governmental, academic, civic or academic position during charitable position, whether paid or unpaid, without the term of this Agreement, except as may be expressly approved in advance by the Board of Directors prior approval of the Company (Board, to be granted or withheld in the Company Board”) in writing. (c) The ’s reasonable determination. Notwithstanding the foregoing, with advance notice to the Company Board, Executive may continue hold positions on up to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the three (3) boards of directors at any for-profit entitiestime, in each case subject to Board approval and so long as the Board determines that (i) this commitment does not interfere with the prior written approval performance of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to for the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman companies or institutions for which the Executive serves as a director are not competitive with, and do not conflict with the business or scientific pursuits of the Company. Pursuant to the foregoing sentence, the Company grants its approval of the Executive’s serving on the boards of Axosim, Inc., Ancilia Biosciences, and The JMB Companies.

Appears in 2 contracts

Samples: Executive Employment Agreement (Chemomab Therapeutics Ltd.), Executive Employment Agreement (Chemomab Therapeutics Ltd.)

Capacity and Performance. During the Engagement: (a) During the term hereof, the Executive Consultant shall serve provide such consulting services to the Company and all of its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director of one or more Subsidiary in support of the Company’s Affiliates if so elected or appointed 's and the Subsidiary's prosecution of the lawsuit styled Keurig Incorporated x. Xxxxx Foods Global, Inc., (Docket No. 07-CV-0017) pending in the United States District Court for the District of Delaware and related matters and any appeals therefrom (the "Kraft Litigation") as reasonably requested by the Company and the Subsidiary from time to time. The Company shall purchase and continue to maintain directors and officers insurance for , including without limitation the benefit provision of truthful testimony as a witness in any proceedings associated with such litigation (the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith.“Services”); (b) During the term hereofConsultant shall devote as much time as is reasonably necessary to properly perform the Services; provided, however, that the Consultant shall not perform Services for the Company or the Subsidiary to any extent which would result in the Consultant's termination of employment as of the Separation Date not being treated as a separation from service for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and provided further that (i) the Consultant shall determine, in his reasonable discretion, the time and place for the performance of the Services and (ii) the Consultant's provision of the Services shall be subject to the terms and conditions set forth in this Agreement, the Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement provisions of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”Section 3(e) in writing.below; (c) The Executive may continue to sit on the Consultant shall be an independent contractor and shall not be an employee or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any agent of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board.; (d) The Executive is permitted the Consultant shall have no right, power or authority in any way to carry out paid speaking engagementsbind the Company, lectures and similar activitiesthe Subsidiary or any of its Affiliates to the fulfillment of any condition, contract or obligation or to create any liability binding on the Company and/or the Subsidiary, and will be entitled shall not attempt to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in do any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company.these things; and (e) During the term hereofConsultant may choose to provide services for others, including by entering into full-time or part-time employment or consulting relationships with others, subject to the obligations of the Consultant set forth or referred to in the Separation Agreement, and the parties hereto expressly agree that the provision by the Consultant of the Services shall be subject to anything else contained the Consultant's obligations under any employment or consulting relationship, provided that the Consultant agrees to use his good faith efforts to perform the Services in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to timea timely manner. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 2 contracts

Samples: Consulting Agreement, Consulting Agreement (Green Mountain Coffee Roasters Inc)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and President, reporting to the Chief Executive Officer. Officer of the Company (the “CEO”). (b) In addition, and without further compensation, the Executive shall serve as a member of the board of directors (the “Board”) of Panther Expedited Services, Inc. (“Holdings”) and shall also serve as a director and/or officer of one or more of the Company’s other Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit Executive agrees that, upon written request of the Executive pursuant to Board, he promptly will resign his membership on the terms set forth in Board and any other director or officer positions which he holds with any Affiliates at the Shareholders Agreement by and among Canada Goose Holdings Inc. and time his employment with the shareholders named thereinCompany terminates, even-dated herewithregardless of the reason for such termination. (bc) During the term hereof, the Executive shall be employed by the Company on a full-time basis and subject shall perform the duties and responsibilities of his position, as well as such other duties and responsibilities on behalf of the Company and its Affiliates reasonably related to his position, as may be designated from time to time by the CEO or the Board or by its designee. The Executive’s duties shall include without limitation provision of initial direction and leadership to the terms Company across financial, strategic planning, regulatory, investor relations and conditions set forth other areas as directed by the CEO and the Board. His direct reports shall include the functional heads of Sales and Marketing and Finance as well as the Company’s Chief Operating Officer (who in this Agreementturn will have Operations, Corporate Services, Human Resources and Information Technology as direct reports). (d) During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except that the Executive (i) may continue to serve as a member of the board of directors of Pacer International, Inc. and (ii) may engage in such other business activities or serve in such industry, trade, professional, governmental or academic position as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees it also being agreed that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of if subsequently the Board reasonably determines that any activity described in clauses (except, for the avoidance of doubt, such approval is not required to sit on the Board i) or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if (ii) does detract from the Executive’s service on performance or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability give rise to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreementinterest, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to timecease such activity. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 2 contracts

Samples: Executive Employment Agreement, Executive Employment Agreement (Panther Expedited Services, Inc.)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of its subsidiaries as their the President and & Chief Executive Officer. In addition, Officer and without further compensation, the Executive shall serve as a director of one or more Chairman of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant Board, reporting to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewithBoard. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He shall have the duties and subject responsibilities assigned to his positions and offices by the Board from time to time and such other duties and responsibilities, reasonably consistent with those positions and offices, with respect to the terms business operations of the Company and conditions set forth its Immediate Affiliates (as defined below), as may be assigned by the Board from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in this AgreementSan Jose, California as of the Effective Date (the “San Xxxx Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the San Xxxx Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities hereunderto them. Subject to anything else contained in During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities to the Company and its Immediate Affiliates. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person or engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with without the prior written approval of the Board (except, for the avoidance of doubt, such approval Board. It also is not required to sit on agreed that if the Board subsequently determines, and gives notice to the Executive, that any such membership or the board of any of the Company’s Affiliates)activity, not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if previously approved, is materially inconsistent with the Executive’s service on obligations under Section 6, Section 7 or involvement Section 8 of this Agreement or gives rise to a material conflict of interest or otherwise materially interferes with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his Executive’s duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges Company and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same its Immediate Affiliates as those set forth in this Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement2, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect cease such activity promptly following notice from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 2 contracts

Samples: Employment Agreement (GigOptix, Inc.), Employment Agreement (GigOptix, Inc.)

Capacity and Performance. (a) During the term hereofTerm of this Agreement, the Executive shall be appointed and serve as the Company and all Executive Chairman of its subsidiaries as their President and Chief Executive Officerthe Company. In addition, and without further compensationDuring the Term of this Agreement, the Executive shall also serve on the Board, and as a director the Chairman of one or more of the Board, in each case, subject to his continuing reelection by the Company’s Affiliates if so elected or appointed from time to timeshareholders. The Company shall purchase and continue to maintain directors and officers insurance for At the benefit request of the Board, upon termination of his employment with the Company for any reason, the Executive pursuant to shall resign as a member of the terms set forth in Board and as Chairman of the Shareholders Agreement by Board and among Canada Goose Holdings Inc. from his office as Executive Chairman of the Company and any other positions, offices and directorships he may then have with the shareholders named therein, even-dated herewithCompany or any of its Immediate Affiliates. (b) During the term hereofTerm of this Agreement, the Executive shall diligently perform the duties and subject responsibilities of Executive Chairman of the Company and such other duties and responsibilities consistent with the position of Executive Chairman, as may be assigned to him from time to time by the terms and conditions set forth in Board or a designated committee thereof. (c) During the Term of this Agreement, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject The Executive may (i) engage in the passive management of his personal and family investments and in charitable and community activities, (ii) invest in companies other than the Company and its Immediate Affiliates as long as such companies do not have a product that is competitive with a product that the Company is actively marketing, and (iii) act in an investment advisory capacity for and/or serve on the governing boards of companies other than the Company and its Immediate Affiliates as long as such companies do not have a product that is competitive with a product that the Company is actively marketing and/or a product of the Company that is in clinical development; provided that (A) such investments, activities, and any memberships on board of directors or other governing boards other than those of the Company and its Immediate Affiliates authorized by the Board, do not, individually or in the aggregate, give rise to anything else contained a conflict of interest or otherwise materially interfere with his performance of his duties and responsibilities to the Company and its Affiliates under this Agreement or the time required for their performance or breach his obligations set forth in this the agreement between the Company and the Executive entitled “Employee Non-Disclosure, Non-Competition and Inventions Agreement” dated as of December 14, 2011 (the “Employee Agreement”) and (B) Executive shall not have an operational role with respect to any companies other than the Company and its Immediate Affiliates. The Executive shall not accept membership on any board of directors or other governing board of any Person or engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during without the term prior approval of this Agreement, except as may be expressly approved in advance by the Board of Directors two independent members of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining a Lead Independent Director and the chairman Chair of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable Corporate Governance and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval Nominating Committee of the Board (exceptthe “CGNC”), which approval will not be unreasonably withheld, delayed or conditioned. (d) During the Term of this Agreement (for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of including the Company’s Affiliatesannual shareholder meeting in 2023), not the Company agrees to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities propose to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature shareholders of the business carried out by Company at each appropriate annual meeting of such shareholders the applicable entity, (iii) breaches or is in conflict with any provision reelection of this Agreement or (iv) violates any law. The the Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term as a member of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 2 contracts

Samples: Employment Agreement (Vertex Pharmaceuticals Inc / Ma), Employment Agreement (Vertex Pharmaceuticals Inc / Ma)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all in the capacity of its subsidiaries an executive officer of the Company as their President and the Chief Executive Officer of the Company and report to Xxxxxxx Xxxxxxx or his successor in the office of Chief Officer of the International Business Division of Parent, or any successor office following a corporate reorganization of Parent (the “Parent Designated Officer”). In addition, and without further compensation, the Executive shall may serve as a director and/or officer of one or more of the Company’s Affiliates Subsidiaries (as defined in Section 14 below) if so elected or appointed from time to time. The During the term hereof, the Company shall purchase and continue to maintain directors and officers insurance executive offices for the benefit of Executive in San Francisco, California; provided, however, that the Executive pursuant understands and agrees that in accordance with, and in furtherance of his duties hereunder, he will be required to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewithtravel from time to time for business reasons. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and subject shall perform such duties and responsibilities on behalf of the Company, as are commensurate with his position as Chief Executive Officer and co-principal executive officer of the Company, as may be reasonably assigned to the terms Executive by the Parent Designated Officer from time to time, including, without limitation, developing the long-term strategy of the Company in consultation with the Parent Designated Officer and conditions set forth the Executive Chair of the Company; provided that it is hereby agreed and understood that (i) the senior executives of the Company responsible for marketing and product development shall report to both the Executive and the Executive Chair of the Company, (ii) certain other executives of the Company who are responsible for corporate functions (e.g., human resources, information technology and legal) within the Company shall report directly to the Executive, and such executive officers may also have reporting obligations to Parent and to other Affiliates of the Company in this Agreementthe United States (and employees of Affiliates of the Company may also report to such Company executives), in addition to those to the Executive and otherwise within the Company, and (iii) the Executive may not, without the advance approval of the Parent Designated Officer, increase the compensation of or terminate the employment of the Executive’s direct reports. The parties hereby acknowledge and agree that during the term hereof it is intended that the responsibilities, duties and authority of the principal executive officers of the Company shall be allocated between (but not necessarily shared by) the Chief Executive Officer and the Executive Chair, as contemplated above, and that Xxxxxx X. Xxxxxxxx shall serve the Company as its Executive Chair. (c) During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates (as defined in Section 15 below) and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board Parent Designated Officer in writing; provided that, the Executive shall, to the extent that such activity does not contravene the first sentence of Directors this Section 3(c), be entitled to join two additional corporate boards of an entity that is not a competitor of the Company (the “Board”) in writing. (c) The Executive may continue or Parent, subject to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior advance written approval of by the Board (exceptParent Designated Officer, for the avoidance of doubt, such which approval is may not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement (Bare Escentuals Inc)

