Common use of Duties and Powers Clause in Contracts

Duties and Powers. During the Employment Period (as defined below), Employee will serve as Chief Executive Officer of the Company and will have such responsibilities, duties and authorities, and will render such services of an executive and administrative character or act in such other executive capacity for the Company and its affiliates as shall from time to time be reasonably directed by the Company's board of directors (the "Board") or Chairman reasonably consistent with Employee's role as Chief Executive Officer of the Company. Employee shall devote Employee's best efforts, energies and abilities and Employee's full business time, skill and attention to the business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to Employee to the best of Employee's ability, in a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the business of the Company and its affiliates. Employee acknowledges that Employee's duties and responsibilities will require Employee's full-time business efforts and agrees that during the Employment Period Employee will not engage in any business pursuits or interests which interfere or conflict with the performance of Employee's duties hereunder, provided, that nothing in this SECTION 1.2 shall be deemed to prohibit Employee from making Permitted Investments (as defined below). Without limiting the foregoing, it is understood that Employee may engage in civic and board activities so long as such activities do not interfere with his obligations hereunder in any material respect or conflict with the other provisions of this Agreement, including without limitation the Restrictive Covenants.

Duties and Powers. During the Employment Period (as defined below)Period, Employee the Executive will serve as Chief Executive Officer of in the Company capacity described above and will have such responsibilities, duties and authorities, authorities and will render such services of an executive and administrative character or act in such other executive capacity for the Company and its affiliates reasonably consistent with his title as shall from time to time be reasonably directed by the Company's board Board of directors Directors of the Company (the "Board") or Chairman reasonably consistent ), all in accordance with Employee's role as Chief Executive Officer the terms and conditions of this Agreement and the strategic plans and operating and capital budgets of the CompanyCompany as developed and approved by the Board. Employee The Executive shall devote Employeethe Executive's best efforts, energies and abilities and Employeethe Executive's full business time, skill and attention to the business and affairs of the CompanyCompany and such of its affiliates as are specified by the Board. Employee The Executive shall perform the duties and carry out the responsibilities assigned to Employee the Executive to the best of Employeethe Executive's ability, in a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the business of the Company and its affiliatesaffiliates and shall adhere to any and all of the employment policies of the Company. Employee The Company acknowledges that Employee's duties and responsibilities will require Employee's full-time business efforts and the Executive currently serves as a member of the Board of Directors of companies other than that of the Company, provided that those companies do not Compete in the Business with the Company. The Executive agrees that during the Employment Period Employee any given month, such activities will not engage in any consume more than two business pursuits or interests which interfere or conflict with the performance of Employee's duties hereunder, provided, that nothing days Nothing in this SECTION 1.2 Section 2 shall be deemed to prohibit Employee the Executive from making Permitted Investments (as defined in Section 6.b. below). Without limiting ) or attending to such charitable and/or civic activities as are deemed appropriate by the foregoing, it is understood Executive; provided that Employee may engage in civic and board activities so long as such activities do shall not interfere with his detract from the Executive's duties and obligations hereunder in any material respect or conflict with the other provisions of under this Agreement. The Executive shall report to the Board and will work with any and all Company senior executives on an "as needed basis," as deemed appropriate by the Executive, including without limitation the Restrictive Covenants.with respect to activities of a strategic nature, such as corporate development projects, capital raising, and certain business development initiatives

Duties and Powers. During the Employment Period (as defined below)Term, Employee the Executive will serve as Chief Executive Officer of in the Company position described in Section 2 above and will have such responsibilities, duties and authorities, authorities and will render such services of an executive and administrative character or act in such other executive capacity for the Company not inconsistent with those normally given to a Chairman and its affiliates as shall from time to time be reasonably directed by the Company's board of directors (the "Board") or Chairman reasonably consistent with Employee's role as Chief Executive Officer of a public corporation, all in accordance with the Companyterms and conditions of this Agreement and the business plan and capital budgets of the Company to be developed by the Executive and the Board and to be approved by the Board, on or before August 30,2003. Employee Executive shall devote EmployeeExecutive's best efforts, energies and abilities and EmployeeExecutive's to full business time, skill and attention to the business and affairs of the CompanyCompany and its affiliates. Employee Executive shall perform the duties and carry out the responsibilities assigned to Employee the Executive to the best of Employeethe Executive's ability, in a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the business of the Company and its affiliatesaffiliates and shall adhere to any and all of the employment policies of the Company. Employee Executive acknowledges that EmployeeExecutive's duties and responsibilities will require EmployeeExecutive's full-time business efforts and agrees that during the Employment Period Employee Executive will not engage in any other business activity or have any business pursuits or interests which interfere or conflict with the performance of EmployeeExecutive's duties hereunder, provided, that nothing in this SECTION 1.2 Section 3 shall be deemed to prohibit Employee from making Permitted Investments Executive from: (i) serving as a director or officer or both of such not-for-profit corporations as he may desire, joining and participating in such committees for community or national affairs as he may select and joining and serving on business corporation boards of directors and engaging in other activities; or (ii) investing in stock of any corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Executive and its associates (as such term is defined belowin Regulation 14A promulgated under the Exchange Act). Without limiting , and the foregoing, it is understood that Employee may engage in civic and board activities so long as such activities Executive's affiliates collectively do not interfere with his obligations hereunder in any material respect or conflict with own more than an aggregate of five percent of the other provisions stock of this Agreement, including without limitation the Restrictive Covenantssuch corporation.

