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Common use of Duties and Responsibilities Clause in Contracts

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 2 contracts

Samples: Employment Agreement (Oneida Financial Corp.), Employment Agreement (Oneida Financial Corp.)

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Duties and Responsibilities. 4.1(a) The Company hereby employs Executive and Executive hereby accepts employment, subject to the terms and conditions contained herein, during the Term, as Executive Chairman. So long as he is During the Term, Executive agrees to be employed hereunderby and devote substantially all of Executive’s business time and attention to the Company and the promotion of its interests and to use his best efforts to faithfully and diligently serve the Company; provided, Employee however, that, to the extent such activities do not significantly interfere with the performance of his duties, services and responsibilities under this Agreement, Executive shall be permitted to (i) manage his personal, financial and legal affairs, (ii) serve as President on civic or charitable boards and committees of such boards and (iii) to the extent approved by the Board pursuant to a duly authorized resolution of the Corporation during Board, serve on corporate boards and committees of such boards; provided, further, that Executive shall be permitted to continue to be engaged in, or provide services to, the Employment Term businesses and activities set forth on Exhibit A, and shall have be permitted to become engaged in, or provide services to, any other business or activity, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, to the extent that Executive reasonably believes that such responsibilities, duties and authority as business or activity is customary not appropriate for persons serving in similar officer positions and as may from time the Company to time be reasonably assigned by the respective Boards of the Employerpursue. The Employee shall be responsible for implementing the policies of Executive will report solely to the Board of Directors of the Company (the “Board”). Executive will perform such lawful duties and responsibilities as are commensurate with Executive’s titles and positions and as are generally consistent with those exercised by Executive prior to the Effective Date, and such other duties and responsibilities commensurate with Executive’s titles and positions as may be reasonably requested by the Board from time to time. Executive will have the authority customarily exercised by an individual serving as Executive Chairman of Directors a corporation of the Corporation, size and shall report nature of the Company and as is generally consistent with Executive’s authority prior to the President and Chief Effective Date. During the Term, Executive Officer upon request shall serve as a director or an officer of one or more subsidiaries of the Company, or of an Affiliate of the Company. In such capacity, Employee agrees to discharge his duties to Executive shall not be compensated additionally in Executive’s capacity as a member of the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role Board or as an a director or officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf a subsidiary or Affiliate of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds(b) During the Term, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts Executive’s principal place of Employee employment shall be invoiced in the Company’s principal office in Manhattan, New York. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable extent reasonably necessary to Corporation or any insurance company it represents; fully perform Executive’s duties and all premiums shall be collected by Employee in the name of and on behalf of Corporationresponsibilities hereunder. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 2 contracts

Samples: Employment Agreement (Virtu Financial, Inc.), Employment Agreement (Virtu Financial, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President of the Corporation during (i) During the Employment Term Term, the Executive shall devote his full business time (excepting vacation time, holidays, sick days and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards periods of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time disability) and attention to the performance of his duties hereunder, shall faithfully serve the Company and shall have no other employment which is undisclosed to the Company or which conflicts with his duties under this Agreement; provided, that, nothing contained herein shall prohibit the Executive from (A) participating in trade associations or industry organizations, (B) engaging in charitable, civic, educational or political activities, (C) delivering lectures or fulfilling speaking engagements, (D) engaging in personal investment activities and personal real estate-related activities for himself and his family or (E) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of the Executive’s duties to the Company under this Agreement. The Employee Company hereby acknowledges and approves the current activities of the Executive as set forth on Schedule 1 hereto, each of which shall be deemed a Personal Activity. Notwithstanding the foregoing, to the extent that the Personal Activities include the Executive providing services to any for-profit company (excluding CLNY, the DBH Legacy Investments (as defined below), and any subsidiaries or portfolio companies thereof) as a member of such company’s board of directors, only two such directorships shall be permitted as a Personal Activity. (ii) In serving in his capacity as a Managing Director of CLNY and the Digital Realty CEO, during the Employment Term, and as CLNY CEO during each Renewal Term, the Executive (A) shall have such duties and responsibilities commensurate with such position, (B) may affiliate continue to provide services to legacy investments managed by DBH (including Digital Colony Partners) (the “DBH Legacy Investments”) and to comply with professional associations, business the Executive’s time and civic organizations in support of attention commitments to such DBH Legacy Investments and (C) shall provide such other duties as are consistent with his role as an officer Managing Director of CLNY and the Digital Realty CEO, or CLNY CEO, as reasonably requested from time to time by the Board or, during the Initial Term, the CLNY CEO. (iii) The parties acknowledge and agree that all of the Corporation, compensation and benefits provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received Executive hereunder will be in respect of services performed by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee Executive for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyOperating Entity.

Appears in 2 contracts

Samples: Employment Agreement (Colony Capital, Inc.), Employment Agreement

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President of the Corporation during (i) During the Employment Term Term, the Executive shall devote his full business time (excepting vacation time, holidays, sick days and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards periods of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time disability) and attention to the performance of his duties hereunder, shall faithfully serve the Company and shall have no other employment which is undisclosed to the Company or which conflicts with his duties under this Agreement; provided, that, nothing contained herein shall prohibit the Executive from (A) participating in trade associations or industry organizations, (B) engaging in charitable, civic, educational or political activities, (C) delivering lectures or fulfilling speaking engagements, (D) engaging in personal investment activities and personal real estate-related activities for himself and his family or (E) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of the Executive’s duties to the Company under this Agreement. The Employee may affiliate with professional associations, business Company hereby acknowledges and civic organizations in support of his role as an officer approves the current activities of the CorporationExecutive as set forth on Schedule 1 hereto, provided that Employee’s involvement in such activities does not adversely affect the performance each of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee which shall be invoiced to deemed a Personal Activity. Notwithstanding the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully executeforegoing, to the best extent that the Personal Activities include the Executive providing services to any for-profit company (excluding DBRG and any subsidiaries or portfolio companies thereof) as a member of such company’s board of directors, only one such directorship shall be permitted as a Personal Activity. (ii) During the Employment Term, in serving in his abilitycapacity as set forth above, the Executive shall (A) perform such duties set forth and provide such services as are usual and customary for such position, and (B) provide such other duties as are consistent with such role, as reasonably requested from time to time by DBRG’s board of directors (the “Board”) or the Chief Executive Officer of DBRG. (iii) The parties acknowledge and agree that all of the compensation and benefits provided to the Executive hereunder will be in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict respect of services performed by the passive investment activities of Employee. All business transacted through the efforts of Employee Executive for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyOperating Entity.

Appears in 2 contracts

Samples: Employment Agreement (DigitalBridge Group, Inc.), Employment Agreement (DigitalBridge Group, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President (a) The duties and responsibilities of the Corporation during Executive shall be of an executive nature as shall be required by the Employment Term Employer in the conduct of its business. The Executive's powers and authority shall be as prescribed by the by-laws of the Employer, if applicable, and shall have include all those presently delegated to the Executive, together with the performance of such responsibilities, other duties and authority responsibilities as is customary for persons serving in similar officer positions and as the Chief Executive Officer of the Employer may from time to time be reasonably assigned by assign to the respective Boards of Executive not inconsistent with the Executive's position(s) with the Employer. The Employee shall be responsible for implementing Executive recognizes, that during the policies period of the Board Executive's employment hereunder, the Executive owes an undivided duty of Directors of loyalty to the Company and the Board of Directors of the CorporationEmployer, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to devote the best of his abilities and to devote substantially all of his working Executive's entire business time and attention to the performance of said duties and responsibilities and to use the Executive's best efforts to promote and develop the business of the Employer. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Employer and the goodwill pertaining thereto, the Executive shall perform his duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Employer and the industry from time to time, including the Employee's Corporate Code of Ethics. The Executive will not perform any duties for any other business without the prior written consent of the Employer, but may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of the Executive's duties under this Agreement. The Employee may affiliate with professional associationsDuring the period of employment, business and civic organizations in support the Executive agrees to serve as a director on the Board of his role as an officer Directors of the CorporationEmployer and/or the board of directors or managers, provided as applicable, of any of its subsidiaries and affiliates, as well as to serve as a member of any committee of any said boards, to which the Executive may be elected or appointed. (b) Notwithstanding that Employee’s involvement this Agreement provides for the employment of the Executive in the Executive's capacity as a Managing Director and Vice Chairman of the Bank, nothing herein contained shall assure the Executive of, nor in any manner shall be construed to constitute an agreement by the Employer to the, continued employment of the Executive after the expiration or termination of this Agreement in such activities does not adversely affect the performance of his duties on behalf of the Corporation capacity or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyother capacity.