Capacity and Performance. (a) During the term hereofTerm, the Executive shall serve Savvis in the Company and all position of its subsidiaries as their President and Chief Executive Officer. In addition, Savvis and without further compensation, the serve Parent as President of Enterprise Markets Group or in such other position to which Executive shall serve as a director of one or more of the Company’s Affiliates if so elected or may be appointed from time to time. The During the Term, the Executive will be employed by Company or Parent on a full-time basis and shall purchase perform the duties and continue to maintain directors responsibilities of his position and officers insurance for the benefit such other duties and responsibilities on behalf of the Company and its Affiliates, reasonably related to that position, as may be designated from time to time by Parent. For the avoidance of doubt, by entering into this Agreement, Executive agrees that the consummation of the transaction described in the Merger Agreement shall not, by itself, constitute an event of Good Reason pursuant to clause (i) of the terms set forth definition of Good Reason in the Shareholders Employment, Confidentiality, Severance and Non-Competition Agreement by and among Canada Goose Holdings Inc. between the Company and Executive, effective as of August 31, 2010 and, as a result, the shareholders named therein, even-dated herewithExecutive waives any right that he may have to terminate his employment with Good Reason due to any such event solely on account of the consummation of the transaction described in the Merger Agreement. (b) During the term hereof, and subject to the terms and conditions set forth in this AgreementTerm, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Parent, Company and its their respective Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this AgreementExcept for corporate or non-profit board positions that Executive currently holds, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may otherwise be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for himParent or his designee in writing, and (ii) retain the title of Honorary Chairman of the Companysuch approval shall not be unreasonably withheld.

Appears in 1 contract

Samples: Employment, Confidentiality, Severance and Non Competition Agreement (Centurylink, Inc)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a member of the Board of Directors of the Company and the Board of Directors of TCO Group Holdings, Inc. (collectively, the “Board”), and as a director and/or officer of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and subject shall have the duties, responsibilities and authorities consistent with the Executive’s title as President and Chief Executive Officer, including, without limitation, the authority to manage the day to day operations of the Company and its Affiliates and the right to approve the hiring and discharge of any senior executive of the Company or any of the Executive’s direct reports, in each case following consultation with the Chairman of the Board. At all times during the term hereof, the Executive shall report to the terms Board and conditions set forth in this Agreementshall perform such duties as requested by the Board (including any committees thereof), provided such duties are consistent with the Executive’s role and title as President and Chief Executive Officer. (c) During the term hereof, the Executive shall devote his substantially all of her full business time and her best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his her duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board in writing, which approval shall not be unreasonably withheld; provided, however, that the Executive may without advance consent participate in charitable activities and passive personal investment activities including, without limitation, Executive’s current service on the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profitColorado Latino Leadership, industryAdvocacy and Research Organization, trade, professional, charitable and other philanthropic boards or committees provided that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will activities do not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (individually or similar committees), in the aggregate, unless otherwise expressly permitted by interfere with the Boardperformance of the Executive’s duties under this Agreement, are not in conflict with the business interests of the Company or any of its Affiliates and do not violate Sections 7, 8 or 9 of this Agreement. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company of the Company’s written policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (InnovAge Holding Corp.)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive OfficerOfficer and as a member of the Board of Directors of Concentra Group Holdings, LLC (the “Board”); provided, however, that if the Executive’s employment with the Company terminates for any reason, then concurrently with such termination, the Executive will resign from the Board unless otherwise agreed in writing by the Board and the Executive. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and subject shall perform the duties and responsibilities of his position and such other duties and responsibilities on behalf of the Company and its Affiliates as reasonably may be designated from time to time by the terms and conditions set forth Board or by its designees. The Executive’s principal work location shall be in this AgreementAddison, Texas. (c) During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The ; provided, however, that the Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, without advance consent (i) participate in civic and charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit Aactivities, including remaining the chairman of the board of Polar Bears International. The Executive may sit serving on or be involved with any additional not-for-profit, industry, trade, professional, civic and charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entitymanage personal investments, (iii) breaches or is in conflict with any provision serve on up to one additional board of this Agreement or a for-profit entity, and (iv) violates any law. The Executive will be entitled to all fees earned by him engage in connection with sitting the activities set forth on any Exhibit A hereto; provided, however, that such board or committee. The Executive acknowledges and agrees that he will activities described in the preceding (i) through (iv) do not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (individually or similar committees), in the aggregate, unless otherwise expressly permitted by interfere with the Boardperformance of the Executive’s duties under this Agreement, are not in conflict with the business interests of the Company or any of its Affiliates and do not violate Sections 7, 8 or 9 of this Agreement. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Concentra Group Holdings Parent, Inc.)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief as a member of the Board of Directors of the Company (the “Board”); provided, however, that if the Executive’s employment with the Company terminates for any reason, then concurrently with such termination, the Executive Officerwill resign from the Board unless otherwise agreed in writing by the Board and the Executive. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and subject shall perform the duties and responsibilities of his position and such other duties and responsibilities on behalf of the Company and its Affiliates as reasonably may be designated from time to time by the Board, a committee thereof, or by its designees. The Executive’s reporting responsibilities shall be identical to those responsibilities he held prior to his appointment to the terms position of President, provided that he will additionally have the direct reporting responsibility for the Company’s Science & Technology function and conditions set forth in this Agreementfor AGY Shanghai. (c) During the term hereof, the Executive shall devote his full business time (except for permitted vacation periods and reasonable periods of illness or other incapacity) and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The foregoing restrictions shall not limit or prohibit the Executive is permitted to carry out paid speaking engagementsfrom engaging in passive investment, lectures inactive business ventures, and similar community, charitable, and social activities, and will be entitled to all fees earned by him in connection with sameeach case, provided that he will so long as such activities do not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent interfere with the Executive’s past practice performance and do not impede on his ability to carry out his duties and responsibilities to the Companyobligations hereunder. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (AGY Holding Corp.)

Capacity and Performance. (a) During the term hereofTerm, the Executive shall continue to serve the Company Employer as its Senior Vice-President, Merchandise with such customary responsibilities, duties and all authority as may from time to time be assigned to him by the Chief Executive Officer of its subsidiaries as their President and the Employer (the “Chief Executive Officer”) and the Board of Directors of the Employer (the “Board”). In addition, addition and without further compensation, the Executive shall continue to serve as a director and/or officer of one or more of the CompanyEmployer’s Affiliates operating subsidiaries if so elected or appointed from time to time. The Company , provided that the Employer shall purchase provide to the Executive at all times, and continue to maintain directors and officers insurance for the benefit pay all of the Executive pursuant costs of, directors’ and officers’ liability insurance coverage with respect to the terms set forth in the Shareholders Agreement such service as required by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewithSection 5 hereof. (b) During the term hereof, and subject to the terms and conditions set forth in this AgreementTerm, the Executive shall continue to be employed by the Employer on a full-time basis and shall perform such duties and responsibilities on behalf of the Employer and its Affiliates as may be designated from time to time by the Chief Executive Officer and the Board. The duties to be performed by the Executive hereunder shall continue to be performed primarily at the principal office of the Employer in the City of Montreal, Quebec, subject to reasonable travel requirements. (c) During the Term, the Executive shall continue to devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business Business and interests of the Company Employer and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this AgreementTerm, except as may be expressly approved in advance by the Board Chief Executive Officer and the Board. The foregoing provisions of Directors this Section 4(c) shall not, however, preclude the Executive from devoting a reasonable amount of the Company (the “Board”) time to engaging in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professionalcivic, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto religious activities, devoting a reasonable amount of time to private investment activities, and/or serving as Exhibit Aa director, including remaining the chairman officer or trustee of the board of Polar Bears International. The Executive may sit on family-owned companies, trusts or be involved with any additional not-for-profitfoundations, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, provided in each case that such involvement is in compliance with the prior written approval provisions of the Board (except, for the avoidance of doubt, such approval is Section 9(a) hereof and does not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a otherwise conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the CompanyEmployer. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Executive Employment Agreement (Dollarama Group Holdings L.P.)

Capacity and Performance. (a) During the term hereofhis employment hereunder, the Executive shall serve the Company as its Executive Vice President and all of its subsidiaries as their General Counsel (“EVP and GC”) reporting to the President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director of one or more Officer of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for (the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith“CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He shall have the duties and subject responsibilities of EVP and GC with respect to the terms legal matters of the Company and conditions set forth its Immediate Affiliates, and as may be assigned by the CEO or the Board of Directors of the Company (the “Board”) or a committee thereof from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite shall be in this Agreementthe greater Boston, MA area. Such business travel, as necessary, may be purchased as first class tickets when such flights exceed three and one half hours of flight time. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during During the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to sit a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the a board of Polar Bears International. The Executive may sit on directors or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards other governing board of any for-profit entities, Person (as defined in each case with Section 13 hereof) without the prior written approval of the Board (except, for the avoidance of doubt, such approval or its authorized representative. It also is not required to sit on agreed that if the Board or subsequently determines, and gives notice to the board of Executive, that any of the Company’s Affiliates)such membership, not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if previously approved, is materially inconsistent with the Executive’s service on obligations under Section 7, Section 8 or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision Section 9 of this Agreement or (iv) violates any law. The Executive will be entitled gives rise to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term a material conflict of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreementinterest, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect cease such activity promptly following notice from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Easton-Bell Sports, Inc.)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive OfficerOfficer (“CEO”). In addition, and without further compensation, the Executive shall agrees to serve as a director of the Company and, subject to Executive’s Separation Agreement dated January 21, 2008 with Wal-Mart Stores, Inc., as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 13 hereof), in each case if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, and subject the Executive shall report to the terms Board of Directors of the Company or its designees, currently Xxxxxxx Xxxxx and conditions set forth in this AgreementXxxxxxx Xxxx. (c) During the term hereof, the Executive shall be employed by the Company on a full-time basis and shall perform the duties and responsibilities of his position, including, without limitation, general oversight and direction of the operations of the Company and such other duties and responsibilities on behalf of the Company consistent with the responsibilities of a Chief Executive Officer, as well as the duties and responsibilities reasonably related to other positions on behalf of the Immediate Affiliates, as may be designated from time to time by the Board or by its Chair or other designee. (d) During the term hereof, the Executive shall devote substantially all of his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and and, if so elected or appointed, its Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. Subject The Company hereby agrees that the Executive may continue to anything else contained serve as a director of Xxxxxxx Electric Co. and may participate in this Agreementappropriate trade associations. In addition, he may engage in appropriate civic, charitable, religious or personal activities that do not conflict or interfere with the proper performance of his duties hereunder. However, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Michaels Stores Inc)