Duties and Powers. During The Employee agrees to devote his full business time, attention, energies and abilities to the Employment Period (as defined below)proper management and conduct of the Company’s business, provided that, subject to Section 7.3, the Employee will may serve as Chief Executive Officer on the Board of Directors, advisory committee of for-profit or not-for-profit business organizations at any one time during the Term subject to Board, such approval not to be unreasonably withheld, provided, further, that such service does not interfere with or detract from the Employee’s services on behalf of the Company. The Employee cannot serve on the board or advisory committee of a competing company. The Employee shall have full power and authority, subject to the By-laws of the Company and will have such responsibilities, duties and authorities, and will render such services the direction of an executive and administrative character or act in such other executive capacity for the Company and its affiliates as shall from time to time be reasonably directed by the Company's board of directors (the "Board") or Chairman reasonably consistent with Employee's role as Chief Executive Officer and the Board of Directors of the Company. Employee shall devote Employee's best effortsCompany (the “Board”), energies generally to manage, administer and abilities and Employee's full business time, skill and attention to conduct the business and affairs of the Company. Employee Company within the Employee’s area of responsibility, and shall perform have such other duties, powers and authority as are prescribed by the duties and carry out Chief Executive Officer, the responsibilities assigned to Employee to the best of Employee's ability, in a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the business By-laws of the Company and its affiliatesthe Board . Employee acknowledges that Employee's duties and responsibilities will require Employee's full-time business efforts and agrees that During seventy (70) percent of each year during the Employment Period Term the Employee will not engage in any business pursuits or interests which interfere or conflict with the performance of Employee's duties hereunder, provided, that nothing in this SECTION 1.2 shall be deemed based in an owned or leased residence in the Napa, California area, and during the balance of each such year the Employee shall be based in his current residence in Sagaponack, New York, in each case subject to prohibit business travel. The Employee from making Permitted Investments shall relocate to the Napa, California area promptly following the Commencement Date (as defined below)in Section 3) and shall initially reside in hotel accommodations. Without limiting The Company shall pay airfare and expenses for not more than two (2) round-trips by the foregoingEmployee’s wife to search for a residence and not more than six (6) one-way airfares per calendar year for the Employee’s wife to travel between such California and New York residences to maintain the same. The Company shall not be responsible for any expenses of leasing or financing the purchase of a Napa area residence. However, it once such residence is understood that acquired the Company shall reimburse the Employee’s reasonable expenses of moving household effects of the Employee may engage from Long Island, New York to such residence in civic and board activities so long as such activities do not interfere with his obligations hereunder the Napa, California area in any material respect or conflict accordance with the other provisions Company’s ordinary moving expense reimbursement policies. Should this employment contract not be extended at the end of this Agreementtwo years or if the employee is terminated without cause, including without limitation the Restrictive Covenantscompany shall reimburse the employee’s reasonable expenses of moving household effects of the employee from Napa, California to such residence selected by employee in accordance with the Company’s ordinary moving expense reimbursement policies but in an amount not greater than what was paid on the move out to Napa, California.