Appears in 2 contracts

Samples: Executive Employment Agreement (Privatebancorp Inc), Executive Employment Agreement (Privatebancorp Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President of the Corporation during (i) During the Employment Term and Term, the Executive shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working full business time and attention to the performance of his duties hereunder, shall faithfully serve the Company and shall have no other employment which is undisclosed to the Company or which conflicts with his duties under this Agreement; provided, that, nothing contained herein shall prohibit the Executive from (A) participating in trade associations or industry organizations, (B) engaging in charitable, civic, educational or political activities, (C) delivering lectures or fulfilling speaking engagements, (D) engaging in personal investment activities and personal real estate-related activities for himself and his family or (E) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of the Executive’s duties to the Company under this Agreement. The Employee may affiliate Company hereby acknowledges and approves the current activities of the Executive as set forth on Schedule 1 hereto, each of which shall be deemed a Personal Activity. Notwithstanding the foregoing, to the extent that the Personal Activities include the Executive providing services to any for-profit company (excluding CC and CFI, and any subsidiaries or portfolio companies thereof) as a member of such company’s board of directors, only two such directorships shall be permitted as a Personal Activity. (ii) In serving in his capacity as the Chief Executive Officer and President of CFI during the Employment Term, the Executive shall (A) perform such duties and provide such services as are reasonably consistent with professional associations, business and civic organizations those provided by the Executive to CFI in support of his role as an officer its Chief Executive Officer and President prior to the Effective Date and (B) provide such other duties as are consistent with his role as Chief Executive Officer and President of CFI, as reasonably requested from time to time by the Board or the Executive Chairman. (iii) The parties acknowledge and agree that all of the Corporation, compensation and benefits provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received Executive hereunder will be in respect of services performed by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee Executive for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyOperating Entity.

Appears in 2 contracts

Samples: Employment Agreement (Colony Capital, Inc.), Employment Agreement (Colony Financial, Inc.)

Duties and Responsibilities. 4.1The Company does hereby employ Executive and Executive hereby accepts such employment as Regional Vice President--Sales. So long as he is employed hereunder, Employee shall serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and Executive shall report to the President of the Company, and Chief subject to the directions of the President, shall be responsible for supervising sales activities of branches assigned to Executive Officer and related matters, including profit and loss for assigned branches and region, customer relations and agreements with significant customers and performing other functions similar to the functions presently performed by Executive at the Company connected with the foregoing; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as Regional Vice President--Sales of the Company. In Notwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Guarantor plans to investigate combining its existing distribution business, or segments thereof, with those of the Company, and where feasible or practicable, to combine such capacitybusiness, Employee agrees or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's 2 responsibilities (but not Executive's job title), but in no event will Executive be required to discharge his duties to the best accept job responsibilities in an area outside of his abilities current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company and/or the Guarantor with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company or the Guarantor. During the term of this Agreement, Executive shall devote substantially all of his working full business time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement Company and shall not be engaged in such activities does not adversely affect any other duties which interfere with the performance of his duties on behalf of hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 2 contracts

Samples: Employment Agreement (Bell Industries Inc), Employment Agreement (Bell Industries Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee A. Executive shall serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the CompanyCorporation and shall in such capacity report directly to the Corporation's Board of Directors (the "Board"). In such capacityAs Chief Executive Officer, Employee Executive shall have primary responsibility for the formulation, implementation and execution of strategic policies relating to the Corporation's business operations, financial objectives and market growth and shall accordingly have overall responsibility for the formulation of the business plan for each fiscal year to be submitted for Board approval. Executive shall be appointed to the Board of the Directors (the "Board") at the time she commences service as President and Chief Executive Officer, and her membership on the Board shall continue during the period of this Agreement while the Corporation remains privately held. Once the Corporation is publicly held, the Corporation shall use its best efforts to maintain Executive on the Board throughout the remainder of her period of employment with the Corporation as Chief Executive Officer by taking all action necessary to nominate Executive for election to the Board at each shareholders meeting held during her period of service as Chief Executive Officer at which Board members are to be elected. B. Executive hereby agrees to discharge his duties remain in such executive capacity during the employment period specified in Paragraph 2 and to perform in good faith and to the best of his abilities her ability all services which may be required of Executive hereunder and to be available to render services at all reasonable times and places in accordance with such reasonable directions and requests made by the Corporation acting by majority vote of the Board. C. Executive shall, during the term hereof, devote substantially all of his working time her full time, ability, energy and attention skill to the performance of his her duties under this Agreementand responsibilities hereunder. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of Executive shall be based at the Corporation's principal offices in the San Francisco/Bay Area, provided that Employee’s involvement California, but Executive shall be required to travel to other geographic locations in such activities does not adversely affect connection with the performance of his her executive duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companyhereunder. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 2 contracts

Samples: Employment Agreement (Digital Island Inc), Employment Agreement (Digital Island Inc)

Duties and Responsibilities. 4.1(a) The Executive’s duties at the Company will include all the duties and responsibilities associated with a Chief Financial Officer of a U.S. listed public company with primary operations in the People’s Republic of China. So As Chief Financial Officer of the Company, the Executive shall be primarily responsible for all financial and strategic aspects of the business of the Company, including the development and implementation of the strategic development plans of the Company and preparation and review of the financial operations and financial statements of the Company, as well as all tasks and responsibilities normally associated with the office of a Chief Financial Officer of a business of similar size and nature to the Company. During the term of her Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as he is employed hereunder, Employee shall serve as President such duties and responsibilities are consistent with those of the Corporation during Company’s Chief Financial Officer. (b) The Executive shall devote all of her working time, attention and skills to the Employment Term performance of her duties to the Company and the Group and shall have such responsibilitiesfaithfully and diligently serve the Company and the Group in accordance with this Agreement, duties the memorandum and authority articles of association of the Company, as is customary for persons serving in similar officer positions amended and as may restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time be reasonably assigned by the respective Boards Board. (c) The Executive shall use her best efforts to perform her duties hereunder. The Executive shall not, without the prior written consent of the Employer. The Employee shall be responsible for implementing the policies Board, become an employee of the Board of Directors of any entity other than the Company and the Board of Directors any member of the CorporationGroup, and shall report to not be concerned or interested in any business or entity that engages in the President and Chief Executive Officer same business in which the Company or any member of the Company. In Group engages (any such capacitybusiness or entity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporationa “Competitor”), provided that Employee’s involvement nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of her interest in such activities does not adversely affect the performance of his duties on behalf of the Corporation shares or securities in a timely manner and with such details and particulars as the Company or the reputation of the Corporation or Companymay reasonably require. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 2 contracts

Samples: Employment Agreement (Fd Technology Inc.), Employment Agreement (Fd Technology Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder(a) During the Term, Employee the Executive shall serve as the President and Chief Executive Officer of the Corporation during the Employment Term Company and shall have also serve as the principal executive officer of Rave Operating with such responsibilitiesresponsibility and status commensurate with such position and at least equivalent to that which the Executive currently holds with Rave. During the Term, duties and authority as is customary for persons serving in similar officer positions and as may from time the Executive shall, subject to time be reasonably assigned by the respective Boards review of the Employer. The Employee shall be responsible for implementing Board of Directors regarding matters not involving day to day operations or not otherwise in the ordinary course of business, determine the policies for and have full control over the normal day to day operations of Rave Operating, including, without limitation, the setting and granting of bonuses to employees within Rave Operating. In so serving the Company and Rave Operating the Executive shall report to the Board of Directors of the Company. (b) During the Term, the Executive shall also serve as the Chairman of the Board of Directors of the Company and shall serve on the Executive Advisory Committee, which shall be a committee comprised of the principal executive officers of each subsidiary or division which shall advise the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of on business matters affecting the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities including potential business ventures and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companyacquisitions. 4.2. All funds(c) The Executive shall, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, devote substantially all his business efforts to the affairs of the Company. Other business activities of the Executive shall not materially conflict with the terms of this Agreement. The Executive will (i) devote his best efforts, skill and ability to promote the Company's interests; (ii) carry out his duties in a competent and professional manner; (iii) work with other employees of his abilitythe Company in a competent and professional manner; and (iv) generally promote the best interests of the Company. Notwithstanding the foregoing, the duties Executive is permitted to engage in the activities set forth on SCHEDULE A hereto, and may engage in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its successadditional activities if such activities are approved by a majority of the Board of Directors, not including the Executive. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation After such approval SCHEDULE A shall be amended to include such activities. (d) The Executive's principal place of employment shall be at the sole property principal offices of Corporation the Company (and Employee such locations to which such principal office shall have no right be relocated) subject to share in any commission resulting from such business, except as may be specifically provided herebyreasonable travel requirements on behalf of the Company.