Capacity and Performance. (a) a. During the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director of one or more of the Company’s Affiliates if so elected or appointed from time reporting to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, and subject to the terms and conditions set forth in this Agreement, the Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing). (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during b. During the term of this Agreement, sit on more than four the Company shall take all steps within its authority to ensure that the Executive is elected and remains a member of the Board and, until the occurrence of an IPO (4) for-profit and not-for-profit boards (or similar committeesas defined in Section 12 below), the Chairman of the Board. The Company shall consult with the Executive and permit the Executive to actively participate in the aggregaterecruitment and selection of all Board members. The Company also shall consult with the Executive with respect to the size of the Board and the number of Board members who are independent. c. During the term hereof, unless otherwise expressly permitted the Executive shall be employed by the Company on a full-time basis and shall have such duties, authority and responsibilities as are commensurate with his position and such other duties, consistent with his position, as may be designated from time to time by the Board. (d) The d. During the term hereof, the Executive is permitted shall devote his full business time and his best efforts to carry out paid speaking engagementsthe discharge of his duties and responsibilities hereunder; provided, lectures however, that, subject to Section 8 hereof, the foregoing shall not be construed to prevent the Executive from attending to personal investments and similar activities, community and will be entitled to all fees earned by him in connection with samecharitable service, provided that he will such activities do not engage in such paid activities more than five (5) times in any calendar year during unreasonably interfere with the term performance of this Agreement without Executive’s duties to the prior written Company. In addition, the Executive may serve on boards of directors and similar governing bodies, and committees thereof, subject to the approval of the Board, which approval shall not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this AgreementSection 8 hereof. Notwithstanding the foregoing, the Executive shall comply with all Company policies, practices may continue to serve on those boards and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as committees on which the Executive is was serving at the President and/or Chief Executive Officer time of the CompanyClosing, Xxxxx Xxxxx will (iwhich boards and committees are listed on Schedule 1(A) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Companythis Agreement.

Appears in 1 contract

Samples: Executive Employment Agreement (LPL Investment Holdings Inc.)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company in the capacity of an executive officer of the Company as the Executive Chair of the Company and all report to Xxxxxxx Xxxxxxx or his successor in the office of its subsidiaries as their President and Chief Executive Officer of the International Business Division of Parent, or any successor office following a corporate reorganization of Parent (the “Parent Designated Officer”). In addition, and without further compensation, the Executive shall serve as a member of the Board of Directors of the Company and as a director and/or officer of one or more of the Company’s Affiliates Subsidiaries (as defined in Section 15 below) if so elected or appointed from time to time. The During the term hereof, the Company shall purchase and continue to maintain directors and officers insurance executive offices for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named thereinSan Francisco, even-dated herewithCalifornia. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and subject shall perform such duties and responsibilities on behalf of the Company as are commensurate with her position as Executive Chair and co-principal executive officer of the Company, as may be reasonably assigned to the terms Executive by the Parent Designated Officer from time to time, including, without limitation, (i) developing the long-term strategy of the Company in cooperation and conditions set forth consultation with the Chief Executive Officer of the Company and the Parent Designated Officer, (ii) shaping the creative vision, marketing direction and product development for the Company, (iii) building and maintaining external relationships and brand awareness with clients, customers and distributors; and (iv) serving as the spokesperson and face of the Company to the public, media and the industry; provided that it is hereby agreed and understood that (x) the senior executives of the Company responsible for marketing and product development shall report to both the Executive and the Chief Executive Officer of the Company and (y) certain other executives of the Company, who are responsible for corporate functions (e.g., human resources, information technology and legal) may have reporting obligations to Parent and to other Affiliates of the Company in this Agreementthe United States (and employees of Affiliates of the Company may also report to such Company executives), in addition to those to the Executive and otherwise within the Company. The parties hereby acknowledge and agree that during the term hereof it is intended that the responsibilities, duties and authority of the principal executive officers of the Company shall be allocated between (but not necessarily shared by) the Executive Chair and Chief Executive Officer, as contemplated above, and that Xxxxx X. XxXxxxxxx shall serve the Company as its Chief Executive Officer; provided, however, in the event that Xx. XxXxxxxxx ceases to serve as the Chief Executive Officer for any reason during the term hereof, the Executive shall be consulted by the Parent Designated Officer in connection with the selection of any successor to Xx. XxXxxxxxx in the office of Chief Executive Officer of the Company. (c) During the term hereof, the Executive shall devote his her full business time and her best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates (as defined in Section 15 below) and to the discharge of his her duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) Parent Designated Officer in writing. ; provided that, the Executive shall, to the extent that such activity does not contravene the first sentence of this Section 3(c), be entitled to (ci) The Executive may continue to sit her membership and current level of involvement on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The governors of Cosmetic Executive may sit on or be involved with any additional not-for-profitWomen, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for himInc., and (ii) retain the title join two additional corporate boards of Honorary Chairman an entity that is not a competitor of the CompanyCompany or Parent, and devote a reasonable amount of time to activities as a member of such board of directors.

Appears in 1 contract

Samples: Employment Agreement (Bare Escentuals Inc)

Capacity and Performance. (a) During the term Term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive Officer. In addition, Officer and without further compensation, the Executive shall serve as a director of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewithPresident. (b) During the term Term hereof, the Executive shall serve the Company on a full-time basis and subject shall have the leadership of and be responsible to the terms Board of Directors for all operations of the Company and conditions shall have all powers and duties consistent with such position, in accordance with the Bylaws of the Company. It is understood that for the Term hereof, the Executive shall also have certain authorities and obligations designated by the Board of Directors and set forth in Exhibit A to this AgreementAgreement (the "Statement of Authority"). The Statement of Authority is incorporated herein by reference and shall remain in effect unless modified or terminated by mutual written agreement during the Term hereof. (c) During the Term hereof, the Executive shall devote his full business time (other than vacations) and his best efforts, business judgment, skill and knowledge exclusively (except as provided below) to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental position or academic position as a director of any other business or organization during the term Term of this Agreement, except as may be expressly approved in advance by a committee of the Board consisting of three outside directors. The Company encourages participation by the Board Executive in community and charitable activities, but said committee shall have the right to approve or disapprove the Executive's participation in such activities if, in the judgment of Directors said committee, such participation may conflict with the Company's interests or with the Executive's duties or responsibilities or the time required for the discharge of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable duties and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears Internationalresponsibilities. The Executive may sit on has previously delivered a letter containing a true and correct list of all directorships or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or other participation in committees, and consulting or other business activities which the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required Executive has or intends to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time maintain during the term Term, which have been approved by said committee of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted shall be appointed to carry out paid speaking engagements, lectures the Board of Directors by the present Board of Directors as soon as practicable. The Company agrees to propose and similar activities, and will be entitled recommend to all fees earned by him in connection with same, provided that he will not engage in the shareholders of the Company at each appropriate Annual Meeting of such paid activities more than five (5) times in any calendar year shareholders during the term Term hereof the election or re-election of this Agreement without the prior written approval Executive as a member of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is shall also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with lead the Executive’s past practice and do not impede effort on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer behalf of the Company, Xxxxx Xxxxx will (i) be entitled Company to retain an office at identify candidates to fill any vacancies on the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title Board of Honorary Chairman of the CompanyDirectors.

Appears in 1 contract

Samples: Employment Agreement (Wild Oats Markets Inc)

Capacity and Performance. (a) During the term hereofhis employment hereunder, the Executive shall serve the Company and all of as its subsidiaries as their President Executive Chairman and Chief Executive Officer. Officer (together, “CEO”), reporting to the Board of Directors of the Company (the “Board”) or a committee thereof. (b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to timetime during the term hereof. The Company shall purchase and continue to maintain directors and officers insurance for At the benefit request of the Board, upon termination of his employment with the Company for any reason, the Executive pursuant shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the terms set forth in position of CEO while continuing his employment with the Shareholders Agreement by and among Canada Goose Holdings Inc. and Company, he shall, at the shareholders named thereinrequest of the Board, even-dated herewithresign as a member thereof. (bc) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He shall have the duties and subject responsibilities of CEO and such other duties and responsibilities, reasonably consistent with that position, with respect to the terms business operations of the Company and conditions set forth its Immediate Affiliates, as may be assigned by the Board or a committee thereof from time to time. (d) The Executive shall perform the services required under this Agreement from the Executive’s office in this AgreementScottsdale, Arizona, and such other locations from which he is reasonably able to properly perform such services; provided that he shall travel to the Company’s offices as necessary or appropriate. (e) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during During the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit engage in management of his personal investments, service on one or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the more boards of any for-profit entitiesdirectors and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest, in each case violate Sections 7, 8 or 9 of this Agreement or otherwise materially interfere with the prior written approval his performance of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities hereunder. Notwithstanding anything to the Companycontrary herein, (ii) creates the Executive shall be permitted to continue to perform consulting services to entities unrelated to the Company in accordance with consulting arrangements in effect as of the Effective Date and disclosed to the Board and, upon notification to the Board, such other services that do not individually or in the aggregate give rise to a conflict of interest for the Executiveinterest, violate Sections 7, 8 or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision 9 of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection otherwise materially interfere with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term his performance of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Companyhereunder. (ef) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Easton-Bell Sports, Inc.)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive Officer, subject to his appointment by the Board of Directors of the Company (the “Board”) as a condition precedent to the effectiveness of this Agreement. In addition, during the term hereof and without further compensation, the Executive shall serve as a director of the Company and shall serve as a director and/or officer of one or more of the Company’s Affiliates subsidiaries (including the Principal Subsidiary), if so elected or appointed from time to time. The Company ; provided, however, that the Executive’s failure to be so elected or appointed shall purchase and continue to maintain directors and officers insurance for the benefit not constitute a breach of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewiththis Agreement. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis, and subject shall have and perform such usual and customary duties, responsibilities, and authority of a Chief Executive Officer and President on behalf of the Company and its Affiliates as may be designated from time to time by the terms and conditions set forth in this AgreementBoard or by its designees. (c) During the term hereof, the Executive shall devote his full business time (except for permitted vacation periods and reasonable periods of illness or other incapacity) and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The foregoing restrictions shall not limit or prohibit the Executive is permitted to carry out paid speaking engagementsfrom engaging in passive investment, lectures inactive business ventures, and similar community, charitable, and social activities, including without limitation serving as a member of boards of directors (or other similar bodies) of entities not engaged in competition with the Company or any of its Affiliates and will be entitled to all fees earned approved by him in connection with same, provided that he will the Board (which approval shall not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld), with reasonable grounds for withholding in each case, so long as such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent do not interfere with the Executive’s past practice performance and do not impede on his ability to carry out his duties and responsibilities to the Companyobligations hereunder. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (AGY Holding Corp.)