Duties and Powers. During the Employment Period (as defined below)Period, Employee the Executive will serve as Chief Executive Officer of in the Company capacity described above and will have such responsibilities, duties and authorities, authorities and will render such services of an executive and administrative character or act in such other executive capacity for the Company and its affiliates reasonably consistent with his title as shall from time to time be reasonably directed by the Company's board Board, all in accordance with the terms and conditions of directors (this Agreement and the "Board") or Chairman reasonably consistent with Employee's role as Chief Executive Officer strategic plans and operating and capital budgets of the CompanyCompany as developed and approved by the Board. Employee The Executive shall devote Employeethe Executive's best efforts, energies and abilities and Employeethe Executive's full business time, skill and attention to the business and affairs of the Company and such of its subsidiaries and affiliates as are specified by the Company. Employee The Executive shall perform the duties and carry out the responsibilities assigned to Employee the Executive to the best of Employeethe Executive's ability, in a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the business of the Company and its affiliatesaffiliates and shall adhere to any and all of the employment policies of the Company. Employee The Executive acknowledges that Employeethe Executive's duties and responsibilities will require Employeethe Executive's full-time business efforts and agrees that during the Employment Period Employee the Executive will not engage in any other business activity or have any business pursuits or interests which interfere or conflict with the performance of Employeethe Executive's duties hereunder, provided, that nothing in this SECTION 1.2 Section 2 shall be deemed to prohibit Employee the Executive from making Permitted Investments (as defined in Section 6.b. below). Without limiting ) or attending to such charitable and/or civic activities as are deemed appropriate by the foregoing, it is understood Executive; provided that Employee may engage in civic and board activities so long as such activities do shall not interfere with his detract from the Executive's duties and obligations hereunder in any material respect or conflict with the other provisions of under this Agreement. The Executive shall report to the Chief Operating Officer, including without limitation Chief Executive Officer and the Restrictive CovenantsBoard of Directors of the Company, and inconsistencies shall be resolved in reverse order of priority.

Duties and Powers. (a) During the Employment Period (as defined below)period of Employee’s employment hereunder, Employee will serve as the Company’s President and Chief Executive Officer of the Company Officer, and will have such responsibilities, duties and authoritiesauthority as customarily held by executives in such a position in comparable companies, and will render such services of an executive and administrative character or character, and act in such other executive capacity for the Company and its affiliates Company, as the Company’s board of directors (the “Board”) shall from time to time be reasonably directed by the Company's board of directors (the "Board") or Chairman reasonably consistent with Employee's role as Chief Executive Officer of the Companydirect. Employee shall devote Employee's his reasonable best efforts, energies and abilities and Employee's full business time, skill and attention to the business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to Employee him, to the best of Employee's his ability, in a diligent, trustworthy, trustworthy and businesslike and efficient manner for the purpose of advancing the business of the Company and its affiliates. in a manner he reasonably believes to be in and not opposed to the best interests of the Company. (b) Employee acknowledges that Employee's his duties and responsibilities will require Employee's full-time his concentrated business efforts and agrees that during the Employment Period Employee period of Employee’s employment hereunder he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's ’s duties hereunder, hereunder or which compete directly with the Company; provided, that however, nothing in this SECTION Section 1.2 shall be deemed to prohibit Employee from making Permitted Investments investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined belowin Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent (3%) of the stock of such corporation. Without limiting the foregoingIn addition, it is understood that Employee may engage in civic serve on boards of directors during the period of Employee’s employment hereunder and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board activities or other service does not materially interfere or conflict with the performance of Employee’s duties hereunder and so long as such activities do are not interfere with rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee’s employment hereunder shall inure to the benefit of Employee. (c) The parties hereto agree that none of Employee’s duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his obligations hereunder in any material respect or conflict with personal residence from the other provisions of this AgreementGreater Cincinnati, including without limitation the Restrictive CovenantsOhio SMSA Area.