Appears in 2 contracts

Samples: Employment Agreement (Paradise Music & Entertainment Inc), Employment Agreement (Paradise Music & Entertainment Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee The Executive shall serve as President of the Corporation during the Employment Term and shall have perform such responsibilities, duties and authority functions as is customary for persons serving in similar officer positions and as the Board may from time to time be reasonably assigned determine which are consistent with the positions as set forth on Annex A, a copy of which is attached hereto and the terms of which are incorporated by the respective Boards of the Employer. The Employee reference herein, shall be responsible for implementing comply with the policies and reasonable directions of the Board of Directors of and shall discharge his responsibilities in a competent and faithful manner, consistent with sound business practices. The Executive and the Company and the Board of Directors of the Corporation, and shall report may amend Annex A from time to time to document changes to the President and Chief positions described therein. During the Term of this Agreement, the Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to shall devote substantially all of his working time business time, attention and attention energies to the performance of his duties under for the business of the Company, except to the extent that the Board may specifically approve any outside interests; provided that the first part of this Agreementsentence shall not preclude the Executive from (a) participating in civic duties, (b) serving as a member of the board of directors of any other company if the Company consents in writing to such service (such consent not to be unreasonably withheld), (c) delivering lectures, fulfilling speaking engagements or teaching at educational institutions, or (d) managing the Executive’s personal investments, in each such case to the extent that such activities do not materially impair the Executive’s ability to perform the Executive’s duties hereunder. All current activities of the Executive as of the date of this Agreement described in the proviso of the prior sentence are approved. The Employee may affiliate with professional associationsExecutive shall not, business and civic organizations in support of his role as an officer directly or indirectly, without the approval of the CorporationBoard, provided that Employee’s involvement engage or become financially interested in such activities does not adversely affect any other business activity which, in the performance of his duties on behalf reasonable judgment of the Corporation or Board, conflicts with the Company or the reputation duties of the Corporation Executive hereunder, whether or Company. 4.2not such activity is pursued for gain, profit or pecuniary advantage. All funds, included but not limited to, premiums, commissions, fees The Company shall use its best efforts to cause the Executive to be a member of its Board during the term of the Executive’s employment hereunder and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall to cause him to be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received nominated by the Employee from Board for election as a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in director at every stockholders’ meeting held during the name of and on behalf of Corporation. 4.3. Except Executive’s employment hereunder at which his term as a director would otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its successexpire. The foregoing is Executive shall not intended be entitled to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee compensation for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except services as may be specifically provided herebya director.

Appears in 2 contracts

Samples: Employment Agreement (Digene Corp), Employment Agreement (Digene Corp)

Duties and Responsibilities. 4.1. So long (a) The Company hires the Assistant as he is employed hereundera Certified Surgical Assistant, Employee shall serve as President of C.S.A. The Assistant will have the Corporation during the Employment Term and shall have such responsibilities, normal duties and authority responsibilities of a Certified Surgical Assistant, C.S.A of a similarly sized company operating in its industry, as is customary for persons serving in similar officer positions and well as may those reasonably assigned to him from time to time be reasonably assigned by the respective Boards CEO, subject to the power of the EmployerCEO to expand or limit such duties and responsibilities. The Employee shall be responsible Assistant will report to the CEO and will devote his best efforts and his full business time and attention (except for implementing permitted vacation periods and reasonable periods of illness or other incapacity) to the policies of the Board of Directors business and affairs of the Company and its Subsidiaries and to the Board performance of Directors such duties as may be assigned to him from time to time by the CEO. The Assistant will perform his duties, responsibilities and functions on behalf of the Corporation, Company and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and to devote substantially all of his working time efficient manner and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, will not engage in any other business and civic organizations in support of his role as an officer of the Corporationactivity, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall Assistant will be invoiced permitted to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee engage in the name of and activities described on behalf of Corporation. 4.3. Except as otherwise provided herein, Exhibit A so long as Employee such activities do not interfere with Assistant’s obligations hereunder and in connection with such activities Assistant does not violate any of the terms of this Agreement. (b) The Assistant acknowledges his familiarity with the manner under which assignments are made, he/she agrees that the assignment of duties is employed hereunder, Employee shall faithfully execute, to strictly under the best of his ability, the duties guidelines set forth in Paragraphs 1 by the Company and 4 and devote his full attention and use his ability and influence are made to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee provide a suitable Assistant for the Corporation job and not based on any personal preferences, there is no set minimum of the number of hours or number of cases assigned to each Assistant. Surgeons’ preference and other considerations may affect the number of hours and/or cases allocated to each Assistant. (c) The Assistant acknowledges that he/she shall provide the services of Surgical Assistant under the direct supervision and instruction of the operating physician(s) and within the assignments relayed by the Company and communicated by the operating physician(s) and that at all times he/she is under the rules and regulations governing the standards of conduct and patient care in the clients’ facility as relayed to him/her by the Operating Room Supervisor or his/her representative. Breach of any of these limitations, and/or improper conduct will be grounds for immediate dismissal without recourse. (d) Scheduling cases for Assistants will be arranged by calling the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except Assistant as may be specifically provided herebysoon as the case is scheduled with the client institution.

Appears in 2 contracts

Samples: Surgical Assistant Agreement (American Surgical Holdings Inc), Surgical Assistant Agreement (American Surgical Holdings Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, a. Employee shall initially serve as President Chief Executive Officer ["CEO"] of the Corporation during Company. b. Subject to the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Board Company immediately prior to the execution of Directors this Agreement or as are customary to the office of the Corporation, Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the President Board of the Company and Chief Executive Officer others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business of the Company. In such capacity, and during the Term the Employee agrees to discharge that he will [i] devote his duties to the best of efforts and all his abilities skill and to devote substantially all of his working time and attention ability to the performance of his duties under this Agreement. The Employee may affiliate with hereunder; [ii] carry out his duties in a competent and professional associations, business manner; and civic organizations in support of his role as an officer [iii] generally promote the interests of the Corporation, provided that Employee’s involvement in such activities does Company. During the Term it shall not adversely affect the performance be a violation of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by this Agreement for the Employee from a client to serve on civic or purchaser shall be made payable charitable boards or committees, to Corporation perform speaking engagements, or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided hereinto manage his personal passive investments, so long as Employee is employed hereunder, Employee shall faithfully execute, to such activities [individually or collectively] do not interfere with the best performance of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict Employee's responsibilities as an employee of the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyCompany.

Appears in 2 contracts

Samples: Employment Agreement (Techprecision CORP), Employment Agreement (Lounsberry Holdings Ii Inc)

Duties and Responsibilities. 4.1(a) The Company hereby employs Executive and Executive hereby accepts employment, subject to the terms and conditions contained herein, during the Term, as Chief Executive Officer. So long as he is During the Term, Executive agrees to be employed hereunderby and devote substantially all of Executive’s business time and attention to the Company and the promotion of its interests and to use his best efforts to faithfully and diligently serve the Company; provided, Employee however, that, to the extent such activities do not significantly interfere with the performance of his duties, services and responsibilities under this Agreement, Executive shall be permitted to (i) manage his personal, financial and legal affairs, (ii) serve as President on civic or charitable boards and committees of such boards and (iii) to the extent approved by the Board pursuant to a duly authorized resolution of the Corporation Board, serve on corporate boards and committees of such boards; provided, further, that Executive (x) shall be permitted to continue to be engaged in, or provide services to, the businesses and activities set forth on Exhibit A, and (y) to the extent that such activities do not significantly interfere with the performance of his duties, services and responsibilities under this Agreement, shall be permitted to become engaged in, or provide services to, any other business or activity, whether as owner, partner, investor, consultant, agent, employee, co- venturer or otherwise, in which Xxxxxxx Xxxxx is permitted to become engaged in during the Employment Term and shall have Term, to the extent that Executive’s level of participation in such responsibilities, duties and authority as is customary for persons serving businesses or activities are consistent with Executive’s participation in similar officer positions and as may from time the businesses or activities set forth on Exhibit A prior to time be reasonably assigned by the respective Boards of the EmployerEffective Date. The Employee shall be responsible for implementing the policies of Executive will report solely to the Board of Directors of the Company (the “Board”). Executive will perform such lawful duties and responsibilities as are commensurate with Executive’s titles and positions and as are generally consistent with those exercised by Executive prior to the Effective Date, and such other duties and responsibilities commensurate with Executive’s titles and positions as may be reasonably requested by the Board of Directors of from time to time. Executive will have the Corporation, and shall report to the President and authority customarily exercised by an individual serving as Chief Executive Officer of a corporation of the size and nature of the Company and as is generally consistent with Executive’s authority prior to the Effective Date. During the Term, Executive shall serve as a member of the Board, and upon request shall serve as a director or an officer of one or more subsidiaries of the Company, or of an Affiliate of the Company. In such capacity, Employee agrees to discharge his duties to Executive shall not be compensated additionally in Executive’s capacity as a member of the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role Board or as an a director or officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf a subsidiary or Affiliate of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds(b) During the Term, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts Executive’s principal place of Employee employment shall be invoiced in the Company’s principal office in Manhattan, New York. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable extent reasonably necessary to Corporation or any insurance company it represents; fully perform Executive’s duties and all premiums shall be collected by Employee in the name of and on behalf of Corporationresponsibilities hereunder. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 2 contracts

