Capacity and Performance. (a) During the term hereof, the Executive shall serve as the President and Chief Executive Officer of the Company. In addition, and without further compensation, the Executive shall be appointed to serve as a member of the Board of Directors of the Company (the “Board”). So long as Executive remains the Chief Executive Officer of the Company the Company will recommend to its stockholders that Executive be elected to the Board of Directors at each meeting of stockholders or in connection with each action by written consent pursuant to which Executive may be elected. (i) During the first six months of the term hereof, the Executive shall be employed by the Company on a 60% of full time basis and the relative percentage of Executive’s time committed to the Company’s business shall be reviewed regularly by the Board (in any event, no less than semi-annually). At any following six months from the date hereof, the Board may request in writing that Executive commit 100% of his time and energy to the business of the Company and Executive shall have 60 days to comply with the Board’s request or shall tender his resignation as an officer of the Company. Executive acknowledges and agrees that depending upon the evolution of the business of the Company, a full-time Chief Executive Officer may be required to advance the Company’s interests and to the extent that Executive is unable or unwilling to provide a full-time commitment, it is the Company’s expectation that he will lead the effort to recruit and retain a qualified individual to be vetted by the Board and to serve in such a capacity. (ii) Executive shall have all powers and duties consistent with his position, subject to the direction and control of the Board and shall perform such other duties and responsibilities on behalf of the Company as may reasonably be designated from time to time by the Board. The Executive shall require the approval of the Board to pursue or enter into any transaction or group of related transactions that are not in the ordinary course of business and would be material to the Company. (c) During the term hereof, the Executive shall devote sufficient time and his best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and to the discharge of his duties and responsibilities hereunder. The Executive shall comply with all written policies of the Company in effect from time to time and shall observe and implement those resolutions and directives of the Board as made or issued from time to time. The Executive agrees that under no circumstances shall he undertake any other form of employment or consulting that would conflict with the interests of the Company. (d) Upon reasonable notice, the Executive shall be available to participate in all meetings of the Board. The Company will reimburse the Executive for all reasonable and customary travel and living expenses (e.g., hotel and meals), if any, incurred in connection with such meetings and the Executive shall provide the Company with reasonable documentation of such expenses.
Appears in 1 contract
Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the its Executive Vice President and Chief Executive Financial Officer of the Company(“CFO”). In addition, and without further compensation, the Executive shall be appointed to serve as Chief Operating Officer (“COO”) of Xxxx Sports (Asia) Ltd. for such period or periods during the term hereof as the Company shall determine. Further, and without further compensation, the Executive shall serve as a member director and/or officer of one or more of the Board of Directors of organizations within the Company Xxxxxxx Group (the “Board”)as defined in Section 14 hereof) if so elected or appointed from time to time. So long as The Executive remains shall report to the Chief Executive Officer of the Company (the Company will recommend to its stockholders that Executive be elected to the Board of Directors at each meeting of stockholders or in connection with each action by written consent pursuant to which Executive may be elected“CEO”).
(ib) During the first six months of the term hereof, the Executive shall be employed by the Company on a 60% of full full-time basis and shall have overall responsibility for the relative percentage of Executive’s time committed to the Company’s business shall be reviewed regularly by the Board (in any event, no less than semi-annually). At any following six months from the date hereof, the Board may request in writing that Executive commit 100% of his time and energy to the business financial operations of the Company and Executive shall have 60 days to comply for the consolidated financials for its direct and indirect subsidiaries (the “Subsidiaries”), with the Board’s request or shall tender his resignation direct reporting as an officer of the Company. Executive acknowledges and agrees that depending upon the evolution of the business of the Company, a full-time Chief Executive Officer may be required to advance the Company’s interests and to the extent that Executive is unable or unwilling to provide a full-time commitment, it is the Company’s expectation that he will lead the effort to recruit and retain a qualified individual to be vetted by the Board and to serve in such a capacity.