Capacity and Performance. (a) During the term hereofTerm, the Executive shall continue to serve the Company Employer as its CEO with such customary responsibilities, duties and all authority as may from time to time be assigned to him by the Board of its subsidiaries as their President and Chief Executive OfficerDirectors of the Employer (the “Board”). In addition, addition and without further compensation, the Executive shall continue to serve as a director and/or officer of one or more of the CompanyEmployer’s Affiliates operating subsidiaries if so elected or appointed from time to time. The Company , provided that the Employer shall purchase provide to the Executive at all times, and continue to maintain directors and officers insurance for the benefit pay all of the Executive pursuant costs of, directors’ and officers’ liability insurance coverage with respect to the terms set forth in the Shareholders Agreement such service as required by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewithSection 5 hereof. (b) During the term hereof, and subject to the terms and conditions set forth in this AgreementTerm, the Executive shall continue to be employed by the Employer on a full-time basis and shall perform such duties and responsibilities on behalf of the Employer and its Affiliates as may be designated from time to time by the Board. The duties to be performed by the Executive hereunder shall continue to be performed primarily at the principal office of the Employer in the City of Montreal, Quebec, subject to reasonable travel requirements. (c) During the Term, the Executive shall continue to devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business Business and interests of the Company Employer and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this AgreementTerm, except as may be expressly approved in advance by the Board Board. The foregoing provisions of Directors this Section 4(c) shall not, however, preclude the Executive from devoting a reasonable amount of the Company (the “Board”) time to engaging in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professionalcivic, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto religious activities, devoting a reasonable amount of time to private investment activities, and/or serving as Exhibit Aa director, including remaining the chairman officer or trustee of the board of Polar Bears International. The Executive may sit on family-owned companies, trusts or be involved with any additional not-for-profitfoundations, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, provided in each case that such involvement is in compliance with the prior written approval provisions of the Board (except, for the avoidance of doubt, such approval is Section 9(a) hereof and does not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a otherwise conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the CompanyEmployer. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Executive Employment Agreement (Dollarama Group Holdings L.P.)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive Officer, subject to his appointment by the Board of Directors of the Company (the “Board”) as a condition precedent to the effectiveness of this Agreement. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Affiliates subsidiaries (including the Principal Subsidiary) if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and subject shall perform such duties and responsibilities on behalf of the Company and its subsidiaries as may be designated from time to time by the Board or by its designees. During the term hereof and thereafter, the Company will indemnify the Executive to the terms and conditions set forth maximum extent permitted by the Delaware General Corporation Law in this Agreementrespect of any action, suit, proceeding or claim (other than any such action, suit, proceeding, claim or counterclaim initiated by or on behalf of the Executive) to which the Executive is or is threatened to be made a party by reason of the fact that the Executive is or was a director or officer of the Company or any of its subsidiaries. (c) During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates subsidiaries and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The . Notwithstanding the foregoing, the Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on participate in the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities activities which he has disclosed to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting Company on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the BoardExhibit A hereof. (d) The Executive is permitted Company agrees to carry out paid speaking engagements, lectures and similar activities, and will be entitled propose to all fees earned by him in connection with same, provided that he will not engage in the shareholders of the Company at each appropriate Annual Meeting of such paid activities more than five (5) times in any calendar year shareholders during the term hereof the election or reelection of this Agreement without the prior written approval Executive as a member of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available otherwise eligible for him, and (ii) retain the title of Honorary Chairman of the Companysuch election.

Appears in 1 contract

Samples: Employment Agreement (LifeCare Holdings, Inc.)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of its subsidiaries as their President and Chief Executive OfficerOfficer and the Executive shall also serve as the Chairman of the Board of Directors of the Company (the “Board”). In addition, and without further compensation, the Executive shall serve as a director of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, and subject to the terms and conditions set forth in this Agreement, the Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. A. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregatea maximum of two (2) of which can be for public companies, unless otherwise expressly permitted by the Board; it being understood that such limitation shall exclude advisory board engagements that are limited in scope and which do not include involvement in the underlying organization/business or governance responsibility. The Executive will be entitled to all fees, however characterized, earned by him in connection with sitting on any such board or committee, including without limitation, any advisory board engagements. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time, which the Executive is aware of or ought to be aware of. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Canada Goose Holdings Inc.)

Capacity and Performance. (a) During the term hereofof Executive’s employment hereunder, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive OfficerOfficer and shall report to the board of directors of Holdings (the “Board”). In addition, and without further compensation, the Executive shall serve as a director and/or officer of Holdings and/or one or more of the Company’s Affiliates Subsidiaries if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, and subject to the terms and conditions set forth in this Agreementof Executive’s employment hereunder, the Executive shall be employed by the Company on a full-time basis and shall perform such duties and responsibilities on behalf of the Company, Holdings and the Company’s Subsidiaries as may be designated from time to time by the Board. (c) During the term of Executive’s employment hereunder, Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company Company, Holdings and its Affiliates the Company’s Subsidiaries and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this AgreementTerm, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The . Notwithstanding the preceding, the Executive may continue to sit on or be involved with those not-for-profitmay, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman without being in violation of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretionobligations hereunder, (i) impedes serve on his ability to carry out his duties and responsibilities to corporate, civic or charitable boards, or committees which are not engaged in business competition with the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain invest the title of Honorary Chairman Executive’s personal assets in such form or manner as will not require any material services by the Executive in the operation of the Companyentities in which such investments are made, provided the Executive shall use the Executive’s best efforts to pursue such activities in such a manner so that such activities shall not prevent the Executive from fulfilling the Executive’s obligations to the Company hereunder.

Appears in 1 contract

Samples: Employment Agreement (AGA Medical Holdings, Inc.)

Capacity and Performance. (a) During the term Term hereof, the Executive shall serve be employed by the Company on a full-time basis and shall perform such duties and responsibilities on behalf of the Company and all of its subsidiaries Affiliates as their President and Chief Executive Officermay be designated from time to time consistent with his/her position. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s 's Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term Term hereof, and subject to the terms and conditions set forth in this Agreement, the Executive shall devote his full business time and his/her best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his his/her duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term Term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the "Board") in writingor its designee. (c) The Company and the Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees acknowledge that are set forth on the schedule attached hereto Executive's primary office as Exhibit A, including remaining the chairman of the board Effective Date of Polar Bears Internationalthis Agreement is in California. The Executive expressly agrees and acknowledges that the Company's principal offices are in New York, NY and Lexington, MA and may sit change from time to time. The Executive further agrees, as a condition of future employment, that the Company may, in the Company's sole discretion, require, that the Executive relocate to a principal office of the Company on sixty (60) days notice (the "Relocation Notice Period"). Upon receipt of any such relocation notice from the Company, the Executive shall have thirty (30) business days from receipt thereof to notify the Company if Executive will not accept such relocation assignment (a "Non-Acceptance Notice"), in which case the Executive's employment with the Company shall terminate effective sixty (60) days after Company's receipt of the Non-Acceptance Notice, or at Company's election, at the end of the Relocation Notice Period, unless otherwise agreed by the Company and the Executive. Any such termination shall be involved treated in accordance with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committeesthe provisions of Section 5(f)(ii), and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is doubt shall not required to sit on the Board or the board of any of the Company’s Affiliatesbe deemed a termination under Sections 5(c), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion(d), (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executivee), or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committeesf)(i), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Antigenics Inc /De/)

Capacity and Performance. (a) During the term hereofof Executive’s employment hereunder, the Executive shall serve the Company as its Chief Operating Officer and all of its subsidiaries as their President and shall report to the Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director and/or officer of Holdings and/or one or more of the Company’s Affiliates Subsidiaries if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, and subject to the terms and conditions set forth in this Agreementof Executive’s employment hereunder, the Executive shall be employed by the Company on a full-time basis and shall perform such duties and responsibilities on behalf of the Company, Holdings and the Company’s Subsidiaries as may be designated from time to time by the Chief Executive Officer of Holdings. (c) During the term of Executive’s employment hereunder, Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company Company, Holdings and its Affiliates the Company’s Subsidiaries and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this AgreementTerm, except as may be expressly approved in advance by the Board of Directors of the Company Holdings (the “Board”) in writing. (c) The . Notwithstanding the preceding, the Executive may continue to sit on or be involved with those not-for-profitmay, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman without being in violation of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretionobligations hereunder, (i) impedes serve on his ability to carry out his duties and responsibilities to corporate, civic or charitable boards, or committees which are not engaged in business competition with the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain invest the title of Honorary Chairman Executive’s personal assets in such form or manner as will not require any material services by the Executive in the operation of the Companyentities in which such investments are made, provided the Executive shall use the Executive’s best efforts to pursue such activities in such a manner so that such activities shall not prevent the Executive from fulfilling the Executive’s obligations to the Company hereunder.

Appears in 1 contract

Samples: Employment Agreement (AGA Medical Holdings, Inc.)