Samples: Employment Agreement (Virtu Financial, Inc.), Employment Agreement (Virtu Financial, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder(a) During the Term, Employee the Executive shall serve as an Executive Vice President of the Corporation during the Employment Term Company and shall have also serve as the principal executive officer of Picture Vision Operating with such responsibilitiesresponsibility and status commensurate with such position and at least equivalent to that which the Executive currently holds with Picture Vision. During the Term, duties and authority as is customary for persons serving in similar officer positions and as may from time the Executive shall, subject to time be reasonably assigned by the respective Boards review of the Employer. The Employee shall be responsible for implementing Board of Directors regarding matters not involving day to day operations or not otherwise in the ordinary course of business, determine the policies for and have full control over the normal day to day operations of Picture Vision Operating, including, without limitation, the setting and granting of bonuses to employees within Picture Vision Operating. In so serving the Company and Picture Vision Operating the Executive shall report to the Board of Directors of the Company. (b) During the Term, the Executive shall also serve on the Board of Directors of the Company and shall serve on the Executive Advisory Committee, which shall be a committee comprised of the principal executive officers of each subsidiary or division which shall advise the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of on business matters affecting the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities including potential business ventures and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companyacquisitions. 4.2. All funds(c) The Executive shall, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, devote substantially all his business efforts to the affairs of the Company. Other business activities of the Executive shall not materially conflict with the terms of this Agreement. The Executive will (i) devote his best efforts, skill and ability to promote the Company's interests; (ii) carry out his duties in a competent and professional manner; (iii) work with other employees of his abilitythe Company in a competent and professional manner; and (iv) generally promote the best interests of the Company. Notwithstanding the foregoing, the duties Executive is permitted to engage in the activities set forth on SCHEDULE A hereto, and may engage in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its successadditional activities if such activities are approved by a majority of the Board of Directors, not including the Executive. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation After such approval SCHEDULE A shall be amended to include such activities. (d) The Executive's principal place of employment shall be at the sole property principal offices of Corporation the Company (and Employee such locations to which such principal office shall have no right be relocated) subject to share in any commission resulting from such business, except as may be specifically provided herebyreasonable travel requirements on behalf of the Company.

Appears in 2 contracts

Samples: Employment Agreement (Paradise Music & Entertainment Inc), Employment Agreement (Paradise Music & Entertainment Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President (a) The duties and responsibilities of the Corporation during Executive shall be of an executive nature as shall be required by the Employment Term Employer in the conduct of its business. The Executive’s powers and authority shall be as prescribed by the by-laws of the Employer, if applicable, and shall have include all those presently delegated to the Executive, together with the performance of such responsibilities, other duties and authority responsibilities as is customary for persons serving in similar officer positions and as the Chief Executive Officer of the Employer may from time to time be reasonably assigned by assign to the respective Boards of Executive not inconsistent with the Executive’s position(s) with the Employer. The Employee shall be responsible for implementing Executive recognizes, that during the policies period of the Board Executive’s employment hereunder, the Executive owes an undivided duty of Directors of loyalty to the Company and the Board of Directors of the CorporationEmployer, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to devote the best of his abilities and to devote substantially all of his working Executive’s entire business time and attention to the performance of said duties and responsibilities and to use the Executive’s best efforts to promote and develop the business of the Employer. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Employer and the goodwill pertaining thereto, the Executive shall perform his duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Employer and the industry from time to time, including the Employer’s Corporate Code of Ethics. The Executive will not perform any duties for any other business without the prior written consent of the Employer, but may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of the Executive’s duties under this Agreement. The Employee may affiliate with professional associationsDuring the period of employment, business and civic organizations in support the Executive agrees to serve as a director on the Board of his role as an officer Directors of the CorporationEmployer and/or the board of directors or managers, provided as applicable, of any of its subsidiaries and affiliates, as well as to serve as a member of any committee of any said boards, to which the Executive may be elected or appointed. (b) Notwithstanding that Employeethis Agreement provides for the employment of the Executive in the Executive’s involvement capacity as the Managing Director and Chief Credit Officer of the Subsidiary, nothing herein contained shall assure the Executive of, nor in any manner shall be construed to constitute an agreement by the Employer to the, continued employment of the Executive after the expiration or termination of this Agreement in such activities does not adversely affect the performance of his duties on behalf of the Corporation capacity or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyother capacity.

Appears in 2 contracts

Samples: Executive Employment Agreement, Executive Employment Agreement (Privatebancorp Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President (a) The duties and responsibilities of the Corporation during Executive shall be of an executive nature as shall be required by the Employment Term Employer in the conduct of its business. The Executive’s powers and authority shall be as prescribed by the bylaws of the Employer, if applicable, and shall have include all those presently delegated to the Executive, together with the performance of such responsibilities, other duties and authority responsibilities as is customary for persons serving in similar officer positions and as the Chairman of the Employer may from time to time be reasonably assigned by assign to the respective Boards Executive not inconsistent with the Executive’s position(s) with the Employer. The Executive recognizes, that during the period of the Executive’s employment hereunder, the Executive owes an undivided duty of loyalty to the Employer, and agrees to devote the Executive’s entire business time and attention to the performance of said duties and responsibilities and to use the Executive’s best efforts to promote and develop the business of the Employer. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Employer and the goodwill pertaining thereto, the Executive shall perform his duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Employer and the industry from time to time. The Employee shall be responsible Executive will not perform any duties for implementing any other business without the policies prior written consent of the Employer, but may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of the Executive’s duties under this Agreement. During the period of employment, the Executive agrees to serve as a director on the Board of Directors of the Company Employer and/or the board of directors or managers, as applicable, of any of its subsidiaries and affiliates, as well as to serve as a member of any committee of any said boards, to which the Board of Directors Executive may be elected or appointed. (b) Notwithstanding that this Agreement provides for the employment of the Corporation, and shall report to Executive in the Executive’s capacity as the President and Chief Executive Officer of the Company. In such capacityBank, Employee agrees nothing herein contained shall assure the Executive of, nor in any manner shall be construed to discharge his duties constitute an agreement by the Employer to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer continued employment of the Corporation, provided that Employee’s involvement Executive after the expiration or termination of this Agreement in such activities does not adversely affect the performance of his duties on behalf of the Corporation capacity or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyother capacity.

Appears in 2 contracts

Samples: Executive Employment Agreement (Mutual Federal Bancorp, Inc.), Executive Employment Agreement (Mutual Federal Bancorp, Inc.)

Duties and Responsibilities. 4.1(a) The duties and responsibilities of Executive shall be of an executive nature as shall be required by the Employer in the conduct of its business. So long Executive’s powers and authority shall be as he is employed hereunder, Employee shall serve as President may be prescribed by the By-laws of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions Employer and as may be delegated to Executive, together with the performance of such other duties and responsibilities as from time to time may be reasonably assigned by to Executive consistent with Executive’s position(s). Executive recognizes that during the respective Boards period of employment hereunder, Executive owes an undivided duty of loyalty to the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge devote his duties to the best of his abilities and to devote substantially all of his working entire business time and attention to the performance of said duties and responsibilities. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Employer and the goodwill pertaining thereto, the Executive shall perform the duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Employer and the industry from time to time, including the Employer’s Corporate Code of Ethics and Standards of Conduct and, if applicable, Code of Ethics for Senior Financial Officers. Executive will not perform any duties for any other business without the prior written consent of the Employer, and may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of his duties under this Agreement. The Employee may affiliate with professional associationsDuring the period of employment, business and civic organizations in support Executive agrees to serve without additional compensation as a director on the board of his role as an officer directors of the CorporationEmployer, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation to which Executive may be elected or the Company or the reputation of the Corporation or Companyappointed. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced (b) Notwithstanding anything herein to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received contrary, Executive’s employment may be terminated by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided hereinEmployer, so long as Employee is employed hereunder, Employee shall faithfully execute, subject to the best terms and conditions of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebythis Agreement.

Appears in 2 contracts

Samples: Employment Agreement (First Midwest Bancorp Inc), Employment Agreement (First Midwest Bancorp Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President of the Corporation during (i) During the Employment Term and Term, the Executive shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working business time and attention to the performance of his duties hereunder, shall faithfully serve the Company and shall have no other employment which is undisclosed to the Company or which conflicts with his duties under this Agreement; provided, that, nothing contained herein shall prohibit the Executive from (A) devoting time as he determines in good faith to be necessary or appropriate to fulfil his duties to Colony Capital Holdings, LLC and its affiliates (“CCHLLC Duties”), (B) participating in trade associations or industry organizations, (C) engaging in charitable, civic, educational or political activities, (D) delivering lectures or fulfilling speaking engagements, (E) engaging in personal investment activities and personal real estate-related activities for himself and his family or (F) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of the Executive’s duties to the Company under this Agreement. The Employee may affiliate Company hereby acknowledges and approves the current activities of the Executive as set forth on Schedule 1 hereto, each of which shall be deemed a Personal Activity. Notwithstanding the foregoing, to the extent that the Personal Activities include the Executive providing services to any for-profit company (excluding CC and CFI, and any subsidiaries or portfolio companies thereof) as a member of such company’s board of directors, only two such directorships shall be permitted as a Personal Activity. (ii) In serving in his capacity as the Executive Chairman of CFI during the Employment Term, the Executive shall (A) perform such duties and provide such services as are reasonably consistent with professional associations, business and civic organizations those provided by the Executive to CFI in support of his role as an officer its Executive Chairman prior to the Effective Date and (B) provide such other duties as are consistent with his role as Executive Chairman of CFI, as reasonably requested from time to time by the Board. (iii) The parties acknowledge and agree that all of the Corporation, compensation and benefits provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received Executive hereunder will be in respect of services performed by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee Executive for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyOperating Entity.