(ii) Executive shall have all powers and duties consistent with his position, subject to the direction and control of the Board and shall perform such other duties and responsibilities on behalf of the Company as may reasonably be designated assigned from time to time by the CEO or the Board of Directors of the Company (the “Board”), initially to include at least Finance, Legal, IT, Quality Control and, for such period as the Executive is COO thereof, Xxxx Sports (Asia) Ltd. The Executive shall perform the duties and responsibilities of such positions and such other duties, reasonably consistent with his positions, as may be assigned to him from time to time by the CEO or the Board. The Executive shall require the approval assignment of the Board Executive as COO of Xxxx Sports (Asia) Ltd. will be reviewed by the Company at the sooner of the first anniversary of the Start Date or the occurrence of a major change at the Company such as, by way of example, an acquisition. The Company may elect to pursue remove such assignment from the Executive at the time of such review or enter into any transaction thereafter and a removal of the Executive’s assignment as COO of Xxxx Sports (Asia) Ltd. or group other responsibilities secondary to his role as CFO of related transactions that are the Company shall not in the ordinary course of business and would be material to the Companyconstitute Good Reason, as hereafter defined.
(c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Employee’s primary worksite during the term hereof shall be located in the greater Dallas (Texas) metropolitan area.
(d) During the term hereof, the Executive shall devote sufficient 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 Xxxxxxx Group and to the discharge of his duties and responsibilities hereunder. The Executive shall comply with all written policies During the term of this Agreement, except as otherwise expressly approved in advance by the Company in effect from time to time and shall observe and implement those resolutions and directives of the Board as made or issued from time to time. The Executive agrees that under no circumstances shall he undertake any other form of employment or consulting that would conflict with the interests of the Company.
(d) Upon reasonable noticeBoard, the Executive shall be available not (i) engage in any other business activity or (ii) serve in any industry, trade, professional, governmental or academic position if such service, individually or in the aggregate, would detract from the Executive’s ability to participate in all meetings perform his duties and responsibilities hereunder or give rise to a conflict of interest, it being agreed that if the Board. The Company will reimburse the Executive for all reasonable and customary travel and living expenses (e.g.Board subsequently determines that such service does detract from Executive’s performance or give rise to such a conflict, hotel and meals), if any, incurred in connection with such meetings and the Executive shall provide the Company with reasonable documentation of cease such expensesservice.
Appears in 1 contract
Capacity and Performance. (a) a. During the term hereof, the Executive shall initially serve the Company as the its President and Chief Operating Officer and thereafter, within eighteen (18) months of the Effective Date, shall be appointed Chief Executive Officer of the Company. In addition, As President and without further compensationChief Operating Officer, the Executive shall be appointed will report to serve the Company's Chief Executive Officer. Thereafter, as a member Chief Executive Officer of the Company, the Executive will report to the Board of Directors of the Company and to the President and Chief Operating Officer (the “Board”). So long or an officer of higher status) of Metropolitan Life Insurance Company of New York.
b. As President, Chief Operating Officer and, thereafter, as Executive remains the Chief Executive Officer of the Company the Company will recommend to its stockholders that Executive be elected to the Board of Directors at each meeting of stockholders or in connection with each action by written consent pursuant to which Executive may be elected.
(i) During the first six months of the term hereofCompany, the Executive shall be employed by the Company on a 60% of full time basis perform such assignments and the relative percentage of Executive’s time committed have such duties and authorities as are appropriate to the Company’s business shall be reviewed regularly by the Board (in any eventhis position(s), no less than semi-annually). At any following six months from the date hereof, the Board may request in writing that Executive commit 100% of his time and energy to the business of the Company and Executive shall have 60 days to comply with the Board’s request or shall tender his resignation as an officer of the Company. Executive acknowledges and agrees that depending upon the evolution of the business of the Company, a full-time Chief Executive Officer may be required to advance the Company’s interests and to the extent that Executive is unable or unwilling to provide a full-time commitment, it is the Company’s expectation that he will lead the effort to recruit and retain a qualified individual to be vetted by the Board and to serve in such a capacity.
(ii) Executive shall have all powers and duties consistent with his position, subject to the direction and control of the Board and shall perform such assignments and have such other related duties and responsibilities on behalf of the Company as may reasonably be assigned, delegated, designated or modified from time to time by those to whom he reports and by the BoardBoard or its Chairman. The Executive's duties shall include, without limitation, overall operational responsibility for all Company business, including the oversight of sales, marketing, promotion, strategic planning and development for the Company's business; provided, however, it is understood and agreed that, during the Executive's employment as Chief Operating Officer, Robexx X. Xxxxxx xxxll retain responsibility for the Company's Full Financial Services Firm and Electronic Commerce Projects.
c. The Executive shall require the approval of the Board to pursue or enter into any transaction or group of related transactions that are not in the ordinary course of business and would be material recommended for appointment to the Company's Board as soon as may be practicable, but in no event later than the next scheduled meeting of the Board.