Capacity and Performance. (a) During Commencing on the term hereofEffective Date, the Executive shall serve the Company and all of as its subsidiaries as their President and President. The Executive shall report to the Parent’s Chief Executive Officer. In addition, Officer and without further compensation, the Executive shall serve perform such duties and responsibilities as a director of one or more of the Company’s Affiliates if so elected or appointed may be prescribed from time to time. The Company Executive shall purchase be appointed as a member of the Parent’s Board of Directors (the “Board”), and continue thereafter, during the term of this Agreement, the Parent shall cause the nominating and corporate governance committee of the Board (the “Nominating Committee”) to maintain directors and officers insurance nominate the Executive to serve as a member of the Board each year the Executive’s term of Board service is to be slated for reelection to the benefit Board. If the Parent’s stockholders vote in favor of the Nominating Committee’s nomination of the Executive pursuant to serve as a member of the Board, the Executive agrees to serve in such capacity. So long as the Executive continues to serve as a member of the Board, he shall be entitled to receive, in addition to the terms set forth in compensation payable to him as President under this Agreement, compensation and benefits on the Shareholders Agreement by and among Canada Goose Holdings Inc. and same basis as provided to all other executive members of the shareholders named thereinBoard. The Executive agrees to submit written notice of resignation of his directorship to the Board, even-dated herewitheffective as of the date on which Executive ceases to serve as President of the Company. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He shall have the duties, responsibilities and subject authority of President of the Company and such other duties, responsibilities and authority, reasonably consistent with that position, with respect to the terms and conditions set forth in this Agreementbusiness operations of the Company, as may be assigned by the Parent’s Chief Executive Officer from time to time. (c) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company Company. During the term of this Agreement, the Executive may engage in passive management of his personal investments and its Affiliates in such community and charitable activities as do not individually or in the aggregate give rise to the discharge a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, It is agreed that the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit accept membership on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the a board of Polar Bears International. The Executive may sit on directors or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the other governing board of any of Person (as defined in Section 10 hereof) so as long as such position does not conflict or interfere or deter the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out Executive from performing his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Executive Employment Agreement (SRAX, Inc.)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive Officer, subject to his appointment by the Board of Directors of the Company (the “Board”). In addition, and without further compensation, (i) the Board will nominate and, so long as Executive is employed hereunder, renominate as necessary and recommend the Executive’s election to serve or continue to serve as a member of the Board and the Executive shall so serve if elected or re-elected, and (ii) the Executive shall serve as a director and/or officer of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) As a condition of employment, the Executive must execute the Company’s Code of Conduct no later than the date he executes this Agreement. The Company’s Code of Conduct that the Executive is required to execute at this time is attached hereto as Exhibit A. (c) During the term hereof, the Executive shall be employed by the Company on a full-time basis and subject shall perform the duties and responsibilities of his position, together with such other duties and responsibilities on behalf of the Company and its Affiliates as may reasonably be designated from time to time by the terms and conditions set forth in this AgreementBoard or by its designees. (d) During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, professional or governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, participate in reasonable charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case academic endeavors (including as a board member) so long as they do not materially interfere with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Companyhereunder. (e) During Upon advance approval by the term hereofCompany’s Governance and Nominating Committee, and subject to anything else contained in this Agreementwhich approval shall not be unreasonably withheld, the Executive shall comply with all Company policiesmay serve as an outside director of other companies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s positionincluding public companies, so long as in effect from time to time. (f) So long the reasonable judgment of the Board such activities do not interfere with the performance of his duties as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Green Mountain Coffee Roasters Inc)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company’s Affiliates (including without limitation Albireo Ltd.) if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and subject shall perform the duties and responsibilities of his position and such other duties and responsibilities on behalf of the Company and its Affiliates as reasonably may be designated from time to time by the terms and conditions set forth Board of Directors of Albireo Ltd. (the “Board”). The Executive’s principal work location shall be in this AgreementBoston, MA. (c) During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The ; provided, however, that the Executive may continue to sit without advance consent (i) participate in charitable activities and passive personal investment activities (ii) serve on or one outside board (which may be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profita publicly traded company) during the first year of employment (and, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubtthereafter, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committeeadditional boards, as determined may be expressly approved in advance by the Board in its reasonable discretion, (iwriting) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The complete, by September 30, 2015, the Biosimilars consulting project that Executive will be entitled committed to all fees earned by him in connection with sitting on any prior to June 11, 2015, provided that such board or committee. The Executive acknowledges and agrees that he will activities do not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (individually or similar committees), in the aggregate, unless otherwise expressly permitted by interfere with the Boardperformance of the Executive’s duties under this Agreement, are not in conflict with the business interests of the Company or any of its Affiliates and do not violate Sections 7, 8 or 9 of this Agreement. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Albireo Pharma, Inc.)

Capacity and Performance. (a) a. During the term Term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensationPresident. b. During the Term hereof, the Executive shall serve as be employed by the Company on a director full-time basis and shall have the leadership of one or more and be responsible to the Board of Directors for all operations of the Company and shall have all powers and duties consistent with such position, in accordance with the Bylaws of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance , provided that it is understood that the Executive has been delegated certain authority for the benefit Term by the Board of Directors of the Executive pursuant to Company as provided in an instrument dated December 31, 1996, previously delivered, which delegation (the terms set forth "Delegation Agreement") is incorporated herein by reference and shall remain in effect unless modified or terminated by mutual written agreement during the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewithTerm hereof. (b) c. During the term hereof, and subject to the terms and conditions set forth in this AgreementTerm, the Executive shall devote his full business time (other than vacations) and his best efforts, business judgment, skill and knowledge exclusively (except as provided below) to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental position or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards a director of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board other business or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year organization during the term of this Agreement without requiring a level of activity greater than the prior written approval level devoted to such "outside" activities during the 12 month period April 1, 1998 through March 31, 1999, except as may be approved by the Compensation Committee. The Company encourages participation by the Executive in community and charitable activities, but said Committee shall have the right to approve or disapprove the Executive's participation in such activities if, but only if, in the judgment of said Committee, such participation may conflict with the Company's interests or with the Executive's duties or responsibilities or the time required for the discharge of those duties and responsibilities. The Executive has previously delivered a letter, supplemented by letter dated the date hereof, containing a true and correct list of all directorships or other participation in committees, consulting or other business activities which the Executive has or intends to maintain during the Term, which have been approved by said Committee. d. The Executive has previously been elected to the Board of Directors. The Company agrees to propose and recommend to the shareholders of the Company at each appropriate Annual Meeting of such shareholders during the Term hereof the election or re-election of the Executive as a member of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, e. On work days the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect perform his duties hereunder from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company's executive offices in Vermont, Xxxxx Xxxxx will (i) be entitled to retain an office except when at other locations on business travel for the Company’s headquarters, if Company or for other activities approved by the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the CompanyBoard.

Appears in 1 contract

Samples: Employment Agreement (Ben & Jerrys Homemade Inc)

Capacity and Performance. (a) During the term hereof, the Executive shall serve as the Chief Executive Officer of the Company and all Holdings, reporting to the Executive Chairman of its subsidiaries the Board of Directors of Holdings (the “Board”) so long as their President that position remains in effect, and Chief to the Board directly thereafter. During the term, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of Holdings is listed), Holdings agrees to propose to the shareholders of Holdings at each applicable annual meeting occurring during the term the re-election of the Executive Officeras a member of the Board and the Executive shall so serve, without additional compensation, if re-elected. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Affiliates Affiliates, if so elected or appointed from time to timetime as the Company or the Board deem appropriate. The In the event the Executive’s employment with the Company shall purchase terminates for any reason, the Executive’s membership on the Board and continue to maintain directors and officers insurance for the benefit Executive’s service as a director and/or officer of the Executive pursuant to the terms set forth in the Shareholders Agreement by Company and among Canada Goose Holdings Inc. any of its Affiliates shall also terminate, and the shareholders named thereinExecutive shall be deemed to resign from the Board and from all such director and officer positions immediately upon such termination of employment, even-dated herewith.in each case, unless otherwise agreed in writing by the Company and the Executive. 1 (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and subject to shall perform the terms duties consistent with his position for the Company, for Holdings and conditions set forth in this Agreementfor their respective Affiliates. (c) During the term hereof, the Executive shall devote substantially all of his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge performance of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement; provided, however, that the Executive shall not engage in any other business activity may devote reasonable amounts of time to serving (i) as a director or serve in a member of any industry, trade, professional, governmental governmental, religious, educational or academic position during the term of this Agreement, except charitable organization; or (ii) in such activities and positions as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities; so long as, in each case case, the services do not interfere with the prior written approval performance of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Boardservices hereunder. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Executive Employment Agreement (Dunkin' Brands Group, Inc.)

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Capacity and Performance. (a) During the term hereofof Executive’s employment hereunder, the Executive shall serve the Company as its Chief Financial Officer and all of its subsidiaries as their President and shall report to the Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director and/or officer of Holdings and/or one or more of the Company’s Affiliates Subsidiaries if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, and subject to the terms and conditions set forth in this Agreementof Executive’s employment hereunder, the Executive shall be employed by the Company on a full-time basis and shall perform such duties and responsibilities on behalf of the Company, Holdings and the Company’s Subsidiaries as may be designated from time to time by the Chief Executive Officer of Holdings. (c) During the term of Executive’s employment hereunder, Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company Company, Holdings and its Affiliates the Company’s Subsidiaries and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this AgreementTerm, except as may be expressly approved in advance by the Board of Directors of the Company Holdings (the “Board”) in writing. (c) The . Notwithstanding the preceding, the Executive may continue to sit on or be involved with those not-for-profitmay, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman without being in violation of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretionobligations hereunder, (i) impedes serve on his ability to carry out his duties and responsibilities to corporate, civic or charitable boards, or committees which are not engaged in business competition with the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain invest the title of Honorary Chairman Executive’s personal assets in such form or manner as will not require any material services by the Executive in the operation of the Companyentities in which such investments are made, provided the Executive shall use the Executive’s best efforts to pursue such activities in such a manner so that such activities shall not prevent the Executive from fulfilling the Executive’s obligations to the Company hereunder.

Appears in 1 contract

Samples: Employment Agreement (AGA Medical Holdings, Inc.)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive OfficerVice President, Regulatory. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s 's Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. (c) During the term hereof, the Executive shall perform the duties and responsibilities of her position and such other duties and responsibilities on behalf of the Company and its Affiliates, reasonably consistent with her position, as may be designated from time to time by the President, Chief Executive Officer or Chief Operating Officer (collectively, the "Senior Executive") or the Board of Directors (the "Board"). Without limiting the generality of the foregoing, the Executive, subject to the terms direction and conditions set forth in this Agreementcontrol of the Senior Executive and the Board, shall be responsible for managing all of the Company's U.S. and foreign regulatory matters relating to the Company's preclinical and clinical plans and operations. (d) During the term hereof, the Executive shall devote his her full business time and her best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his her duties and responsibilities hereunderfor them. Subject to anything else contained in It is agreed, however, that the provisions of this Agreement, the Executive Section 3(d) shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance violated (i) by the Board Executive's holding of Directors of the Company (the “Board”) directorships or other positions in writing. (c) The Executive may continue to sit on charitable, educational or be involved with those other not-for-profit, industry, trade, professional, charitable and profit organizations which do not involve continuous or substantial time commitments or (ii) by the Executive's holding of directorships or other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved positions with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case organizations with the prior written approval of the Board or (exceptiii) by passive personal investment activities, for the avoidance of doubtprovided that such positions and activities are not in conflict, such approval is and do not required to sit on the Board or the board of any of the Company’s Affiliates)otherwise interfere, not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if with the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his 's duties and responsibilities to the Company, (ii) creates a conflict of interest for Company and its Affiliates. Without limiting the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature generality of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreementimmediately preceding sentence, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled may continue to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Companyher ownership interest in Uprichard Consulting LLC.