Duties and Powers. During 2.1 From 3 June 2020 and during the remainder of the Employment Period (as defined below)Term, Employee will the Director shall serve as Chief Transformation Officer of Coty Inc. (the Parent) and in such positions with the Parent, the Company or any other business entity, directly or indirectly, controlled by or under common control with the Parent (each, a Group Company and together the Group) 2.2 The Director will report to the Chairman and Chief Executive Officer of Parent. In such capacities, the Director shall carry out such duties appropriate to his status and exercise such powers in relation to any applicable Group Company and will have such responsibilities, duties and authorities, and will render such services each of an executive and administrative character or act in such other executive capacity for the Company and its affiliates their respective businesses as shall may from time to time be reasonably directed assigned to or vested in him by the Company's board Company or Parent. Such positions and tasks shall be governed by the terms and conditions contained in this Agreement and shall not entitle the Director to any further remuneration. Should the relevant Group Companies nevertheless pay compensation to the Director in connection with such positions or tasks (other than for the reimbursement of directors (costs), the "Board") or Chairman reasonably consistent with Employee's role as Chief Executive Officer of Director shall pay such amounts to the Company. Employee shall devote Employee's best efforts, energies and abilities and Employee's full business time, skill and attention to the business and affairs of the Company. Employee . 2.3 The Director shall perform the duties and carry out the responsibilities assigned to Employee to the best of Employee's ability, in a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the business of the Company and its affiliates. Employee acknowledges that Employee's his duties and responsibilities as Chief Transformation Officer based in the Coty office in Amsterdam, and shall travel as required by the Group's business to other Group Company offices as and on such basis as the Parties shall mutually agree, provided, however, that the Director shall not perform services from the United States or any other jurisdiction unless and until all necessary visas, work permits or other documentation to permit him lawfully to provide such services in such jurisdictions have been obtained. 2.4 The Company may also require the Director to work on a temporary basis from any Group Company location and travel to such location as may be required for the performance of his duties. The Director will require Employee's full-be required to keep a complete and accurate record of the time business spent performing his duties under this Agreement, the nature of those duties, and the location from where such duties were performed. 2.5 The Director shall devote his best efforts to the performance of his duties hereunder and agrees that during the Employment Period Employee will shall not engage in any business pursuits other business, profession or interests which occupation for compensation or otherwise; provided, that subject to clause 12 hereof, nothing herein shall be deemed to preclude the Director from engaging in personal, charitable or civic activities, provided that these do not violate any of the covenants contained in this Agreement and as long as such activities, either individually or in the aggregate , do not interfere or conflict with the performance of Employee's his duties hereunder. 2.6 Regular working hours are from Monday to Friday, provided, that nothing in 40 hours a week. The Director is expected to work additional hours as part of his duties under this SECTION 1.2 shall Agreement for which no additional remuneration will be deemed to prohibit Employee from making Permitted Investments (as defined below). Without limiting the foregoing, it is understood that Employee may engage in civic and board activities so long as such activities do not interfere with his obligations hereunder in any material respect or conflict with the other provisions of this Agreement, including without limitation the Restrictive Covenantspaid.

Duties and Powers. During the Employment Period (as defined below)Term, Employee the Executive will serve as Chief Executive Officer of in the Company position described in Section 2 above and will have such responsibilities, duties and authorities, and will render such services of an executive and administrative character or act not inconsistent with those normally given to an executive of a a subsidiary of a public corporation, all in such other executive capacity for accordance with the terms and conditions of this Agreement and the business plan and capital budgets of BEC to be developed by the Executive and the Board of Directors of the Company (the “Board”) and its affiliates as shall to be approved by the Board and Executive from time to time. There shall not be a specific “time be reasonably directed by requirement” for performing the Company's board of directors (duties defined herein. Subject to the "Board") or Chairman reasonably consistent with Employee's role as Chief limitations set forth in this Agreement, Executive Officer of the Company. Employee shall devote EmployeeExecutive's best efforts, energies and abilities abilities, and Employee's full business time, skill and attention to the business and affairs of the CompanyCompany and its affiliates. Employee Executive shall perform the duties and carry out the responsibilities assigned to Employee the Executive to the best of Employeethe Executive's ability, in a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the business of the Company and its affiliatesaffiliates and shall adhere to any and all of the employment policies of the Company that will be created. Employee acknowledges that Employee's duties and responsibilities will require Employee's full-time business efforts and Executive agrees that during the Employment Period Employee Executive will not engage in any other business activity or have any business pursuits or interests which interfere or conflict with the performance of EmployeeExecutive's duties hereunder, provided, that nothing in this SECTION 1.2 Section 3 shall be deemed to prohibit Employee from making Permitted Investments Executive from: (i) serving as a director or officer or both of such not-for-profit corporations as he may desire, joining and participating in such committees for community or national affairs as he may select and joining and serving on business corporation boards of directors or as an officer or both and engaging in other activities; (ii) investing in stock or any corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Executive and its associates (as such term is defined belowin Regulation 14A promulgated under the Exchange Act). Without limiting , and the foregoing, it is understood that Employee may engage in civic and board activities so long as such activities Executive's affiliates collectively do not interfere with his obligations hereunder own more than an aggregate of five (5%) percent of the stock of such corporation, or (iii) engaging in any material respect or conflict with of the other provisions of this Agreementactivies described in Schedule A, including without limitation ownership interests in the Restrictive Covenantscompanies referenced in Schedule A. In addition, Executive shall be entitied to attend all Board and Committee meetings, and will have access to all information provided to the Board.