Appears in 2 contracts

Samples: Employment Agreement (Colony Capital, Inc.), Employment Agreement (Colony Financial, Inc.)

Duties and Responsibilities. 4.12.1. So long During the term of service, the Director will: (i) perform all such duties and exercise all such powers as he is employed hereunder, Employee shall serve as President are lawfully and properly assigned to him/her from time to time by the board of directors of the Corporation during Company (the Employment Term “Board”), whether such duties or powers relate to the Company or any member of the Group; (ii) comply with all directions lawfully and properly given to him/her by the Board; (iii) use his/her best endeavours to protect and promote the interests of the Company; (iv) devote sufficient time, attention, skill and ability to discharge the duties of his/her office as a non-executive director of the Company; and (v) comply with the requirements of the Listing Rules (including but not limited to the provisions relating to directors set out in Chapter 3 of the Listing Rules and the provisions of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules), the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”) and the director’s duties under common law as well as the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), and the Companies Act (As Revised) of the Cayman Islands (Cap. 22 (Law 3 of 1961)) and all applicable laws and regulatory requirements. 2.2. The Board may request the Director’s service at certain committees under the Board and/or may request for the Director’s assistance in other areas for the Company. 2.3. The Director shall have disclose to the Company all other directorships and other (direct or indirect) interests, employment, consultancies or associations held by him/her, including all interests in the shares of the Company as may be required to be disclosed by the Director under the Listing Rules, SFO and other applicable laws and regulations, and all interests in any business or activities which would or is likely to cause the Director to be in conflict of interest with the Group. The Director shall also keep the Board informed on a continuing basis of all changes to such responsibilities, duties and authority arrangements. 2.4. The Director agrees to work at such location as is customary for persons serving in similar officer positions and as the Board may from time to time be reasonably assigned require the Director to base, and to attend board meetings at such location as notified by the respective Boards of the EmployerCompany from time to time. 2.5. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and Director shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or CompanyBoard directly. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 2 contracts

Samples: Executive Director Service Agreement, Executive Director Service Agreement

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving functions of principal executive officer in similar officer positions and as may from time to time be reasonably assigned by the respective Boards charge of a significant segment of the EmployerCompany's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. The Employee Executive shall be responsible for implementing report to the policies President of the Company, and subject to the directions of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to Milgray and/or the President and Chief Executive Officer of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. In Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such capacitybusiness, Employee agrees or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to discharge his duties to the best accept job responsibilities in an area outside of his abilities current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote substantially all of his working full business time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement Company and Milgray and shall not be engaged in such activities does not adversely affect any other duties which interfere with the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2hereunder. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee Executive shall be invoiced entitled to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable an office, secretarial help and other accommodations and amenities comparable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporationthose Executive presently has at Milgray. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 2 contracts

Samples: Merger Agreement (Bell Industries Inc), Employment Agreement (Bell Industries Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunderIn the Employment, the Employee shall serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall will be responsible for implementing the policies [INSERT] of the Board Company, and other responsibilities that are customary for a [INSERT TITLE] of Directors of a company that is similar to the Company. The Employee’s duties at the Company and the Board of Directors of the Corporationmay be adjusted, and shall report to will also include other relevant duties and jobs at the President and Company or any of its subsidiaries as may be assigned, by the Company’s board of directors (the “Board”) or the Chairman or Chief Executive Officer of the CompanyCompany from time to time. In such capacitySubsidiaries of the Company as used in this Agreement include those entities controlled by the Company from time to time, through ownership of equity interest, by contract or otherwise. The Employee agrees to discharge his duties to the best of his abilities and to shall devote substantially all of his or her working time time, attention and attention skills to the performance of his or her duties under of the Employment, and shall faithfully and diligently serve the Company and its applicable subsidiaries in accordance with this Agreement, the guidelines, policies and procedures of the Company and its applicable subsidiaries as approved from time to time by the Board and applicable laws and regulations. The Employee may affiliate with professional associationsshall use his or her best endeavor to perform the duties hereunder. The Employee shall not, business and civic organizations in support of his role as an officer without the prior consent of the CorporationBoard, become an employee or consultant of, or otherwise provide services to, any entity other than the Company and any subsidiary of the Company, and shall not be concerned or interested in any other business that directly or indirectly competes with that carried on by the Company and its subsidiaries. Notwithstanding the foregoing, nothing in this clause shall preclude the Employee from holding or being otherwise interested in not more than 1% of the total issued shares or other securities of such companies that are either listed on any securities exchange or recognized securities market anywhere or by means of private investment into any company whose business are not competing directly or indirectly with that if the Company and its subsidiaries, provided that Employee’s involvement the Employee shall notify the Company in writing of his or her existing interest in such activities does not adversely affect the performance of his duties on behalf of the Corporation shares or securities in a timely manner and with such details and particulars as the Company may reasonably require, provided further that before the Employee obtains such additional interest or such additional shares, the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to first notify the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by Company in writing and with such details and particulars as the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of CorporationCompany may reasonably require. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 2 contracts

Samples: Employment Agreement (Sky Solar Holdings, Ltd.), Employment Agreement (Sky Power Holdings Ltd.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee 2.1 The Executive shall serve the Company as an executive officer in the position of President and Chief Executive Officer. 2.2 The Executive shall report to the Board and shall undertake and perform the following duties and responsibilities: (a) actively engage with the Board to ensure that the initiatives of the Corporation during management team are aligned with the Employment Term strategic direction and shall objectives for the Company that have been established by the Board; (b) provide overall direction for the Company in order for it to implement agreed strategies in order to meet Company goals and objectives; (c) provide shareholder and investor communication and manage key investment banking and institutional relationships; (d) make decisions in line with organizational goals, leading to desired results, and will be responsible and accountable for results; (e) create and sustain the organizational culture and environment needed to achieve objectives and results and recruit and retain a high performance operating team; (f) oversee the management and administration of the Company; and (g) such responsibilities, other duties and authority as is customary for persons serving in similar officer positions and responsibilities as may be assigned or vested in him by the Board from time to time be reasonably assigned by and which are consistent with the respective Boards duties and responsibilities of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the a President and Chief Executive Officer Officer. 2.3 The Executive agrees, during the continuance of his employment, to devote his entire working time, services, skill and ability to such employment and to serve at all times with loyalty and honesty in the best interests of the Company. In such capacityThe Executive acknowledges that the position of President and CEO will involve significant travel for business development and for investor relations. Subject to this Section 2.3, Employee agrees to discharge his duties to the best Executive may engage in other activities for any charitable or other non-profit institution and may accept External Directorships. For the purposes of his abilities and to devote substantially all this Section 2.3, “External Directorships” shall mean any board of his working time and attention to the performance of his duties under this Agreementdirectors, advisory board or counsel for a for-profit organization. The Employee Executive may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, assume External Directorships provided that Employee’s involvement (i) such External Directorships shall comply with the non-competition provisions contained in Article 7; and (ii) such activities does External Directorships do not materially and adversely affect the performance of Executives ability to perform his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companyfunctions in accordance with this Agreement. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Executive Employment Agreement (Sonic Technology Solutions Inc.)

Duties and Responsibilities. 4.1The Executive will serve the Employer diligently and faithfully in the performance of his duties as Chief Executive Officer. So long The Executive's duties and responsibilities will include but are not limited to: (a) performance of such duties and functions commonly within the scope and duties of a Chief Executive Officer of a company such as he is employed hereunderthe Employer and such other duties and functions as may be reasonably assigned or delegated to the Executive from time to time by the Board. (b) furnishing to the Board in a timely manner all such information, Employee shall serve as President reports, disclosures, assistance and explanations in respect of the Corporation during business and affairs of the Employment Term and shall have such responsibilities, duties and authority Employer as is customary for persons serving in similar officer positions and as the Board may from time to time be reasonably assigned require; (c) abiding by such policies and directives that the respective Boards Employer may, from time to time, make and institute relating to the operation and business of the Employer (and the Executive recognizes, accepts and agrees that the Employer may make and institute such policies from time to time); and (d) doing all that is reasonably within his power to promote, develop and extend the operations and favourable reputation of the Employer. The Employee shall be responsible for implementing the policies of Executive will report directly to the Board of Directors Directors. The Executive will carry out his duties and responsibilities in a good and faithful manner, using his best efforts to advance the interests of the Company Employer and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties promote its interests in all things to the best of his abilities ability and judgment. The Executive agrees to devote substantially all of his working full-time efforts, skill, attention, and attention energies to the performance of his duties of employment under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does the Executive will not adversely affect be precluded from sitting on boards of directors or acting as a consultant for companies that are not competitive with the performance of his duties on behalf Employer. As a result of the Corporation Executive's position as Chief Executive Officer, the Executive is subject to ixxxxxx xxxxxxx regulations and restrictions and is required to file insider reports disclosing the acquisition or the Company or the reputation disposition of any securities of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees Employer including the grant of any options and charges on all insurance and all other financial services and products business transacted through the efforts acquisition of Employee shall be invoiced to Common Shares issuable upon the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its successexercise thereof. The foregoing Employer may from time to time publish trading guidelines and restrictions for its employees, officers and directors as are considered, in its discretion, prudent and necessary for a publicly listed company. It is not intended to restrict a term of employment that the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation Executive comply with such regulations, guidelines and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyrestrictions.