Appears in 1 contract

Samples: Executive Employment Agreement (Point Therapeutics Inc)

Capacity and Performance. (a) During the term hereofof the Executive’s employment hereunder, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director of the Company and as a director and/or officer of one or more of the Company’s Affiliates Subsidiaries, if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereofof the Executive’s employment hereunder, the Executive shall be employed by the Company on a full-time basis and subject shall perform such duties and responsibilities on behalf of the Company and its Subsidiaries commensurate with his title and position as may be designated from time to time by the terms and conditions set forth in this AgreementBoard of Directors of the Company (the “Board”). (c) During the term of the Executive’s employment hereunder, the Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates Subsidiaries and to the discharge of his duties and responsibilities hereunder; provided, however, that Executive may manage personal investments and affairs for Executive and his family, and participate in industry, trade, professional, non-profit, community or philanthropic activities, serve on civic or charitable boards or committees, in each case to the extent that such activities do not materially interfere with the performance of Executive’s duties under this Agreement and are not in conflict with the business interests of the Company or its Subsidiaries or otherwise compete with the Company or its Subsidiaries and, subject to Executive’s providing advance notice to the Board and the Board’s written consent, which shall not be unreasonably withheld, may serve as a director of two (2) for-profit external boards of directors that do not compete with the Company or its Subsidiaries. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required agrees to sit on the Board or the board of any relocate his primary residence to a location within a reasonable distance of the Company’s Affiliates)offices in Raleigh, not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committeeNorth Carolina, as determined by promptly as possible after the Board Effective Date, but in its reasonable discretionno event, (i) impedes on his ability to carry out his duties and responsibilities to the Companylater than March 1, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board2013. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Xerium Technologies Inc)

Capacity and Performance. (a) During the term hereof, the Executive shall serve as the Company and all ____________ of its subsidiaries as their President and Chief Executive Officerthe Company. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company’s 's Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis, shall have all powers and duties consistent with his position and as one of the two most senior executive officers of the Company (including without limitation the power to conduct and direct the day-to-day operations of the Company, the power to hire and dismiss personnel, and those other powers customarily exercised by the senior-most executive officer of a publicly-held business), subject to the terms direction and conditions control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees, and shall perform such other duties and responsibilities on behalf of the Company and its Affiliates as may reasonably be designated from time to time by the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees consistent with the Executive's office as set forth in this Agreementabove. (c) During the term hereof, the Executive shall devote substantially all of his full business time and his best efforts, business judgment, skill and 2 knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board in writing or to the extent that any such activity or service does not materially and adversely affect the discharge of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Boardhereunder. (d) The Company shall not require the Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled relocate or reassign the Executive to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five any location beyond a fifty (550) times in any calendar year during the term of this Agreement without the prior written approval mile radius of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer location of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman 's headquarters as of the Companydate hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consent.

Appears in 1 contract

Samples: Employment Agreement (Provant Inc)

Capacity and Performance. (a) During the term hereofhis employment hereunder, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Operating Officer (together, “COO”), reporting to the Chief Executive Officer. Officer of the Company (“CEO”) or the Board of Directors of the Company (the “Board”) or a committee thereof. (b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of COO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to timetime during the term hereof. The Company shall purchase and continue to maintain directors and officers insurance for At the benefit request of the Board, upon termination of his employment with the Company for any reason, the Executive pursuant shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the terms set forth in position of COO while continuing his employment with the Shareholders Agreement by and among Canada Goose Holdings Inc. and Company, he shall, at the shareholders named thereinrequest of the Board, even-dated herewithresign as a member thereof. (bc) During the term hereof, the Executive shall be employed by the Company on a full-time basis. He shall have the duties and subject responsibilities of COO and such other duties and responsibilities, reasonably consistent with that position, with respect to the terms business operations of the Company and conditions set forth its Immediate Affiliates, as may be assigned by the CEO or the Board or a committee thereof from time to time. (d) The Executive shall perform the services required under this Agreement from the Executive’s office in this AgreementNew York, New York, and such other locations from which he is reasonably able to properly perform such services; provided that he shall travel to the Company’s offices as necessary or appropriate. (e) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during During the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit engage in management of his personal investments, service on one or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the more boards of any for-profit entitiesdirectors and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest, in each case violate Sections 7, 8 or 9 of this Agreement or otherwise materially interfere with the prior written approval his performance of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities hereunder. Notwithstanding anything to the Companycontrary herein, (ii) creates the Executive shall be permitted to continue to perform consulting services to entities unrelated to the Company in accordance with consulting arrangements in effect as of the Effective Date and disclosed to the Board and, upon notification to the Board, such other services that do not individually or in the aggregate give rise to a conflict of interest for the Executiveinterest, violate Sections 7, 8 or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision 9 of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection otherwise materially interfere with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term his performance of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Companyhereunder. (ef) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Easton-Bell Sports, Inc.)

Capacity and Performance. (a) During On February 1, 2012 and thereafter during the term hereofTerm of this Agreement, the Executive shall be appointed as and serve as the Company and all of its subsidiaries as their Company’s President and Chief Executive Officer. At the Board of Directors meeting occurring immediately after the Company’s 2012 Annual Meeting of its shareholders and thereafter during the Term of this Agreement, the Board of Directors shall elect the Executive as Chairman of the Board (“Chairman”). In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 9 hereof) if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for At the benefit request of the Board, upon termination of his employment with the Company for any reason, the Executive pursuant to shall resign as a member of the terms set forth in Board and as Chairman and his offices as President and Chief Executive Officer of the Shareholders Agreement by Company and among Canada Goose Holdings Inc. shall resign from any other positions, offices and directorships he may have with the shareholders named therein, even-dated herewithCompany or any of its Immediate Affiliates. (b) During the term hereofTerm of this Agreement, the Executive shall be employed by the Company on a full-time basis and subject shall perform the duties and responsibilities of his positions and offices and such other duties and responsibilities on behalf of the Company and its Affiliates, reasonably related to one or more of his positions and offices, as may be assigned to him from time to time by the terms and conditions set forth in Board or a designated committee thereof. (c) During the Term of this Agreement, the Executive shall devote his full business time time, except as otherwise provided in this Section 3(c), and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject The Executive may engage in the passive management of his personal and family investments and in charitable and community activities; provided that such activities, and any memberships on board of directors or other governing boards other than those of the Company and its Immediate Affiliates authorized by the Board, do not, individually or in the aggregate, give rise to anything else contained a conflict of interest or otherwise materially interfere with his performance of his duties and responsibilities to the Company and its Affiliates under this Agreement or the time required for their performance or breach his obligations set forth in the agreement between the Company and the Executive entitled “Employee Non-Disclosure, Non-Competition and Inventions Agreement” of even date with this Agreement (the “Employee Agreement”). The Executive has informed the Board of his membership on a number of boards of directors and of his current position with Clarus Ventures, LLC. The Executive shall resign from each of these memberships and positions no later than January 31, 2012, but may perform those services as a member of such boards and in his position for Clarus Ventures reasonably necessary to terminate those services. As such, the Executive’s continued service as a member of such boards and for Clarus Ventures through January 31, 2012 shall not be a violation of this Agreement, the . The Executive shall not accept membership on any board of directors or other governing board of any Person or engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with without the prior express written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval As a condition of the Board, not Company to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in entering into this Agreement, the Executive shall comply with all Company policies, practices execute and procedures and all codes of ethics or business conduct applicable deliver to the Executive’s position, as in effect from time to timeCompany the Employee Agreement. (fe) So long as The Company agrees to propose to the shareholders of the Company at each appropriate Annual Meeting of such shareholders during the Term of this Agreement the reelection of the Executive is the President and/or Chief Executive Officer as a member of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the CompanyBoard.

Appears in 1 contract

Samples: Employment Agreement (Vertex Pharmaceuticals Inc / Ma)

Capacity and Performance. (a) During the term hereof, the Executive shall serve as the Company and all of its subsidiaries as their President Senior Vice President, Treasurer and Chief Executive OfficerAccounting Officer of the Company. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company’s Affiliates 's subsidiaries if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis, shall have all powers and duties consistent with his position as the Senior Vice President, Treasurer and Chief Accounting Officer of the Company, subject to the terms direction and conditions control of the Company's Board of Directors (the "Board") and the Chief Financial Officer of the Company or its or his designees consistent with the Executive's office as set forth in this Agreementabove, and shall perform such other duties and responsibilities on behalf of the Company and its subsidiaries as may reasonably be designated from time to time by the Board and the Chief Financial Officer of the Company or its or his designees consistent with the Executive's office as set forth above. (c) During the term hereof, the Executive shall devote substantially all of his full business time and his best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except (i) as set forth on Schedule 1 hereto, or (ii) as may be expressly approved in advance by the Board in writing or to the extent that any such activity or service does not materially and adversely affect the discharge of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Boardhereunder. (d) The Company shall not require the Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled relocate or reassign the Executive to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five any location beyond a fifty (550) times in any calendar year during the term of this Agreement without the prior written approval mile radius of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer location of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman 's headquarters as of the Companydate hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consent.

Appears in 1 contract

Samples: Employment Agreement (Provant Inc)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their Executive Vice President and - Chief Executive Financial Officer. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s 's Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and subject shall perform the duties and responsibilities of the Executive's position and such other duties and responsibilities on behalf of the Company and its Affiliates, reasonably consistent with the Executive's position, as may reasonably be designated from time to time by the terms and conditions set forth in this AgreementChief Executive Officer of the Company, by the Board of Directors of the Company (the "Board") or by its designees. (c) During the term hereof, the Executive shall devote his Executive's full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his Executive's duties and responsibilities hereunderto them. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) Chief Executive Officer in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The foregoing restriction, however, shall not be interpreted to prohibit the Executive may sit on from involvement in any charitable or be involved with any additional not-for-profitcommunity activities or organizations (including, industrywithout limitation, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, participation in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is industry trade groups) that do not required give rise to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executiveand that, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges both individually and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Boarddo not materially interfere with Executive's ability to perform Executive's duties and responsibilities under this Agreement. (d) The Executive acknowledges and agrees that the Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and its Affiliates and to do no act which, directly or indirectly, would injure the business interests or reputation of the Company or any of its Affiliates. It is permitted to carry out paid speaking engagementsagreed that any direct or indirect interest in, lectures and similar connection with, or benefit from any outside activities, and will be entitled to all fees earned by him in connection with sameincluding without limitation commercial activities, provided that he will not engage in such paid activities more than five (5) times which interest might in any calendar year during way adversely affect the term Company or any of this Agreement without the prior written approval its Affiliates, involves a possible conflict of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretioninterest. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent In keeping with the Executive’s past practice and do not impede on his ability to carry out his 's fiduciary duties and responsibilities to the Company. (e) During Company and its Affiliates, the term hereofExecutive agrees not to knowingly become involved in a conflict of interest with the Company or any of its Affiliates, and subject or upon discovery thereof, allow such a conflict to anything else contained in this Agreementcontinue. Moreover, the Executive shall comply not engage in any activity that is reasonably likely to involve a possible conflict of interest without first obtaining written approval in accordance with all Company policies, practices the Company's conflict of interest policy and procedures and all codes of ethics or business conduct applicable to the Executive’s positionprocedures, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Us Can Corp)

Capacity and Performance. (a) During the term hereof, the Executive shall serve as the Company and all of its subsidiaries as their President and Chief Executive OfficerOfficer of the Company. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company’s Affiliates 's subsidiaries if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit Executive acknowledge that the Executive currently is a director of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewithCompany. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis, shall have all powers and duties consistent with his position as the Chief Executive Officer of the Company (including without limitation the power to conduct and direct the day-to-day operations of the Company, the power to hire and dismiss personnel, and those other powers customarily exercised by the Chief Executive Officer of a publicly-held business), subject to the terms direction and conditions set forth in this Agreementcontrol of the Company's Board of Directors (the "Board"), and shall perform such other duties and responsibilities on behalf of the Company and its subsidiaries as may reasonably be designated from time to time by the Board. (c) During the term hereof, the Executive shall devote substantially all of his full business time and his best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except (i) as set forth on Schedule 1 hereto, or (ii) as may be expressly approved in advance by the Board in writing or to the extent that any such activity or service does not materially and adversely affect the discharge of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Boardhereunder. (d) The Company shall not require the Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled relocate or reassign the Executive to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five any location beyond a fifty (550) times in any calendar year during the term of this Agreement without the prior written approval mile radius of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer location of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman 's headquarters as of the Companydate hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consent.

