Capacity, Duties and Performance. The Executive shall serve as the Chief Executive Officer (“CEO”) of the Company for the duration of the Employment Term, and in such capacity shall report directly to the Company’s Board of Directors. The Executive shall be employed by the Company on a full-time basis and shall perform such duties and responsibilities consistent with the Executive’s service as CEO and responsibilities on behalf of the Company including (i) such duties and responsibilities as are normally associated with and inherent in the executive capacity of a chief executive officer, and (ii) such duties and responsibilities as may be designated from time to time by the Company’s Board of Directors. The Executive understands that the performance of his duties and responsibilities as CEO will require travel from time to time. During his employment hereunder, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge to the advancement of the Company’s interests and to the discharge of his duties and responsibilities hereunder. The Executive agrees and acknowledges that he owes to the Company a fiduciary duty of loyalty, fidelity and allegiance to act at all times in a manner that is in the best interests of the Company. The Executive shall not engage in any other business activity during the term of this Agreement, except as may be approved in advance by the Company’s Board of Directors. Notwithstanding the foregoing, this paragraph will not be construed so as to prevent the Executive from investing or managing his assets and those of his family, provided that such investing or managing will not require any substantial services on the part of the Executive and will not require Executive to be involved in the operation of the affairs of the companies or businesses in which such investments are made. For so long as the Executive is an officer or Director of the Company, its parent, its subsidiaries or any of its affiliates (collectively, the “Company Group”), the Company will: (a) provide to the Executive indemnification and advancement of expenses to the fullest-extent allowable by applicable law, (b) cause the Executive to be named as a covered party under the Company’s Directors’ and Officers’ liability insurance, (c) maintain the Company’s Directors’ and Officers’ liability insurance in effect at the levels in existence as of the Effective Date, and (d) provide evidence of the foregoing to the Executive upon reasonable notice.