Appears in 1 contract

Samples: Executive Employment Agreement (Cool Holdings, Inc.)

Duties and Responsibilities. 4.1The Company does hereby employ Executive and Executive hereby accepts such employment as Vice President--Operations. So long as he is employed hereunder, Employee shall serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and Executive shall report to the President of the Company, and Chief subject to the directions of the President, shall be responsible for performing functions similar to the functions presently performed by Executive Officer at the Company, including supervision of physical handling of inventory, management of security, quality and efficiency of the Company's warehouses, purchasing of supplies and equipment (other than computer equipment) and maintenance and repair of facilities; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as Vice President--Operations of the Company. In Notwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Guarantor plans to investigate combining its existing distribution business, or segments thereof, with those of the Company, and where feasible or practicable, to combine such capacitybusiness, Employee agrees or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's 130 responsibilities (but not Executive's job title), but in no event will Executive be required to discharge his duties to the best accept job responsibilities in an area outside of his abilities current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company and/or the Guarantor with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company or the Guarantor. During the term of this Agreement, Executive shall devote substantially all of his working full business time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement Company and shall not be engaged in such activities does not adversely affect any other duties which interfere with the performance of his duties on behalf of hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Merger Agreement (Bell Industries Inc)

Duties and Responsibilities. 4.1. So long (i) During the Employment Period, (A) subject to Section 1(b)(ii) below, Executive will continue to perform his duties as he is employed hereunder, Employee shall serve as President Chief Financial Officer of the Corporation during the Employment Term and shall have such responsibilitiesCompany, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned consistent with past practices, unless otherwise requested by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of Chief Executive Officer or the Board of Directors of the Company and (the Board of Directors “Board”), (B) use his reasonable best efforts to advance the interests of the Corporation, Company and shall report facilitate the successful transition of his responsibilities to the President and individual who succeeds him as Chief Financial Officer in whatever reasonable capacity may be requested by the Chief Executive Officer or the Board, consistent with his position as Chief Financial Officer or his position as Special Advisor (as defined in Section 1(b)(ii) below), as the case may be, and (C) communicate a mutually agreed upon message regarding the transition consistent with the Board’s direction to key employees, investors, analysts, customers, suppliers, and other relevant third parties. Executive shall be subject to and comply with the policies and procedures generally applicable to employees of the Company. In such capacity, Employee agrees to discharge his duties Company to the best extent the same are not inconsistent with any term of his abilities this Agreement. (ii) In the event Executive’s successor as Chief Financial Officer of the Company commences employment with the Company during the Employment Period and to devote substantially all of his working time and attention prior to the performance Transition Date, then, as of his duties under this Agreement. The Employee may affiliate with professional associationssuch Role Conversion Date, business Executive shall automatically cease to serve as Chief Financial Officer of the Company and, during the period beginning on the Role Conversion Date and civic organizations in support of his role ending on the Transition Date, Executive shall serve as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or employee advisor to the Company or with the reputation title of “Special Advisor”. During the Corporation or Company. 4.2. All fundsperiod in which Executive serves as Special Advisor, included but not limited to, premiums, commissions, fees the salary and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall benefits Executive is eligible to receive will be invoiced identical to those he was receiving as Chief Financial Officer immediately prior to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by Role Conversion Date pursuant to Section 1(d) shall continue in effect until the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of CorporationTransition Date. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Transition Agreement (fuboTV Inc. /FL)

Duties and Responsibilities. 4.1The Company does hereby employ, engage, and hire the Employee in the capacity of Chief Executive Officer, and the Employee does hereby accept and agree to such hiring, engagement and employment. So long as he is employed hereunder, Employee shall serve as President of the Corporation The Employee's duties and responsibilities during the Employment Term Period (as that term is defined in Section 2(b) below) shall be such duties as the Company's Board of Directors shall from time-to-time prescribe, including, but not limited to: (a) Set direction and provide oversight for the Company's President; (b) Provide oversight of the payment of all costs and expenses associated with the operations of the Company's business; (c) Negotiate all business and financial transactions, including, but not limited to, investment banking agreements, secondary stock offerings and private placement transactions; (d) Pursue possibilities for joint venture agreements and new business development opportunities; (e) Review and approve operational budgets for the Company; and (f) Direct and lead activities associated with stock analysts, brokers and institutional investors. In addition, the Company's Board of Directors, in its sole and absolute discretion, shall have such responsibilities, direct the Employee's duties and authority responsibilities and may assign or reassign the Employee to such duties, obligations, responsibilities or positions as is customary for persons serving it deems in similar officer positions the Company's best interest and as may from time to time be reasonably assigned by in the respective Boards best interest of the Employerits shareholders. The Employee shall be responsible for implementing will devote the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best majority of his abilities and to devote substantially all of his working business time and attention to the performance of his duties under this Agreementand responsibilities to the Company hereunder, reasonable vacations authorized by the Company's Board of Directors and reasonable absences because of illness excepted. The Furthermore, the Employee may affiliate with professional associations, business will exercise due diligence and civic organizations care in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or and responsibilities to the Company or the reputation of the Corporation or Companyunder this Agreement. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment and Non Competition Agreement (Biomune Systems Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President of the Corporation during (i) During the Employment Term Term, the Executive shall devote his full business time (excepting vacation time, holidays, sick days and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards periods of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time disability) and attention to the performance of his duties hereunder, shall faithfully serve the Company and shall have no other employment which is undisclosed to the Company or which conflicts with his duties under this Agreement; provided, that, nothing contained herein shall prohibit the Executive from (A) participating in trade associations or industry organizations, (B) engaging in charitable, civic, educational or political activities, (C) delivering lectures or fulfilling speaking engagements, (D) engaging in personal investment activities and personal real estate-related activities for himself and his family or (E) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of the Executive’s duties to the Company under this Agreement. The Employee may affiliate Company hereby acknowledges and approves the current activities of the Executive as set forth on Schedule 1 hereto, each of which shall be deemed a Personal Activity. Notwithstanding the foregoing, to the extent that the Personal Activities include the Executive providing services to any for-profit company (excluding Colony Capital, LLC and CLNY, and any subsidiaries or portfolio companies thereof) as a member of such company’s board of directors, only two such directorships shall be permitted as a Personal Activity. (ii) In serving in his capacity as the Managing Director, Chief Accounting Officer of CLNY during the Employment Term, the Executive shall (A) perform such duties and provide such services as are reasonably consistent with professional associations, business and civic organizations those provided by the Executive to CLNY in support of his role as an officer its Managing Director, Chief Accounting Officer prior to the Effective Date and (B) provide such other duties as are consistent with his role as Managing Director, Chief Accounting Officer of CLNY, as reasonably requested from time to time by the Board or the Chief Financial Officer. (iii) The parties acknowledge and agree that all of the Corporation, compensation and benefits provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received Executive hereunder will be in respect of services performed by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee Executive for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyOperating Entity.