Appears in 1 contract

Samples: Employment Agreement (Provant Inc)

Capacity and Performance. (a) During the term hereof, the Executive shall serve as Chairman and Chief Executive Officer of the Company. During the term hereof, subject to the requirements of applicable law (including, without limitation, any rules or regulations of any exchange on which the common stock of the Company is listed, if applicable), the Company agrees to propose to the shareholders of the Company at each annual meeting occurring during the term hereof the election or re-election, as applicable, of the Executive as a member of the Board of Directors of the Company (the “Board”) and the Executive shall so serve if elected or re-elected; provided, however, that if the Executive’s employment with the Company terminates for any reason, Executive’s membership on the Board shall also terminate, unless otherwise agreed in writing by the Company and all of its subsidiaries as their President and Chief Executive Officerthe Executive. In addition, and without further compensation, the Executive shall serve as a director and/or 30007394_8 officer of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for If, the benefit Board, in its reasonable judgment, determines that the position of Chairman of the Board should not be held by the Chief Executive pursuant Officer of the Company, the Executive shall cease to be Chairman. In no event shall failure to reappoint the terms set forth in Executive as Chairman of the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewithBoard constitute “Good Reason” for purposes of this Agreement. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and shall perform the duties and responsibilities of her position and such other duties and responsibilities on behalf of the Company and its Affiliates, consistent with her position as Chief Executive Officer, as reasonably may be designated from time to time by the Board or by its designees. During the term hereof, the Executive’s services shall be performed primarily at the Company's office located in Tampa, Florida, subject to travel requirements in connection with the terms and conditions set forth in Executive’s duties under this Agreement. (c) During the term hereof, the Executive shall devote his her full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and efforts to the discharge of his her duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The ; provided, however, that the Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, without advance consent participate in charitable activities and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar personal investment activities, provided that such unpaid activities are consistent do not, individually or in the aggregate, interfere with the performance of Executive’s past practice duties under this Agreement and do are not impede on his ability to carry out his duties and responsibilities to in conflict with the Company. (e) During business interests of the term hereofCompany or its Affiliates or otherwise violative of Sections 7, and subject to anything else contained 8 or 9 of this Agreement. Notwithstanding the foregoing, the restrictions set forth in this Agreement, paragraph shall not apply to any position held by the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to timelisted on Exhibit A attached hereto. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Bloomin' Brands, Inc.)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all the ultimate parent company for the Albireo group of its subsidiaries companies (“Parent”) as their President and Chief Executive Medical Officer. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and shall perform the duties and responsibilities of his position and such other duties and responsibilities on behalf of the Company and its Affiliates as reasonably may be designated from time to time by the Chief Executive Officer of Parent (the “CEO”). The Executive’s principal work location shall be in Boston, MA, subject to such business travel as is customary for Executive’s position and, in particular, to regular travel to the terms and conditions set forth offices of the Company’s Affiliate in this AgreementSweden. (c) During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) CEO in writing. (c) The ; provided, however, that the Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, without advance consent (i) impedes on his ability to carry out his duties participate in charitable activities and responsibilities to the Company, passive personal investment activities and (ii) creates a conflict of interest for provide consulting services to the Executivelaw firm representing Amarin Pharma, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him Inc. in connection with sitting on patent litigation related to patents listed for Amarin’s Vascepa drug product, provided that any such board or committee. The Executive acknowledges and agrees that he will activities do not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (individually or similar committees), in the aggregate, unless otherwise expressly permitted by interfere with the Boardperformance of the Executive’s duties under this Agreement, are not in conflict with the business interests of the Company or any of its Affiliates and do not violate Sections 7, 8 or 9 of this Agreement. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Albireo Pharma, Inc.)

Capacity and Performance. (a) During Commencing on April 13, 2006, and continuing thereafter during the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive OfficerOfficer (“CEO”). In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Sports Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time. The Company Executive shall purchase and continue report to maintain directors and officers insurance for the benefit the Board of Directors of the Executive pursuant to Company (the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith“Board”) or a committee thereof. (b) The Company shall take all actions reasonably necessary to elect and re-elect the Executive to the Board during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions and offices he may have with the Company or any of its Affiliates. (c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. As CEO, he shall have the duties and subject responsibilities of that position and such other duties and responsibilities, reasonably consistent with that position, with respect to the terms business operations of the Company and conditions set forth its Sports Affiliates, as may be assigned by the Board or a committee thereof from time to time. (d) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the former offices of Easton Sports, Inc. (“ESI”) in this AgreementVan Nuys, California as of the Closing Date (the “ESI Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the ESI Location unless the Executive has expressly consented in writing thereto. (e) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Sports Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive may remain a member of the board of directors of Volcom, Inc. and a member of its audit committee during his employment with the Company, provided that such activities do not detract from his performance hereunder or result in a conflict of interest. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the express prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by it also being agreed that if the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided subsequently determines that such unpaid activities are consistent with any previously approved activity does detract from the Executive’s past practice and do not impede on his ability performance or give rise to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreementa conflict of interest, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect cease such activity promptly following notice from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Easton-Bell Sports, Inc.)

Capacity and Performance. (a) During the term hereofof Executive’s employment hereunder, the Executive shall serve the Company as its Senior Vice President, Accounting and all of its subsidiaries as their President and Chief Executive OfficerAdministration. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Affiliates Subsidiaries if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereofof Executive’s employment hereunder, the Executive shall be employed by the Company on a full-time basis and subject shall perform such duties and responsibilities on behalf of the Company and its Subsidiaries as may be designated from time to time by the terms and conditions set forth in this AgreementChief Executive Officer and/or by the Executive’s immediate supervisor. (c) During the term of Executive’s employment hereunder, the Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates Subsidiaries and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) Chief Executive Officer in writing. (c) The . Notwithstanding the preceding, the Executive may continue to sit on or be involved with those not-for-profitmay, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman without being in violation of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretionobligations hereunder, (i) impedes serve on his ability to carry out his duties and responsibilities to corporate, civic or charitable boards, or committees which are not engaged in business competition with the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain invest the title of Honorary Chairman Executive’s personal assets in such form or manner as will not require any material services by the Executive in the operation of the Companyentities in which such investments are made, provided the Executive shall use the Executive’s best efforts to pursue such activities in such a manner so that such activities shall not prevent the Executive from fulfilling the Executive’s obligations to the Company hereunder.

Appears in 1 contract

Samples: Employment Agreement (Usp Mission Hills, Inc.)

Capacity and Performance. (a) During the term hereofTerm, the Executive shall continue to serve the Company Employer as its Senior Vice-President, Import and all as President of its subsidiaries Aris Import Inc. (“Aris”), for so long as their President Aris is a subsidiary of the Employer, during the Term with such customary responsibilities, duties and authority as may from time to time be assigned to the Executive by the Chief Executive Officer of the Employer (the “Chief Executive Officer”) and the Boards of Directors of Dollarama GP Inc. and Aris (collectively and individually referred to as the “Board”). In addition, addition and without further compensation, the Executive shall continue to serve as a director and/or officer of one or more of the CompanyEmployer’s Affiliates operating subsidiaries, including Aris, if so elected or appointed from time to time. The Company , provided that the Employer shall purchase provide to the Executive at all times, and continue to maintain directors and officers insurance for the benefit pay all of the Executive pursuant costs of, directors’ and officers’ liability insurance coverage with respect to the terms set forth in the Shareholders Agreement such service as required by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewithSection 5 hereof. (b) During the term hereof, and subject to the terms and conditions set forth in this AgreementTerm, the Executive shall continue to be employed by the Employer on a full-time basis and shall perform such duties and responsibilities on behalf of the Employer and its Affiliates as may be designated from time to time by the Chief Executive Officer or the Board. The Executive shall continue to be based at the principal office of the Employer in the City of Montreal, Quebec, subject to all travel requirements as the Chief Executive Officer or the Board may require in connection with the Business. (c) During the Term, the Executive shall continue to devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business Business and interests of the Company Employer and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this AgreementTerm, except as may be expressly approved in advance by the Board Chief Executive Officer and the Board. The foregoing provisions of Directors this Section 4(c) shall not, however, preclude the Executive from devoting a reasonable amount of the Company (the “Board”) time to engaging in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professionalcivic, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto religious activities or devoting a reasonable amount of time to private investment activities and/or serving as Exhibit Aa director, including remaining the chairman officer or trustee of the board of Polar Bears International. The Executive may sit on family-owned companies, trusts or be involved with any additional not-for-profitfoundations, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, provided in each case that such involvement is in compliance with the prior written approval provisions of the Board (except, for the avoidance of doubt, such approval is Section 9(a) hereof and does not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a otherwise conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the CompanyEmployer. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Executive Employment Agreement (Dollarama Group Holdings L.P.)

