Common use of Duties and Activities Clause in Contracts

Duties and Activities. (a) During the Term of Employment, Employee will faithfully perform those duties and responsibilities commensurate with his position as Senior Vice- President, Business Development. Employee shall develop strategies for initiating and fostering strategic business alliances; negotiate, structure and close strategic alliance agreements; oversee the implementation of strategic alliances; manage the Company's business development unit; and perform such other responsibilities and duties as may be reasonably determined in the future by the Company's Board of Directors (the "Board") or Chief Executive Officer. Employee will devote his full working time and use his best efforts to advance the business and welfare of the Company in furtherance of the policies established by the Board. Employee shall report to the Company's Chief Executive Officer. During the Term of Employment, Employee shall not engage in any other employment activities for any direct or indirect remuneration without the concurrence of the Board, except that Employee may continue to devote reasonable time to the management of investments, participation in community and charitable affairs, and the activities as further set forth in Exhibit A hereto, so long as --------- such activities do not interfere with his duties under this Agreement (as reasonably determined by the Board). Employee hereby agrees that, except as disclosed on Exhibit A hereto, during his employment hereunder, he --------- will not, directly or indirectly, engage (i) individually, (ii) as an officer, (iii) as a director, (iv) as an employee, (v) as a consultant, (vi) as an advisor, (vii) as an agent (whether a salesperson or otherwise), (viii) as a broker, or (ix) as a partner, coventurer, stockholder or other proprietor owning directly or indirectly more than one percent (1%) interest in, any firm, corporation, partnership, trust association, or other organization that is a Competitor (as defined in Section 8.1 hereof) of the Company (such engagement by Employee hereinafter referred to as a "Prohibited Engagement"). Except as may be shown on Exhibit A hereto, Employee hereby represents that he is not engaged --------- in any of the foregoing capacities (i) through (ix) in any Prohibited Engagement. (b) During the Term of Employment, Employee shall also serve as an observer on the Company's Board of Directors. As an observer, Employee shall be invited to participate in all meetings of the Board of Directors.

Duties and Activities. (a) During the Term of Employment, Employee --------------------- will faithfully perform those duties and responsibilities commensurate consistent with his position as Senior Vice- President, Business DevelopmentPresident and Chief Executive Officer. Employee shall develop strategies for initiating have general supervision and fostering strategic business alliances; negotiatecontrol over, structure and close strategic alliance agreements; oversee responsibility for, the implementation general management and operation of strategic alliances; manage Employer and its subsidiaries. Employee shall have the Company's business development unit; authority, subject to the advice and perform such other responsibilities and duties consent of the Board as may be reasonably determined in required by contract or law, to employ and/or terminate the future by the Company's Board employment of Directors (the "Board") any employee of Employer or Chief Executive Officerany subsidiary. Employee will devote his full working time and use his best efforts to advance the business and welfare of the Company Employer in furtherance of the policies established by the Board. Employee shall report only to the Company's Chief Executive OfficerBoard or any committee thereof. During the Term of Employment, Employee shall not engage in any other employment activities for any direct or indirect remuneration without the concurrence of the Board, Board except that Employee may continue to devote reasonable time to (i) the management of investments, (ii) participation in community and charitable affairs, and the activities (iii) as further set forth in Exhibit A hereto, so long as --------- such activities do not interfere with his duties under this Agreement (as reasonably determined by in the discretion of the Board), and so long as such activities do not exceed four (4) days per calendar quarter. Employee hereby agrees that, except as disclosed on Exhibit A hereto, during his employment --------- hereunder, he --------- will not, directly or indirectly, engage (ia) individually, (iib) as an officer, (iiic) as a director, (ivd) as an employee, (ve) as a consultant, (vif) as an advisor, (viig) as an agent (whether a salesperson or otherwise), (viiih) as a broker, or (ixi) as a partner, coventurer, stockholder or other proprietor owning directly or indirectly more than one percent (1%) interest in, in any firm, corporation, partnership, trust trust, association, or other organization that is a Competitor engaged in the development, marketing or sales of wide area network equipment and products for the Computer Telephony Integration (as defined "CTI") market in Section 8.1 hereof) direct geographical competition, with Employer or any other line of the Company business engaged in by Employer (such engagement by Employee firm, corporation, partnership, trust, association, or other organization being hereinafter referred to as a "Prohibited EngagementEnterprise"). Except as may be shown on Exhibit A hereto, . Employee hereby represents that he is not engaged --------- in any of the foregoing capacities (ia) through (ixi) in any Prohibited EngagementEnterprise. (b) During the Term of Employment, Employee shall also serve as an observer on the Company's Board of Directors. As an observer, Employee shall be invited to participate in all meetings of the Board of Directors.