Appears in 1 contract

Samples: Employment Agreement (Colony Capital, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President of the Corporation during (i) During the Employment Term Term, the Executive shall devote his full business time (excepting vacation time, holidays, sick days and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards periods of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time disability) and attention to the performance of his duties hereunder, shall faithfully serve the Company and shall have no other employment which is undisclosed to the Company or which conflicts with his duties under this Agreement; provided that nothing contained herein shall prohibit the Executive from (A) participating in trade associations or industry organizations, (B) engaging in charitable, civic, educational or political activities, (C) delivering lectures or fulfilling speaking engagements, (D) engaging in personal investment activities and personal real estate-related activities for himself and his family or (E) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of the Executive’s duties to the Company under this Agreement. The Employee may affiliate with professional associationsNotwithstanding the foregoing, business and civic organizations in support of his role as an officer to the extent that the Personal Activities include the Executive providing services to any for-profit company (excluding any member of the CorporationCompany) as a member of such company’s board of directors, provided that Employee’s involvement only two such directorships shall be permitted as a Personal Activity. (ii) During the Employment Term, in serving in his capacity as set forth above, the Executive shall (A) perform such activities does not adversely affect duties and provide such services as are usual and customary for such position, and (B) provide such other duties as are consistent with such role, as reasonably requested from time to time by the performance of his duties on behalf Board. Without limiting the generality of the Corporation or foregoing, the Executive will (1) manage the day-to-day operations of BRSP and have the senior officers of the Company (CFO, COO, CIO, CCO, GC, AM and CAO, as applicable) (the “BRSP Senior Management Team”) report to him or his designee, (2) be the reputation chairman of the Corporation BRSP credit and investment committees, (3) subject to the consent of the Board or compensation committee thereof, where applicable, hiring of and compensation decisions with respect to the BRSP Senior Management Team members, (4) veto the hiring of, and discretion over compensation with respect to, all other employees of the Company, and (5) consent and input over the hiring of advisors, bankers and third-party consultants for, and capital market and corporate finance decisions with respect to, the Company. 4.2. All funds, included but not limited to, premiums, commissions, fees (iii) The parties acknowledge and charges on agree that all insurance of the compensation and all other financial services and products business transacted through the efforts of Employee shall be invoiced benefits provided to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received Executive hereunder will be in respect of services performed by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of CorporationExecutive for BRSP. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (BrightSpire Capital, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President of (a) The Executive’s duties at the Corporation during Company will include all the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving responsibilities associated with a Chief Executive Officer of a U.S. listed public company with primary operations in similar officer positions and as may from time to time be reasonably assigned by the respective Boards People’s Republic of the EmployerChina. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and As Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties the Executive shall be primarily responsible for overseeing the implementation of the Company’s business strategy, as well as all tasks and responsibilities normally associated with the offices of Chief Executive Officer of a trucking services provider of similar size and nature to the best Company. During the term of his abilities Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the Company’s Chief Executive Officer. (b) The Executive shall devote substantially all of his Executive’s working time time, attention and attention skills to the performance of his Executive’s duties under to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the memorandum and articles of association of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use Executive’s best efforts to perform Executive’s duties hereunder. The Employee may affiliate with professional associationsExecutive shall not, business and civic organizations in support of his role as an officer without the prior written consent of the CorporationBoard, become an employee of any entity other than the Company and any member of the Group, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that Employeenothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of Executive’s involvement interest in such activities does not adversely affect securities in a timely manner and with such details and particulars as the performance of his duties on behalf Company may reasonably require. (d) The Executive acknowledges the Executive’s and the Company’s public reporting obligations associated with the Executive’s position of the Corporation or Company under applicable securities laws, rules and regulations, and the Executive shall use the Executive’s efforts to comply with all such reporting obligations that are Executive’s personal responsibility; provided that the Company or agrees to provide the reputation of Executive with assistance and support with respect to all such filings (including making such filings on the Corporation or CompanyExecutive’s behalf). 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Top KingWin LTD)

Duties and Responsibilities. 4.1. So long as he is (a) During the Term, Executive agrees to be employed hereunder, Employee shall serve as President and devote substantially all of Executive’s business time and efforts to the Corporation during Company and the Employment Term promotion of its interests and shall have such responsibilities, the performance of Executive’s duties and authority responsibilities hereunder as is customary for persons serving in similar officer positions Executive Vice President, General Counsel and Corporate Secretary, upon the terms and conditions of this Agreement. Executive shall perform such lawful duties and responsibilities as may directed from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and (the Board of Directors of “Board”) or the Corporation, and shall report to the President and Chief Executive Officer of the Company (“CEO”) that are customary for an Executive Vice President, General Counsel and Corporate Secretary of a corporation of the size and nature of the Company. In such capacity. (b) During the Term, Employee agrees to discharge his duties Executive shall report directly to the CEO. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). (c) During the Term, Executive shall use Executive’s best of his abilities efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder; provided, however, Executive may manage Executive’s personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to devote substantially all of his working time and attention to the extent that such activities do not interfere with the performance of his Executive’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall not be permitted to be a member of the board of directors of any company, in any case without the consent of the Company (for all purposes under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer any required consent of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf Company shall be evidenced by a duly authorized resolution of the Corporation or the Company or the reputation of the Corporation or CompanyBoard). 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Hemisphere Media Group, Inc.)

Duties and Responsibilities. 4.1. So long The Company hereby agrees to continue Executive’s employment as he is employed hereunder, Employee shall serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee Company and Executive agrees to discharge his duties such continued employment upon the terms and subject to the best conditions set forth herein. During the Initial Term and each Additional Term (collectively, the “Term”), the Executive shall perform and possess the functions, duties, powers and responsibilities of the type customarily possessed and performed by persons serving as President and Chief Executive Officer of businesses of similar size and nature and the Executive shall also have such other functions, duties, powers and responsibilities as the Board may from time to time assign to the Executive, so long as such functions, duties, powers and responsibilities are consistent with the functions, duties, powers and responsibilities of a Chief Executive Officer of an entity of similar size and nature. Executive agrees, subject to his abilities election or appointment and without additional compensation, to serve during the Term in such additional offices of comparable stature, duty, power and responsibility in the Company’s subsidiaries as requested by the Board. Executive shall report solely and directly to the Board. During the Term, Executive shall devote substantially all of his working business time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business hereunder (vacations and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees absences due to illness excluded) faithfully and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 abilities and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is shall not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share engage in any commission resulting from such other business, except as may be specifically provided herebyprofession or occupation for compensation or otherwise which would conflict with the rendition of such services, without the prior written consent of the Board. Executive agrees to comply with (i) all laws, rules and regulations, and all requirements of all regulatory, self-regulatory, and administrative bodies, in each case applicable to the Company’s business; (ii) the Company’s promulgated rules, procedures, policies, and requirements; and (iii) lawful directions furnished to Executive by the Board.

Appears in 1 contract

Samples: Employment Agreement (Ministry Partners Investment Company, LLC)

Duties and Responsibilities. 4.1. So long as he is (a) During the Term, Executive agrees to be employed hereunder, Employee shall serve as President and devote substantially all of Executive’s business time and efforts to the Corporation during Company and the Employment Term promotion of its interests and shall have such responsibilities, the performance of Executive’s duties and authority responsibilities hereunder as is customary for persons serving Chief Financial Officer, upon the terms and conditions of this Agreement and commensurate with similar duties of a chief financial officer of a similarly sized company in a similar officer positions line of business as the Company. Executive shall perform such lawful duties and responsibilities as may directed from time to time be reasonably assigned by the respective Boards Chief Executive Officer of the Employer. The Employee shall be responsible for implementing the policies of Company (“CEO”), or the Board of Directors of the Company (the “Board”) that are customary for a Chief Financial Officer. (b) During the Term, Executive shall report directly to the CEO or his/her designee, or in the absence thereof the Board. Executive acknowledges that Executive’s duties and responsibilities may require Executive to travel on business to the Board extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises or working from his home (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of Directors absence). The Executive may serve as an officer and director of subsidiaries and affiliates, but shall not be entitled to any additional compensation for such service while employed by the Company. (c) During the Term, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder; provided, however, Executive may manage Executive’s personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to the extent that such activities do not interfere with the performance of Executive’s duties hereunder, and are not in conflict with the business interests of the CorporationCompany or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall report not be permitted to be a member of the President and Chief Executive Officer board of directors of any company without the prior consent of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Infrastructure & Energy Alternatives, Inc.)

Duties and Responsibilities. 4.1(a) The Executive’s duties at the Company will include all the duties and responsibilities associated with a CFO of a U.S. listed public company with primary operations in the People’s Republic of China. So As CFO of the Company, the Executive shall be primarily responsible for financial management, as well as all tasks and responsibilities normally associated with the offices of CFO of an online education and technology service provider of similar size and nature to the Company. During the term of Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as he is employed hereunder, Employee shall serve as President such duties and responsibilities are consistent with those of the Corporation during Company’s Articles of Association. (b) The Executive shall devote all of Executive’s working time, attention and skills to the Employment Term performance of Executive’s duties to the Company and the Group and shall have such responsibilitiesfaithfully and diligently serve the Company and the Group in accordance with this Agreement, duties the memorandum and authority articles of association of the Company, as is customary for persons serving in similar officer positions amended and as may restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time be reasonably assigned by the respective Boards Board. (c) The Executive shall use Executive’s best efforts to perform Executive’s duties hereunder. The Executive shall not, without the prior written consent of the EmployerBoard, become an employee of any entity other than the Company and any member of the Group, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Employee Executive shall be responsible for implementing notify the policies Company in writing of Executive’s interest in such securities in a timely manner and with such details and particulars as the Board of Directors Company may reasonably require. (d) The Executive acknowledges the Executive’s and the Company’s public reporting obligations associated with the Executive’s position of the Company under applicable securities laws, rules and regulations, and the Board of Directors of Executive shall use the Corporation, and shall report Executive’s efforts to comply with all such reporting obligations that are Executive’s personal responsibility; provided that the President and Chief Executive Officer of the Company. In such capacity, Employee Company agrees to discharge his duties provide the Executive with assistance and support with respect to all such filings (including making such filings on the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that EmployeeExecutive’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companybehalf). 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Skillful Craftsman Education Technology LTD)