(c) d. During the term hereof, the Executive shall devote sufficient 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, except that the Executive may devote a reasonable amount of time to charitable endeavors and to personal affairs and, subject to the approval of the Board, may serve on the boards of directors of other corporations, trade associations or charitable organizations, to the extent that such exceptions do not interfere with the Executive's responsibilities to the Company and its Affiliates. The Executive shall comply with all written policies of the Company not engage in effect from time to time and shall observe and implement those resolutions and directives of the Board as made or issued from time to time. The Executive agrees that under no circumstances shall he undertake any other form of employment or consulting that would conflict with business activity during the interests of the Company.
(d) Upon reasonable noticeterm hereof, the Executive shall except as may be available to participate approved in all meetings of advance by the Board. The Company will reimburse As used in this Agreement, "Affiliates" means all persons and entities directly or indirectly controlling, controlled by or under common control with the Executive for all reasonable and customary travel and living expenses (e.g.Company, hotel and meals)where control may be by management authority, if any, incurred in connection with such meetings and the Executive shall provide the Company with reasonable documentation of such expensesequity interest or otherwise.
Appears in 1 contract
Capacity and Performance. (a) During the term Term hereof, the Executive shall serve the Company as the President and its Chief Executive Officer Officer, Vice Chairman of the Company. In addition, and without further compensation, the Executive shall be appointed to serve as a member of the ’s Board of Directors (so long as Executive remains a member thereof) and/or in any other position that may be assigned to him by Company’s Board of the Company Directors (the “Board”). So long as Initially, Executive remains the Chief Executive Officer of shall also serve the Company the Company will recommend to as its stockholders that President. Executive be elected shall report to the Board of Directors at each meeting of stockholders or in connection with each action all times during the Term and shall perform his duties and responsibilities hereunder at the Company’s headquarters office, and shall travel from time to time as requested by written consent the Board and/or required pursuant to which Executive may be elected.
(i) During the first six months of the term hereof, the his duties hereunder. Executive shall be employed by comply with and perform, faithfully, diligently and to the Company on a 60% best of full time basis his ability, such directions and the relative percentage of Executive’s time committed duties in relation to the Company’s business shall be reviewed regularly by the Board (in any event, no less than semi-annually). At any following six months from the date hereof, and affairs as the Board may request in writing that Executive commit 100% of his time and energy to the business of the Company and Executive shall have 60 days to comply with the Board’s request or shall tender his resignation as an officer of the Company. Executive acknowledges and agrees that depending upon the evolution of the business of the Company, a full-time Chief Executive Officer may be required to advance the Company’s interests and to the extent that Executive is unable or unwilling to provide a full-time commitment, it is the Company’s expectation that he will lead the effort to recruit and retain a qualified individual to be vetted by the Board and to serve in such a capacity.
(ii) Executive shall have all powers and duties consistent with his position, subject to the direction and control of the Board and shall perform such other duties and responsibilities on behalf of the Company as may reasonably be designated from time to time by vest in or request of him. Such duties and responsibilities shall include, but not be limited to, responsibility for the BoardCompany’s day-to-day operations. The Executive shall require the approval devote substantially all of the Board to pursue his business time, attention and energies, except while on vacation or enter into any transaction or group of related transactions that are not in the ordinary course of business and would be material other Company-authorized leave taken by Executive, to the Company.
(c) During the term hereof, the Executive shall devote sufficient time and his best efforts, business judgment, skill and knowledge to the advancement of the ’s business and interests of shall not engage in any other business activity (without the Company and to Board’s written approval), whether or not for profit or other pecuniary advantage, that may conflict with the discharge performance of his duties and responsibilities hereunder. The Executive shall comply with all written policies of Notwithstanding anything to the Company contrary in effect from time to time and shall observe and implement those resolutions and directives of the Board as made or issued from time to time. The Executive agrees that under no circumstances shall he undertake any other form of employment or consulting that would conflict with the interests of the Company.
