Duties and Extent of Services. A. During the Employment Term, the Executive shall serve as Senior Vice President of the Company, reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position.
B. The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with the Executive's position as Senior Vice President. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation.
C. The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Senior Vice President, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.
Duties and Extent of Services. (a) During the Term, the Executive shall serve as the Chief Commercial Officer of the Company and, as such, the Executive shall serve as the chief commercial officer of the Company and all of its subsidiaries, with such duties, responsibilities and authority as are consistent with such position, subject to the oversight of the Board of Directors of the Company (the “Board”), and shall so serve faithfully and to the best of the Executive’s ability under the direction and supervision of the Chief Executive Officer. As an executive officer of the Company, the Executive shall be entitled to all of the benefits and protections to which all officers of the Company are entitled pursuant to the Company’s Amended and Restated Certificate of Incorporation, which shall include, but not be limited to, the rights of indemnification set forth in such Amended and Restated Certificate of Incorporation, and coverage under the Company’s directors’ and officers’ liability insurance, as are in effect from time to time.
(b) During the Term, the Executive agrees to devote substantially her full business time, attention, and energies to the Company’s business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; provided, that subject to the Executive’s compliance with Sections 14, 15 and 16 herein, the Executive may serve in charitable and civic positions and serve on corporate boards and committees of for-profit companies, in each case with the prior written consent of the Chief Executive Officer, which consent shall not be unreasonably withheld. The Executive covenants, warrants and represents that she shall devote her full and best efforts to the fulfillment of her employment obligations, and she shall exercise the highest degree of loyalty and the highest standards of conduct in the performance of her duties.
Duties and Extent of Services. (a) During the Term, Director shall serve as director and, in such capacity, shall provide those services required of a director under Company’s articles of incorporation and bylaws, as both may be amended from time to time, and under the corporate law of the jurisdiction of incorporation of the Company, the federal securities laws and other state and federal laws and regulations, as applicable, and shall render such services as are customarily associated with and are incident to the position of director and such other services as Company may, from time to time, reasonably require of him consistent with such position.
(b) Director shall faithfully, competently and diligently perform to the best of his ability all of the duties required of him as director. Without limiting the preceding sentence, Company acknowledges that Director has other business commitments, including commitments to serve on the board of directors of other companies. The parties anticipate, on average, Director shall devote approximately six (6) hours per month to the Company. Prime Sun Power Inc. Director Agreement
Duties and Extent of Services. (a) Employee agrees to serve Employer and, consistent with his position, its subsidiaries faithfully and to the best of his ability under the direction of the Board of Directors of Employer, devoting his entire business time, energy and skill to his full time employment duties hereunder; provided, that subject to the approval of the Board of Directors of Employer, Employee may serve on the board of directors of companies other than Employer and its subsidiaries. The principal place of employment of Employee shall be at the offices of AAI, which are currently located in Hunt Valley, Maryland. Employee understands and agrees, however, txxx in connection with his employment hereunder, he may be required from time to time to travel on behalf of Employer.
(b) The principal duties of Employee shall be to serve as President and Chief Executive Officer of Employer and AAI and, in such capacity, to render such managerial, administrative and other services to Employer and AAI and their subsidiaries as normally are associated with and incident to such positions as Employer from time to time may require of him. If, during the term of this Agreement, the Board of Directors of Employer so determines, in its absolute discretion, to elect Employee to any additional office of Employer or its subsidiaries consistent with his position, or a director of Employer or its subsidiaries, Employee agrees to accept and serve in such office or capacity, for no additional compensation or remuneration. If Employee is elected a director of Employer, he agrees to resign as a director if so requested by the Board of Directors of Employer, following the termination of his employment by Employer for any reason.
Duties and Extent of Services. (i) During the Consulting Period, Bxxxx shall consult with Aeroflex and its senior executive officers regarding its respective businesses and operations. Such consulting services shall not require more than 50 days in any calendar year, nor more than one day in any week, it being understood and agreed that during the Consulting Period Bxxxx shall have the right, consistent with the prohibitions of Sections 12 and 13 below, to engage in full-time or part-time employment with any business enterprise that is not a competitor of Aeroflex.