Duties and Activities. (a) During the Term of Employment, Employee will faithfully perform those duties and responsibilities commensurate with his position as Senior Vice- President, Business Development. Employee shall develop strategies for initiating President and fostering strategic business alliances; negotiate, structure Chief Executive Officer and close strategic alliance agreements; oversee the implementation of strategic alliances; manage the Company's business development unit; and perform such other responsibilities and duties as may be reasonably determined in the future by the Company's Board of Directors (the "Board") or Chief Executive Officer). Employee will devote his full working time and use his best efforts to advance the business and welfare of the Company in furtherance of the policies established by the Board. Employee shall report to the Company's Chief Executive OfficerBoard. During the Term of Employment, Employee shall not engage in any other employment activities for any direct or indirect remuneration without the concurrence of the Board, except that Employee may continue to devote reasonable time to the management of investments, participation in community and charitable affairs, and the activities as further set forth in Exhibit A hereto, so long as --------- such activities --------- do not interfere with his duties under this Agreement (as reasonably determined by the Board). Employee hereby agrees that, except as disclosed on Exhibit A --------- hereto, during his employment hereunder, he --------- will not, directly or indirectly, engage (i) individually, (ii) as an officer, (iii) as a director, (iv) as an employee, (v) as a consultant, (vi) as an advisor, (vii) as an agent (whether a salesperson or otherwise), (viii) as a broker, or (ix) as a partner, coventurer, stockholder or other proprietor owning directly or indirectly more than one percent (1%) interest in, any firm, corporation, partnership, trust trust, association, or other organization that is a Competitor (as defined in Section 8.1 hereof) of the Company (such engagement by Employee hereinafter referred to as a "Prohibited Engagement"). Except as may be shown on Exhibit A hereto, --------- Employee hereby represents that he is not engaged --------- in any of the foregoing capacities (i) through (ix) in any Prohibited Engagement. (b) During the Term of Employment, Employee shall also serve as an observer on Chairman of the Company's Board of Directors. As an observer, Employee shall be invited to participate in all meetings of the Board of Directors.

Duties and Activities. (a) During the Term of Employment, Employee will --------------------- faithfully perform those duties and responsibilities commensurate with his position as Senior Vice- Co-founder and Vice President, Business Development. Employee shall develop strategies for initiating and fostering strategic business alliances; negotiate, structure and close strategic alliance agreements; oversee the implementation of strategic alliances; manage the Company's participate in business development unit; and sales and shall perform such other responsibilities and duties as may be reasonably determined in the future by the Company's Board of Directors (the "Board") or Chief Executive Officer. Employee will devote his full working time and use his best efforts to advance the business and welfare of the Company in furtherance of the policies established by the Board. Employee shall report to officers on the Company's Chief Executive OfficerSenior Vice President level, or such senior officers as the CEO may determine. During the Term of Employment, Employee shall not engage in any other employment activities for any direct or indirect remuneration without the concurrence of the Board, except that Employee may continue to devote reasonable time to the management of investments, participation in community and charitable affairs, and the activities as further set forth in Exhibit A hereto, so long as --------- such activities do not interfere with --------- his duties under this Agreement (as reasonably determined by the Board). Employee hereby agrees that, except as disclosed on Exhibit A hereto, during his --------- employment hereunder, he --------- will not, directly or indirectly, engage (i) individually, (ii) as an officer, (iii) as a director, (iv) as an employee, (vV) as a consultant, (vi) as an advisor, (vii) as an agent (whether a salesperson or otherwise), (viii) as a broker, or (ix) as a partner, coventurer, stockholder or other proprietor owning directly or indirectly more than one percent (1%) interest in, any firm, corporation, partnership, trust mast, association, or other organization that is a Competitor (as defined in Section 8.1 hereof) of the Company (such engagement by Employee hereinafter referred to as a "Prohibited Engagement"). Except as may be shown on Exhibit A hereto, Employee hereby represents that he is not engaged --------- in any of --------- the foregoing capacities (i) through (ix) in any Prohibited Engagement. (b) During the Term of Employment, Employee shall also serve as an observer on the Company's Board of Directors. As an observer, Employee shall be invited to participate in all meetings of the Board of Directors.

Duties and Activities. (a) During the Term of Employment, Employee will faithfully perform those duties and responsibilities commensurate with his position as Senior Vice- Founder and Executive Vice President, Business Development. Employee shall develop strategies for initiating and fostering strategic business alliances; negotiate, structure and close strategic alliance agreements; oversee the implementation of strategic alliances; manage the Company's business strategic direction and initiatives, shall participate in product development unit; and marketing and shall perform such other responsibilities and duties as may be reasonably determined in the future by the Company's Board of Directors (the "Board") or Chief Executive Officer. Employee will devote his full working time and use his best efforts to advance the business and welfare of the Company in furtherance of the policies established by the Board. Employee shall report to the Company's Chief Executive Officer. During the Term of Employment, Employee shall not engage in any other employment activities for any direct or indirect remuneration without the concurrence of the Board, except that Employee may continue to devote reasonable time to the management of investments, participation in community and charitable affairs, and the activities as further set forth in Exhibit A hereto, so long as --------- such activities do not interfere with --------- his duties under this Agreement (as reasonably determined by the Board). Employee hereby agrees that, except as disclosed on Exhibit A hereto, during his --------- employment hereunder, he --------- will not, directly or indirectly, engage engage (i) individually, (ii) as an officer, (iii) as a director, (iv) as an employee, (v) as a consultant, (vi) as an advisor, (vii) as an agent (whether a salesperson or otherwise), (viii) as a broker, or (ix) as a partner, coventurer, stockholder or other proprietor owning directly or indirectly more than one percent (1%) interest in, any firm, corporation, partnership, trust trust, association, or other organization that is a Competitor (as defined in Section 8.1 hereof) of the Company (such engagement by Employee hereinafter referred to as a "Prohibited Engagement"). Except as may be shown on Exhibit A hereto, ---------- Employee hereby represents that he is not engaged --------- in any of the foregoing capacities (i) through (ix) in any Prohibited Engagement. (b) During the Term of Employment, Employee shall also serve as a member of the Board for so long as he shall remain elected as such. In the event Employee is no longer serving as a member of the Board, throughout the Term of Employment, Employee shall serve as an observer on the Company's Board of DirectorsBoard. As an observer, Employee shall be invited to participate in all meetings of the Board of DirectorsBoard.