(d) Upon reasonable noticeforegoing sentence, the Executive shall be available permitted to participate in all meetings serve on the board of directors of the two companies on which he serves as of the Effective Date, and Executive’s service on the board of directors of any other company shall be conditioned on the prior approval of the Board. The Company will reimburse the Executive for all reasonable and customary travel and living expenses (e.g., hotel and meals), if any, incurred in connection with such meetings and the Executive shall provide Executive’s continuing service on any board of directors other than that of the Company shall be conditioned on such service not substantially interfering with reasonable documentation of such expensesExecutive’s responsibilities hereunder or violating his obligations pursuant to the Noncompetition Agreement (defined in Section 9).
Appears in 1 contract
Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the President and its Chief Executive Officer of the CompanyOfficer. In addition, and without further compensation, the The Executive shall be appointed to serve as a member comply with the lawful directives of the Board of Directors of the Company (the “"Board”). So long ") and shall perform such duties and responsibilities, commensurate with his position as Executive remains the Chief Executive Officer Officer, on behalf of the Company and its Affiliates as may from time to time be prescribed by the Board or its designee(s). In addition, the Company will recommend shall obtain all of the necessary director and/ or stockholder approvals required to elect the Executive to the Company's Board of Directors to serve for an initial period beginning on the [First Day of Employment], and ending on the date of the next annual meeting of stockholders of the Company. 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 be elected is otherwise eligible for such election; however, the failure of the stockholders to so elect the Executive shall not constitute Good Reason for termination by the Executive hereunder. The Company shall have the right to remove the Executive from the Board of Directors at each meeting the time his employment hereunder is terminated for any reason, including expiration of stockholders or the term set forth in connection with each action by written consent pursuant to which Executive may be electedParagraph 2.
(ib) During the first six months of the term hereof, the Executive shall be employed by the Company on a 60% of full full-time basis and the relative percentage of Executive’s time committed to the Company’s business shall be reviewed regularly by the Board (in any eventperform and discharge, no less than semi-annually). At any following six months from the date hereoffaithfully, the Board may request in writing that Executive commit 100% of his time and energy to the business of the Company and Executive shall have 60 days to comply with the Board’s request or shall tender his resignation as an officer of the Company. Executive acknowledges and agrees that depending upon the evolution of the business of the Company, a full-time Chief Executive Officer may be required to advance the Company’s interests diligently and to the extent that Executive is unable or unwilling to provide a full-time commitmentbest of his ability, it is the Company’s expectation that he will lead the effort to recruit and retain a qualified individual to be vetted by the Board and to serve in such a capacity.
(ii) Executive shall have all powers and duties consistent with his position, subject to the direction and control of the Board and shall perform such other duties and responsibilities on behalf of the Company as may reasonably be designated from time to time by the Board. The Executive shall require the approval of the Board to pursue or enter into any transaction or group of related transactions that are not in the ordinary course of business and would be material to the Companyhereunder.
(c) During the term hereof, the Executive shall devote sufficient 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. The Executive shall comply with all written policies not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of the Company this Agreement, except as may be expressly approved in effect from time to time and shall observe and implement those resolutions and directives of advance by the Board as made or issued from time to time. The Executive agrees in writing, which approval shall not be unreasonably withheld; provided, however, that under no circumstances shall he undertake any other form of employment or consulting that would conflict with the interests of the Company.
(d) Upon reasonable notice, the Executive shall not be available prohibited from devoting time to participate in all meetings non-business related activities, so long as such activities do not prevent or interfere with the Executive's performance of the Board. The Company will reimburse the Executive for all reasonable and customary travel and living expenses (e.g., hotel and meals), if any, incurred in connection with such meetings and the Executive shall provide the Company with reasonable documentation of such expenseshis obligations hereunder.
Appears in 1 contract
Capacity and Performance. (a) During the term hereof, the Executive shall serve as the President and Chief Executive Officer of the Company. In addition, and without further compensation, the Executive shall be appointed to serve as a member of the Board of Directors director and/or officer of the Company (the “Board”). So long as Executive remains the Chief Executive Officer and/or one or more of the Company the Company will recommend Company's Affiliates if so elected or appointed from time to its stockholders that Executive be elected to the Board of Directors at each meeting of stockholders or in connection with each action by written consent pursuant to which Executive may be electedtime.