(ii) Bxxxx’x service as a consultant shall only be required at such times and such places as shall not result in unreasonable inconvenience to him, recognizing that he may have to accord priority to his other business commitments over the performance of services for Aeroflex. In order to minimize interference with Bxxxx’x other commitments, his consulting services may be rendered by personal consultation at his residence or office wherever maintained, or by correspondence through mail, telephone, fax or other similar mode of communication at times, including weekends and evenings, most convenient to him.
(iii) During the Consulting Period, Bxxxx shall not be obligated to serve as a member of the Board or to occupy any office on behalf of Aeroflex or any of its Subsidiaries.
Duties and Extent of Services. Employee shall be employed as the Employer"s Chief Executive Officer, as such, shall, subject to the direction of the President, supervise the conduct of all subordinates and daily operations and affairs within the Employer"s position, consistent with the position of the Chief Executive Officer and perform such other duties and responsibilities as may be assigned to the Employee from time to time consistent with such title by the Board of Directors or the President of the Employer. Employee agrees to devote sufficient time, skill, attention and energy diligently and competently to perform the duties and responsibilities assigned to him hereunder or pursuant hereto. Employee shall use his best efforts to be loyal and faithful at all times and constantly endeavor to improve his ability and his knowledge of the business of Employer in an effort to increase the value of his services for the mutual benefit of Employee and Employer.
Duties and Extent of Services. (a) During the Term, Director shall serve as a director of the Company and, in such capacity, shall provide those services required of a director under Company’s articles of incorporation and bylaws, as both may be amended from time to time, and under the Nevada Revised Statutes, the federal securities laws and other state and federal laws and regulations, as applicable, and shall render such services as are customarily associated with and are incident to the position of director and such other services as Company may, from time to time, reasonably require of him consistent with such position. Such duties and responsibilities shall include, but shall not be limited to, attendance at all meetings of the Board, which shall occur at a minimum on a quarterly basis, and all meetings of stockholders of the Company.
(b) Director shall faithfully, competently and diligently perform to the best of his ability all of the obligations required of him as a director in accordance with the duty of loyalty and duty of care which the Director owes to the Company and its shareholders. Without limiting the preceding sentence, Company acknowledges that Director has other business commitments.
Duties and Extent of Services. Upon the execution of this Agreement and throughout its term, the duties of the Employee shall include, but are not limited to, the following:
(a) Provide managerial and executive supervision and support to the Corporation;
(b) Responsibility for the delivery of all products and services of the Corporation to customers pursuant to contractual obligations or otherwise;
(c) Provide day to day on site executive management of the Corporation's operations in Champaign, Illinois;
(d) Such other duties and responsibilities as may be assigned by the Board from time to time;
(e) Employee will work exclusively for the Corporation during the term of this Agreement, Employee shall exert her best efforts and shall devote no less than the greater of: (i) fifty (50) hours per week, or (ii) the amount of time necessary for Employee to perform her duties with regard to the business and affairs of the Corporation in accordance with this Agreement. During the term of this Agreement, Employee shall not, directly or indirectly, alone or as a member of the partnership, or as an officer, director, shareholder, owner, agent or employee of any other corporation, be engaged in or concerned with any other compensable duties or pursuits whatsoever requiring her personal services without the prior written consent of the Corporation, which consent may be withheld for any reason or for no reason.
Duties and Extent of Services. During the Term, the Executive shall serve as Senior Vice President--Administration and Finance, Chief Financial Officer and Treasurer of the Corporation faithfully and to the best of his ability, and shall devote substantially all of his business time, energy and skill to such employment, it being understood and agreed that the Executive may serve on the boards of directors or equivalent governing bodies of other business corporations or other business organizations; provided, however, that (i) such other corporations or other organizations are not in direct competition with the Corporation and/or its subsidiaries and (ii) such service does not materially interfere with the performance by the Executive of his duties hereunder. The Executive shall be invested with the duties and authority that are customarily delegated to a senior vice president--administration and finance, chief financial officer and treasurer of a corporation, and shall report to and be subject to the direction of the Board of Directors of the Corporation. The Executive shall also perform such specific duties and services of a senior executive nature as the Board of Directors of the Corporation shall request, including, without limitation, serving as a senior officer and/or director of any of the Corporation's subsidiaries.
Duties and Extent of Services. During the Term, Executive agrees to continue to serve as the Vice President, General Counsel and Secretary of the Company faithfully and to the best of his ability under the direction of the Chief Executive Officer and the Board of Directors of the Company (the "Board"), and agrees to devote substantially all of his business time, energy and skill to