Capacity and Performance. (a) During the term hereofTerm, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, (i) the Board of Directors of the Company (the “Board”) will, so long as the Executive is employed hereunder, nominate as necessary and recommend the Executive’s election to serve as a member of the Board and the Executive shall so serve if elected or reelected, and (ii) the Executive shall serve as a director and/or officer of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During As a condition of employment, the term hereof, Executive has executed the Company’s Code of Conduct and subject has agreed to the abide fully by its terms and conditions set forth in this Agreementthroughout the Term and to reaffirm his compliance annually with such Code of Conduct or similar policy. (c) During the Term, the Executive shall be employed by the Company on a full-time basis, and shall perform the duties and responsibilities of his position, together with such other duties and responsibilities on behalf of the Company and its Affiliates, as may reasonably be designated from time to time by the Board. (d) During the Term, the Executive shall devote his full business time and effortstime, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, professional or governmental or academic position during the term of this AgreementTerm, except as may be expressly approved in advance by the Board of Directors or the Governance and Nominating Committee of the Company (the “Board”) Board in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, participate in reasonable charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case academic endeavors (including as a board member) so long as they do not materially interfere with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Companyhereunder. (e) During Upon advance approval by the term hereofGovernance and Nominating Committee of the Board, and subject to anything else contained in this Agreementwhich approval shall not be unreasonably withheld, the Executive shall comply may serve as an outside director of other companies, including public companies, so long as in the reasonable judgment of the Governance and Nominating Committee such activities do not interfere with all Company policies, practices and procedures and all codes the performance of ethics or business conduct applicable to the Executive’s position, duties as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Green Mountain Coffee Roasters Inc)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Affiliates (as defined in Section 11 below) if so elected or appointed from time to time. The During the term hereof, the Company shall purchase and continue to maintain directors and officers insurance executive offices for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named thereinSan Francisco, even-dated herewithCalifornia. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and subject shall perform such duties and responsibilities on behalf of the Company and its Affiliates, including serving as Chief Executive Officer of the Parent, as may be designated from time to time by the terms and conditions set forth in this AgreementBoard of Directors of the Company (the “Board”) or by its designees. (c) During the term hereof, the Executive shall devote his her full business time and her best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his her duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The ; provided that Executive may continue shall be entitled to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties continue her membership and responsibilities to current level of involvement in the CompanyYoung Presidents Organization, (ii) creates join two additional corporate boards of an entity that is not a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature competitor of the business carried out by the applicable entity, Company and devote a reasonable amount of time to activities as a member of such board of directors and (iii) breaches or is continue her membership and current level of involvement in conflict an advisory capacity with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will notJH Partners, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the BoardLLC. (d) The Executive is permitted Company agrees to carry out paid speaking engagements, lectures and similar activities, and will be entitled propose to all fees earned by him in connection with same, provided that he will not engage in the shareholders of the Company at each appropriate Annual Meeting of such paid activities more than five (5) times in any calendar year shareholders during the term hereof the election or reelection of this Agreement without the prior written approval Executive as a member of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be provided that the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted otherwise eligible for such election; however, the failure of the shareholders to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, so elect or reelect the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as not constitute Good Reason for termination by the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Companyhereunder.

Appears in 1 contract

Samples: Employment Agreement (Bare Escentuals Inc)

Capacity and Performance. (a) During the term hereofTerm, the Executive shall continue to serve the Company Employer as its Chief Operating Officer with such customary responsibilities, duties and all authority as may from time to time be assigned to him by the Chief Executive Officer of its subsidiaries as their President and the Employer (the “Chief Executive Officer”) and the Board of Directors of the Employer (the “Board”). In addition, addition and without further compensation, the Executive shall continue to serve as a director and/or officer of one or more of the CompanyEmployer’s Affiliates operating subsidiaries if so elected or appointed from time to time. The Company , provided that the Employer shall purchase provide to the Executive at all times, and continue to maintain directors and officers insurance for the benefit pay all of the Executive pursuant costs of, directors’ and officers’ liability insurance coverage with respect to the terms set forth in the Shareholders Agreement such service as required by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewithSection 5 hereof. (b) During the term hereof, and subject to the terms and conditions set forth in this AgreementTerm, the Executive shall continue to be employed by the Employer on a full-time basis and shall be responsible for store operations, supply and logistics and human resources as well as perform such duties and responsibilities on behalf of the Employer and its Affiliates as may be designated from time to time by the Chief Executive Officer and the Board. The duties to be performed by the Executive hereunder shall continue to be performed primarily at the principal office of the Employer in the City of Montreal, Quebec, subject to reasonable travel requirements. (c) During the Term, the Executive shall continue to devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business Business and interests of the Company Employer and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this AgreementTerm, except as may be expressly approved in advance by the Board Chief Executive Officer and the Board. The foregoing provisions of Directors this Section 4(c) shall not, however, preclude the Executive from devoting a reasonable amount of the Company (the “Board”) time to engaging in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professionalcivic, charitable or religious activities, devoting a reasonable amount of time to private investment activities, and/or serving as a director, officer or trustee of family-owned companies, trusts or foundations, as well as acting as a director of a maximum of three (3) Boards of Directors, as identified in Appendix A and other philanthropic boards or committees that are set forth on amended, as the schedule attached hereto as Exhibit Acase may be, including remaining by the chairman of the board of Polar Bears International. The Executive may sit on or be involved in accordance with any additional not-for-profitthis Agreement, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, provided in each case that such involvement is in compliance with the prior written approval provisions of the Board (except, for the avoidance of doubt, such approval is Section 9(a) hereof and does not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a otherwise conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the CompanyEmployer. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Executive Employment Agreement (Dollarama Group Holdings L.P.)

Capacity and Performance. (a) During the term hereofTerm, other than during the Transition Period (as defined in Section 5(g) below), the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, other than during the Transition Period, (i) the Board of Directors (the “Board”) will, so long as Executive is employed hereunder, renominate as necessary and recommend the Executive’s election to continue to serve as a member of the Board and the Executive shall so serve if elected or reelected, and (ii) the Executive shall serve as a director and/or officer of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During As a condition of employment, the term hereof, Executive has executed the Company’s Code of Conduct and subject has agreed to the fully abide by its terms and conditions set forth in this Agreementthroughout the Term and to reaffirm his compliance annually with such Code of Conduct or similar policy. (c) During the Term, the Executive shall be employed by the Company on a full-time basis and shall perform the duties and responsibilities of his position, together with such other duties and responsibilities on behalf of the Company and its Affiliates as may reasonably be designated from time to time by the Board. (d) During the Term, the Executive shall devote his full business time and effortstime, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, professional or governmental or academic position during the term of this AgreementTerm, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, participate in reasonable charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case academic endeavors (including as a board member) so long as they do not materially interfere with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the his duties hereunder. The Executive’s service on or involvement with the applicable board or committee, as determined by the Board of Trustees of St. Michael’s College in its reasonable discretionEssex, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or Vermont is specifically approved in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During Upon advance approval by the term hereofCompany’s Governance and Nominating Committee, and subject to anything else contained in this Agreementwhich approval shall not be unreasonably withheld, the Executive shall comply with all Company policiesmay serve as an outside director of other companies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s positionincluding public companies, so long as in effect from time to time. (f) So long the reasonable judgment of the Board such activities do not interfere with the performance of his duties as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Green Mountain Coffee Roasters Inc)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive OfficerOfficer (“CEO”). In addition, and without further compensation, the Executive shall will be appointed as a member of the board of directors of the Company (the “Board”) and agrees to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 13 hereof) if so elected or appointed from time to time. The If the Executive’s employment with the Company shall purchase and continue to maintain directors and officers insurance terminates for the benefit of any reason, then concurrently with such termination, the Executive pursuant will be deemed to have resigned from the terms set forth Board and any director, officer, trustee, or other positions he may hold with the Company, the Company’s Affiliates, or any of their respective related committees, trusts, foundations, or other similar entities, in each case unless otherwise agreed in writing by the Shareholders Agreement by and among Canada Goose Holdings Inc. Company and the shareholders named therein, even-dated herewithExecutive. (b) During the term hereof, and subject the Executive shall report to the terms Board. (c) During the term hereof, the Executive shall be employed by the Company on a full-time basis and conditions set forth in this Agreementshall perform the duties and responsibilities of his position, including, without limitation, general oversight and direction of the operations of the Company and such other duties and responsibilities on behalf of the Company consistent with the responsibilities of a Chief Executive Officer, as well as the duties and responsibilities reasonably related to other positions on behalf of the Immediate Affiliates, as may be designated from time to time by the Board or by its Chair or other designee. (d) During the term hereof, the Executive shall devote substantially all of his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and and, if so elected or appointed, its Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained The Company hereby agrees that the Executive may participate in appropriate trade associations. In addition, he may engage in appropriate civic, charitable, religious or personal activities that do not conflict or interfere with the proper performance of his duties hereunder or violate Sections 7, 8, or 9 of this Agreement. However, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Michaels Stores Inc)

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company and all of as its subsidiaries as their President and Chief Executive Officer. In additionThe Executive shall comply with the lawful directives of the Board of Directors of the Company (the "Board") and shall perform such duties and responsibilities, commensurate with his position as Chief Executive Officer, on behalf of the Company and without further compensationits Affiliates as may from time to time be prescribed by the Board or its designee(s). During the term hereof, the Company shall use its best efforts to assure that the nomination of the Executive is included as part of the Company's slate of directors to be recommended for election by the stockholders at each appropriate annual meeting of the stockholders, provided that the Executive is otherwise eligible for such election; however, the failure of the stockholders to so elect the Executive shall serve as a director of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance not constitute Good Reason for the benefit of termination by the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewithhereunder. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and subject shall perform and discharge, faithfully, diligently and to the terms best of his ability, his duties and conditions set forth in this Agreementresponsibilities hereunder. (c) During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written which approval of the Board (except, for the avoidance of doubt, such approval is shall not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; provided, however, that the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability Executive shall not be prohibited from devoting time to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the non-business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar related activities, and will be entitled to all fees earned by him in connection with same, provided that he will so long as such activities do not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent prevent or interfere with the Executive’s past practice and do not impede on 's performance of his ability to carry out his duties and responsibilities to the Companyobligations hereunder. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

Appears in 1 contract

Samples: Employment Agreement (Btu International Inc)

Capacity and Performance. (a) During the term hereof, the Executive shall serve as the Company and all of its subsidiaries as their President and Chief Executive Officerthe Company. In addition, and without further compensation, the Executive shall serve as a director and/or officer of the Company and/or one or more of the Company’s 's Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis, shall have all powers and duties consistent with his position as the [senior-most] [second most senior] executive officer of the Company ([senior officer only: including without limitation the power to conduct and direct the day-to-day operations of the Company, the power to hire and dismiss personnel, and those other powers customarily exercised by the senior-most executive officer of a publicly-held business]), subject to the terms direction and conditions control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of Provant or its or his designees, and shall perform such other duties and responsibilities on behalf of the Company and its Affiliates as may reasonably be designated from time to time by the Board and the Chief Executive Officer of Provant or its or his designees consistent with the Executive's office as set forth in this Agreementabove. (c) During the term hereof, the Executive shall devote substantially all of his full business time and his best efforts, business judgment, skill and 2 knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board in writing or to the extent that any such activity or service does not materially and adversely affect the discharge of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Boardhereunder. (d) The Company shall not require the Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled relocate or reassign the Executive to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five any location beyond a twenty (520) times in any calendar year during the term of this Agreement without the prior written approval mile radius of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer location of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman 's headquarters as of the Companydate hereof, nor shall the Executive's duties hereunder be materially changed, without the Executive's prior written consent.

Appears in 1 contract

Samples: Employment Agreement (Provant Inc)

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