(ib) During the first six months of the term hereof, the Executive shall be employed by the Company on a 60% of full time basis and the relative percentage of Executive’s time committed to the Company’s business shall be reviewed regularly by the Board (in any event, no less than semi-annually). At any following six months from the date hereof, the Board may request in writing that Executive commit 100% of his time and energy to the business of the Company and Executive shall have 60 days to comply with the Board’s request or shall tender his resignation as an officer of the Company. Executive acknowledges and agrees that depending upon the evolution of the business of the Company, a full-time Chief Executive Officer may be required to advance the Company’s interests and to the extent that Executive is unable or unwilling to provide a full-time commitmentbasis, it is the Company’s expectation that he will lead the effort to recruit and retain a qualified individual to be vetted by the Board and to serve in such a capacity.
(ii) Executive shall have all powers and duties consistent with his positionposition as the senior-most 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 senior-most executive officer of a publicly-held business), subject to the direction and 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. The Board and the Chief Executive shall require Officer of Provant or its or his designees consistent with the approval of the Board to pursue or enter into any transaction or group of related transactions that are not in the ordinary course of business and would be material to the CompanyExecutive's office as set forth above.
(c) During the term hereof, the Executive shall devote sufficient 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 to the discharge of his duties and responsibilities hereunder. The Executive shall comply with all written policies not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of the Company this Agreement, except (i) as set forth on Schedule 1 hereto, or (ii) as may be expressly approved in effect from time to time and shall observe and implement those resolutions and directives of advance by the Board as made in writing or issued from time to time. The Executive agrees the extent that under no circumstances shall he undertake any other form such activity or service does not materially and adversely affect the discharge of employment or consulting that would conflict with the interests of the Companyhis duties and responsibilities hereunder.
(d) Upon reasonable notice, The Company shall not require the Executive shall be available to participate in all meetings relocate or reassign the Executive to any location beyond a twenty (20) mile radius of the Board. The Company will reimburse location of the Executive for all reasonable and customary travel and living expenses (e.g.Company's headquarters as of the date hereof, hotel and meals)nor shall the Executive's duties hereunder be materially changed, if any, incurred in connection with such meetings and without the Executive shall provide the Company with reasonable documentation of such expensesExecutive'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 the Vice President and Chief Executive Officer of the Company. In addition, and without further compensation, the Executive shall be appointed to serve as a member of the Board of Directors director and/or officer of the Company (the “Board”). So long as Executive remains the Chief Executive Officer and/or one or more of the Company the Company will recommend Company's subsidiaries if so elected or appointed from time to its stockholders that Executive be elected to the Board of Directors at each meeting of stockholders or in connection with each action by written consent pursuant to which Executive may be electedtime.
(ib) During the first six months of the term hereof, the Executive shall be employed by the Company on a 60% of full time basis and the relative percentage of Executive’s time committed to the Company’s business shall be reviewed regularly by the Board (in any event, no less than semi-annually). At any following six months from the date hereof, the Board may request in writing that Executive commit 100% of his time and energy to the business of the Company and Executive shall have 60 days to comply with the Board’s request or shall tender his resignation as an officer of the Company. Executive acknowledges and agrees that depending upon the evolution of the business of the Company, a full-time Chief Executive Officer may be required to advance the Company’s interests and to the extent that Executive is unable or unwilling to provide a full-time commitmentbasis, it is the Company’s expectation that he will lead the effort to recruit and retain a qualified individual to be vetted by the Board and to serve in such a capacity.
(ii) Executive shall have all powers and duties consistent with his positionposition as the Vice President of the Company, subject to the direction and control of the Company's Board of Directors (the "Board") and the Chief Executive Officer of the Company or its or his designees consistent with the Executive's office as set forth above, 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. The Board and the Chief Executive shall require the approval Officer of the Board to pursue Company or enter into any transaction its or group of related transactions that are not in his designees consistent with the ordinary course of business and would be material to the CompanyExecutive's office as set forth above.