Duties and Powers. (a) During the Employment Period (as defined below)period of Employee’s employment hereunder, Employee will serve as the Company’s Executive Vice President and Chief Executive Officer of the Company Financial Officer, and will have such responsibilities, duties and authoritiesauthority as customarily held by executives in such a position in comparable companies, and will render such services of an executive and administrative character or character, and act in such other executive capacity for the Company and its affiliates Company, as the Company’s board of directors (the “Board”) shall from time to time be reasonably directed by the Company's board of directors (the "Board") or Chairman reasonably consistent with Employee's role as Chief Executive Officer of the Companydirect. Employee shall devote Employee's his reasonable best efforts, energies and abilities and Employee's full business time, skill and attention to the business and affairs of the Company. Employee shall perform the duties and carry out the responsibilities assigned to Employee him, to the best of Employee's his ability, in a diligent, trustworthy, trustworthy and businesslike and efficient manner for the purpose of advancing the business of the Company and its affiliates. in a manner he reasonably believes to be in and not opposed to the best interests of the Company. (b) Employee acknowledges that Employee's his duties and responsibilities will require Employee's full-time his concentrated business efforts and agrees that during the Employment Period Employee period of Employee’s employment hereunder he will not engage directly or indirectly in any other business activity or have any business pursuits or interests which materially interfere or conflict with the performance of Employee's ’s duties hereunder, hereunder or which compete directly with the Company; provided, that however, nothing in this SECTION Section 1.2 shall be deemed to prohibit Employee from making Permitted Investments investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if his associates (as such term is defined belowin Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of three percent (3%) of the stock of such corporation. Without limiting the foregoingIn addition, it is understood that Employee may engage in civic serve on boards of directors during the period of Employee’s employment hereunder and volunteer his service to charitable, business and other public service agencies, clubs or organizations so long as such board activities or other service does not materially interfere or conflict with the performance of Employee’s duties hereunder and so long as such activities do are not interfere with rendered for a competitor of the Company. Any and all fees or remuneration paid to Employee in consideration of work and services performed outside the scope of Employee’s employment hereunder shall inure to the benefit of Employee. (c) The parties hereto agree that none of Employee’s duties hereunder shall require him to, and Employee agrees that he will not without the consent of the Board, which consent shall not be unreasonably withheld, change his obligations hereunder in any material respect or conflict with personal residence from the other provisions of this AgreementGreater Cincinnati, including without limitation the Restrictive CovenantsOhio SMSA Area.

Duties and Powers. During the Employment Period (Term, Executive agrees as defined below), Employee will serve as Chief Executive Officer of the Company follows: to devote his full and will have such responsibilities, duties and authorities, and will render such services of an executive and administrative character or act in such other executive capacity for the Company and its affiliates as shall from exclusive business time to time be reasonably directed by the Company's board of directors (the "Board") or Chairman reasonably consistent with Employee's role as Chief Executive Officer of the Company. Employee shall devote Employee's best efforts, energies and abilities and Employee's full business time, skill and attention to the business of Employer (excluding reasonable vacations consisting of twenty (20) working days per year and affairs of the Company. Employee shall sick leave in accordance with Employer's policy consistent with his position); to perform the all duties in a professional and carry out the responsibilities assigned prudent manner; to Employee to devote the best of Employee's abilityhis skill, energy, experience and judgment to such duties; and to communicate to Employer suggestions, ideas or information that may be helpful to Employer in a diligent, trustworthy, businesslike its business. Executive shall have all the powers and efficient manner for the purpose of advancing the business agrees to perform all of the Company duties associated with his position as President, Chief Executive Officer and its affiliatesChairman of the Board of Employer, subject to such policies and guidelines as may be established by Employer. Employee acknowledges that Employee's duties and responsibilities will require Employee's full-time business efforts and Executive agrees that during the Employment Period Employee will not to engage in any business pursuits other activity or interests which interfere or own any interest that would conflict with the interests of Employer or would interfere with his responsibilities to Employer and the performance of Employee's his duties hereunder, ; provided, that nothing however, that: (i) passive investments in this SECTION 1.2 less than 5 % of the outstanding securities of public companies, the ownership of which does not violate any conflicts of interest policy adopted by Employer and does not conflict with Employer's activities, shall not be deemed to prohibit Employee from making Permitted Investments violate this provision; (as defined below). Without limiting the foregoing, it is understood that Employee ii) Executive may engage in civic activities involving charitable, educational, religious and board similar types of organizations, speaking engagements and similar type activities so long as to the extent that such other activities do not interfere with detract from the performance by Employee of his duties and obligations hereunder in any material respect or conflict with hereunder; and (iii) Executive may serve as a non-executive member of the other provisions Board of this AgreementDirectors of up to three corporations (it being acknowledged that Executive currently serves as a member of the Board of Directors of American Woodmark Corporation, including without limitation Bauex Xxx. and Home Fragrance Holdings) provided that such service does not detract from the Restrictive Covenantsperformance by executive of his duties and obligations hereunder.