(c) During the term hereof, the Executive shall devote sufficient 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 to the discharge of his duties and responsibilities hereunder. The Executive shall comply with all written policies not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of the Company this Agreement, except (i) as set forth on Schedule 1 hereto, or (ii) as may be expressly approved in effect from time to time and shall observe and implement those resolutions and directives of advance by the Board as made in writing or issued from time to time. The Executive agrees the extent that under no circumstances shall he undertake any other form such activity or service does not materially and adversely affect the discharge of employment or consulting that would conflict with the interests of the Companyhis duties and responsibilities hereunder.
(d) Upon reasonable notice, The Company shall not require the Executive shall be available to participate in all meetings relocate or reassign the Executive to any location beyond a fifty (50) mile radius of the Board. The Company will reimburse location of the Executive for all reasonable and customary travel and living expenses (e.g.Company's headquarters as of the date hereof, hotel and meals)nor shall the Executive's duties hereunder be materially changed, if any, incurred in connection with such meetings and without the Executive shall provide the Company with reasonable documentation of such expensesExecutive'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 as the its President and Chief Operating Officer, or in such other executive position as the Board or the Chief Executive Officer of the Company(if any) may designate from time to time. In addition, and without further compensation, the Executive shall be appointed to serve as a member director of the Company if he is nominated to stand for election by the Board of Directors of the Company (Company. In addition, the “Board”)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. So long as The Executive remains shall report to, and shall be subject to the supervision of, the Chief Executive Officer of the Company the Company will recommend to its stockholders that Executive be elected to (or if there is none, the Board of Directors at each meeting of stockholders or in connection with each action by written consent pursuant to which Executive may be electedDirectors).
(ib) During the first six months of the term hereof, the Executive shall be employed by the Company on a 60% of full time basis and the relative percentage of Executive’s time committed to the Company’s business shall be reviewed regularly by the Board (in any event, no less than semi-annually). At any following six months from the date hereof, the Board may request in writing that Executive commit 100% of his time and energy to the business of the Company and Executive shall have 60 days to comply with the Board’s request or shall tender his resignation as an officer of the Company. Executive acknowledges and agrees that depending upon the evolution of the business of the Company, a full-time Chief Executive Officer may be required to advance the Company’s interests and to the extent that Executive is unable or unwilling to provide a full-time commitment, it is the Company’s expectation that he will lead the effort to recruit and retain a qualified individual to be vetted by the Board and to serve in such a capacity.
(ii) Executive shall have all powers and duties consistent with his position, subject to the direction and control of the Board basis 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. The Board or by its designees or by the Chief Executive shall require the approval of the Board to pursue or enter into any transaction or group of related transactions that are not in the ordinary course of business and would be material to the CompanyOfficer (if any).
(c) During the term hereof, the Executive shall devote sufficient 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. The Executive shall comply with all written policies 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 Company Board in effect from time writing. Notwithstanding anything in this Agreement to time and shall observe and implement those resolutions and directives the contrary, the Executive’s continued involvement as Chairman of the Board of FlouroPharma, Inc. will not constitute a violation of this Section 3(c), provided that FlouroPharma, Inc. does not compete with any products or services the Company or any of its Affiliates is developing or plans to develop and the Executive limits the expenditure of his time on FlouroPharma, Inc. matters so as made or issued from time not to time. The Executive agrees that under no circumstances shall he undertake any other form of employment or consulting that would conflict interfere with the interests conduct of his duties and responsibilities at the Company.
(d) Upon reasonable notice, the Executive shall be available to participate in all meetings of the Board. The Company will reimburse the Executive for all reasonable and customary travel and living expenses (e.g., hotel and meals), if any, incurred in connection with such meetings and the Executive shall provide the Company with reasonable documentation of such expenses.
Appears in 1 contract
Samples: Employment Agreement (Boston Life Sciences Inc /De)
Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the its President and Chief Executive Officer of the CompanyOfficer. In addition, and without further compensation, the Executive shall be appointed to serve as a member director and/or officer of one or more of the Board of Directors Company’s Affiliates if so elected or appointed from time to time. During the term hereof, the Company shall maintain executive offices for the Executive in San Francisco, California, and the Executive shall not be required to relocate outside of the Company (the “Board”). So long as Executive remains the Chief Executive Officer of the Company the Company will recommend to its stockholders that Executive be elected to the Board of Directors at each meeting of stockholders or in connection with each action by written consent pursuant to which Executive may be electedSan Francisco area.
(ib) During the first six months of the term hereof, the Executive shall be employed by the Company on a 60% of full time basis and the relative percentage of Executive’s time committed to the Company’s business shall be reviewed regularly by the Board (in any event, no less than semi-annually). At any following six months from the date hereof, the Board may request in writing that Executive commit 100% of his time and energy to the business of the Company and Executive shall have 60 days to comply with the Board’s request or shall tender his resignation as an officer of the Company. Executive acknowledges and agrees that depending upon the evolution of the business of the Company, a full-time Chief Executive Officer may be required to advance the Company’s interests and to the extent that Executive is unable or unwilling to provide a full-time commitment, it is the Company’s expectation that he will lead the effort to recruit and retain a qualified individual to be vetted by the Board and to serve in such a capacity.
(ii) Executive shall have all powers and duties consistent with his position, subject to the direction and control of the Board basis and shall perform such other duties and responsibilities on behalf of the Company and its Affiliates, including serving as Chief Executive Officer of the Parent, as may reasonably be designated from time to time by the Board. The Executive shall require the approval Board of Directors of the Board to pursue Company (the “Board”) or enter into any transaction or group of related transactions that are not in the ordinary course of business and would be material to the Companyby its designees.
(c) During the term hereof, the Executive shall devote sufficient her full business time and his 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. The Executive shall comply with all written policies 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; provided that Executive shall be entitled to (i) continue her membership and current level of involvement in the Young Presidents Organization, (ii) join one additional corporate board of an entity that is not a competitor of the Company in effect from and devote a reasonable amount of time to time activities as a member of such board of directors and shall observe (iii) continue her membership and implement those resolutions and directives current level of the Board as made or issued from time to time. The Executive agrees that under no circumstances shall he undertake any other form of employment or consulting that would conflict involvement in an advisory capacity with the interests of the CompanyJH Partners, LLC.
(d) Upon reasonable noticeThe Company agrees to propose to the shareholders of the Company at each appropriate Annual Meeting of such shareholders during the term hereof the election or reelection of the Executive as a member of the Board, provided that the Executive is otherwise eligible for such election; however, the failure of the shareholders to so elect or reelect the Executive shall be available to participate in all meetings of the Board. The Company will reimburse not constitute Good Reason for termination by the Executive for all reasonable and customary travel and living expenses (e.g., hotel and meals), if any, incurred in connection with such meetings and the Executive shall provide the Company with reasonable documentation of such expenseshereunder.
Appears in 1 contract
Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the its President and Chief Operating Officer, or in such other executive position as the Board or the Chief Executive Officer of the Company(if any) may designate from time to time. In addition, and without further compensation, the Executive shall be appointed to serve as a member director of the Company if he is nominated to stand for election by the Board of Directors of the Company (Company. In addition, the “Board”)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. So long as The Executive remains shall report to, and shall be subject to the supervision of, the Chief Executive Officer of the Company the Company will recommend to its stockholders that Executive be elected to (or if there is none, the Board of Directors at each meeting of stockholders or in connection with each action by written consent pursuant to which Executive may be electedDirectors).
(ib) During the first six months of the term hereof, the Executive shall be employed by the Company on a 60% of full time basis and the relative percentage of Executive’s time committed to the Company’s business shall be reviewed regularly by the Board (in any event, no less than semi-annually). At any following six months from the date hereof, the Board may request in writing that Executive commit 100% of his time and energy to the business of the Company and Executive shall have 60 days to comply with the Board’s request or shall tender his resignation as an officer of the Company. Executive acknowledges and agrees that depending upon the evolution of the business of the Company, a full-time Chief Executive Officer may be required to advance the Company’s interests and to the extent that Executive is unable or unwilling to provide a full-time commitment, it is the Company’s expectation that he will lead the effort to recruit and retain a qualified individual to be vetted by the Board and to serve in such a capacity.
(ii) Executive shall have all powers and duties consistent with his position, subject to the direction and control of the Board basis 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. The Board or by its designees or by the Chief Executive shall require the approval of the Board to pursue or enter into any transaction or group of related transactions that are not in the ordinary course of business and would be material to the CompanyOfficer (if any).
(c) During the term hereof, the Executive shall devote sufficient 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. The Executive shall comply with all written policies 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 Company Board in effect from time writing. Notwithstanding anything in this Agreement to time and shall observe and implement those resolutions and directives the contrary, the Executive's continued involvement as Chairman of the Board of FlouroPharma, Inc. will not constitute a violation of this Section 3(c), provided that FlouroPharma, Inc. does not compete with any products or services the Company or any of its Affiliates is developing or plans to develop and the Executive limits the expenditure of his time on FlouroPharma, Inc. matters so as made or issued from time not to time. The Executive agrees that under no circumstances shall he undertake any other form of employment or consulting that would conflict interfere with the interests conduct of his duties and responsibilities at the Company.
(d) Upon reasonable notice, the Executive shall be available to participate in all meetings of the Board. The Company will reimburse the Executive for all reasonable and customary travel and living expenses (e.g., hotel and meals), if any, incurred in connection with such meetings and the Executive shall provide the Company with reasonable documentation of such expenses.
Appears in 1 contract
Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as the its Executive Vice President and Chief Executive Officer of the Company- Manufacturing & Supply Chain. In addition, and without further compensation, the Executive shall be appointed to serve as a member director and/or officer of one or more of the Board of Directors of the Company (the “Board”). So long as Executive remains the Chief Executive Officer of the Company the Company will recommend Company's Affiliates if so elected or appointed from time to its stockholders that Executive be elected to the Board of Directors at each meeting of stockholders or in connection with each action by written consent pursuant to which Executive may be electedtime.
(ib) During the first six months of the term hereof, the Executive shall be employed by the Company on a 60% of full full-time basis and shall perform the relative percentage of Executive’s time committed to the Company’s business shall be reviewed regularly by the Board (in any event, no less than semi-annually). At any following six months from the date hereof, the Board may request in writing that Executive commit 100% of his time duties and energy to the business responsibilities of the Company Executive's position and Executive shall have 60 days to comply with the Board’s request or shall tender his resignation as an officer of the Company. Executive acknowledges and agrees that depending upon the evolution of the business of the Company, a full-time Chief Executive Officer may be required to advance the Company’s interests and to the extent that Executive is unable or unwilling to provide a full-time commitment, it is the Company’s expectation that he will lead the effort to recruit and retain a qualified individual to be vetted by the Board and to serve in such a capacity.
(ii) Executive shall have all powers and duties consistent with his position, subject to the direction and control of the Board and shall perform 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 Board. The Chief Executive shall require the approval Officer of the Company, by the Board to pursue of Directors of the Company (the "Board") or enter into any transaction or group of related transactions that are not in the ordinary course of business and would be material to the Companyby its designees.
(c) During the term hereof, the Executive shall devote sufficient Executive's 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 Executive's duties and responsibilities hereunderto them. The Executive shall comply 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 Chief Executive Officer in writing. The foregoing restriction, however, shall not be interpreted to prohibit the Executive from involvement in any charitable or community activities or organizations (including, without limitation, participation in industry trade groups) that do not give rise to a conflict of interest and that, both individually and in the aggregate, do 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 written policies 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 agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, including without limitation commercial activities, which interest might in any way adversely affect the Company or any of its Affiliates, involves a possible conflict of interest. In keeping with the Executive's fiduciary duties to the Company and its Affiliates, the Executive agrees not to knowingly become involved in a conflict of interest with the Company or any of its Affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, the Executive shall not engage in any activity that is reasonably likely to involve a possible conflict of interest without first obtaining written approval in accordance with the Company's conflict of interest policy and procedures, as in effect from time to time and shall observe and implement those resolutions and directives of the Board as made or issued from time to time. The Executive agrees that under no circumstances shall he undertake any other form of employment or consulting that would conflict with the interests of the Company.
(d) Upon reasonable notice, the Executive shall be available to participate in all meetings of the Board. The Company will reimburse the Executive for all reasonable and customary travel and living expenses (e.g., hotel and meals), if any, incurred in connection with such meetings and the Executive shall provide the Company with reasonable documentation of such expenses.
Appears in 1 contract
Samples: Employment Agreement (Us Can Corp)