Duties and Responsibilities. 4.1. So long as he is (a) Executive agrees to be employed hereunder, Employee shall serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of Company and be actively engaged in the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors business and activities of the Company and its Affiliates during the Board of Directors Employment Period. During the Employment Period, Executive agrees to use his reasonable best efforts to ensure that the business and activities of the CorporationCompany and its Affiliates are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall be employed on a full-time basis hereunder with the title Chief Legal Officer of the Company with such duties and responsibilities as assigned from time-to-time by the Company. Executive shall have the authority and powers customarily associated with such position or provided under applicable law and shall report directly to the President and Chief Executive Officer of the Company and, where required under applicable law, code or rules of professional conduct, or listing rules (collectively and separately a “Professional Obligation”), to the Company’s Board of Directors, the Board committee with appropriate jurisdiction, or the lead independent director. In such capacity, Employee Executive agrees to discharge his duties cooperate with reasonable requests of the Company to provide services to the Company’s Affiliates in accordance with Company policies, including as a director or corporate secretary of such Affiliates, without additional compensation. (b) During the Employment Period, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Employment Period, Executive shall not (i) be permitted to become employed by or render services for any Person other than the Company and its Affiliates, (ii) be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Company, or (iii) be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that, subject to Section 7, nothing herein shall preclude Executive from engaging in charitable, educational, professional organization or community affairs (including pro xxxx or court-assigned legal services pursuant to his abilities Professional Obligation) and managing his personal investments to devote substantially all of his working time and attention to the extent that such other activities do not conflict in any material way with the performance of his Executive’s duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companyhereunder. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Hc2 Holdings, Inc.)

Duties and Responsibilities. 4.1. So long as he is (a) During the Term, Executive agrees to be employed hereunder, Employee shall serve as President and devote substantially all of Executive’s business time and efforts to the Corporation during Company and the Employment Term promotion of its interests and shall have such responsibilities, the performance of Executive’s duties and authority responsibilities hereunder as is customary for persons serving in similar officer positions General Counsel and Corporate Secretary, upon the terms and conditions of this Agreement. Executive shall perform such lawful duties and responsibilities as may directed from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and (the Board of Directors of “Board”) or the Corporation, and shall report to the President and Chief Executive Officer of the Company (“CEO”) that are customary for a General Counsel and Corporate Secretary of a corporation of the size and nature of the Company. In such capacity. (b) During the Term, Employee agrees to discharge his duties Executive shall report directly to the CEO or the CEO’s designee. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). (c) During the Term, Executive shall use Executive’s best of his abilities efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder; provided, however, Executive may manage Executive’s personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to devote substantially all of his working time and attention to the extent that such activities do not interfere with the performance of his Executive’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall not be permitted to be a member of the board of directors of any company, in any case without the consent of the Company (for all purposes under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer any required consent of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf Company shall be evidenced by a duly authorized resolution of the Corporation or the Company or the reputation of the Corporation or CompanyBoard). 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Hemisphere Media Group, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President of the Corporation during (i) During the Employment Term Term, the Executive shall devote his full business time (excepting vacation time, holidays, sick days and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards periods of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time disability) and attention to the performance of his duties hereunder, shall faithfully serve the Company and shall have no other employment which is undisclosed to the Company or which conflicts with his duties under this Agreement; provided, that, nothing contained herein shall prohibit the Executive from (A) participating in trade associations or industry organizations, (B) engaging in charitable, civic, educational or political activities, (C) delivering lectures or fulfilling speaking engagements, (D) engaging in personal investment activities and personal real estate-related activities for himself and his family or (E) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of the Executive’s duties to the Company under this Agreement. The Employee may affiliate Company hereby acknowledges and approves the current activities of the Executive as set forth on Schedule 1 hereto, each of which shall be deemed a Personal Activity. Notwithstanding the foregoing, to the extent that the Personal Activities include the Executive providing services to any for-profit company (excluding CC and CFI, and any subsidiaries or portfolio companies thereof) as a member of such company’s board of directors, only two such directorships shall be permitted as a Personal Activity. (ii) In serving in his capacity as Executive Director, Chief Investment Officer Global Real Estate of the Company, Executive will serve as the senior investment executive responsible for the administration and management of the Company’s real estate and debt investment portfolio and overall investment program (including funds and other investment vehicles managed by the Company that invest in real estate and real estate related debt). Unless otherwise determined by the Board, Executive will serve on the Company’s Investment Committee. The Executive shall provide such other duties as are consistent with professional associations, business and civic organizations in support of his role as an officer Executive Director, Chief Investment Officer Global Real Estate of the CorporationCompany, provided as reasonably requested from time to time by the Board or the Chief Executive Officer . (iii) The parties acknowledge and agree that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf all of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees compensation and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced benefits provided to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received Executive hereunder will be in respect of services performed by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee Executive for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyOperating Entity.

Appears in 1 contract

Samples: Employment Agreement (Colony Financial, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder(a) During the Term, Employee the Executive shall serve as President have the position of President, North America of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the EmployerCompany. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and Executive shall report to the President and Chief Executive Officer of the Company. In Company (the "CEO") (provided that the CEO shall have the right to designate the COO as the person to whom the Executive shall report, and in such capacity, Employee agrees to discharge his duties event references in this document to the best of his abilities and CEO shall be deemed to devote substantially all of his working time and attention be made to the performance of COO), at such times and in such detail as he shall reasonably require. (b) The Executive shall perform such executive and managerial duties and responsibilities customary to his duties under this Agreement. The Employee may affiliate with professional associations, business offices and civic organizations in support of his role as an officer are reasonably necessary to the operations of the CorporationCompany and its subsidiaries and as may be assigned to him from time to time by or under authority of the CEO, provided consistent with his positions as designated in paragraph 3(a) above. (c) The Executive (i) will use his best reasonable efforts to ensure that Employee’s involvement in such activities does the Company and its subsidiaries comply on a timely basis with all budgetary and reporting requirements reasonably requested by the CEO and (ii) will not adversely affect the performance of his duties incur obligations on behalf of the Corporation Company or any subsidiary other than in the ordinary course of business or enter into any transaction on behalf of the Company or any subsidiary not in the reputation ordinary course of business without the approval of the Corporation or CompanyCEO. 4.2. All funds(d) The Executive's employment by the Company shall be full-time and exclusive, included but not limited toand during the Term, premiumsthe Executive agrees that he will (i) devote all of his business time and attention, commissionshis best efforts, fees and charges on all insurance and all of his skill and ability to promote the interests of the Company and its subsidiaries, (ii) carry out his duties in a competent and professional manner, and (iii) work with other financial services employees of the Company and products business transacted through its subsidiaries in a competent and professional manner. Notwithstanding the efforts of Employee foregoing, the Executive shall be invoiced permitted to engage in charitable and civic activities, and manage his personal passive investments, provided that such passive investments are not in a company which transacts business with the client Company or purchaser by Corporation one of its subsidiaries or any insurance company it represents. All checks or bank drafts received engages in business competitive with that conducted by the Employee from Company or one of its subsidiaries (or, if such company does transact business with the Company or a client subsidiary or purchaser does engage in a competitive business, it is a publicly held corporation of which the Executive owns less than 1/4 of 1% of its outstanding shares); provided, that such activities (individually or collectively) do not materially interfere with the performance of the Executive's duties and responsibilities under this Agreement. (e) During the Term, the Executive's services hereunder shall be made payable performed at the offices of the Company in Chicago, Illinois, subject to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best necessary travel requirements of his ability, position and duties hereunder (with it being understood and agreed that the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence Executive's being required to promote its success. The foregoing is travel on a basis consistent with past practices will not intended be deemed to restrict the passive investment activities be a breach of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebythis Agreement).

Appears in 1 contract

Samples: Employment Agreement (Agency Com LTD)

Duties and Responsibilities. 4.1. So long Beginning on the Effective Date, the Company shall employ Executive as he is employed hereunder, Employee shall serve as the Company’s Senior Vice President of Strategy and Business Development and Chief Commercial Officer at the Corporation during Company’s Denver, Colorado office. The Executive’s duties shall include, but not be limited to, the Employment Term following: The Executive’s duties as Senior Vice President of Strategy and Business Development shall include overall responsibility for the Company’s strategic initiatives, and business development functions. Executive’s duties as Chief Commercial Officer shall include aligning the Company’s functions and resources with its strategic commercial objectives. Specific duties shall include, but not be limited to, primary responsibility for the Company’s CO2-enhanced oil recovery (“CO2-EOR”) related activities, including managing the process and negotiation of transactions related to CO2 activities such as CO2 supply agreements, new CO2-EOR projects, and those fund raising efforts the proceeds of which are expected to be primarily directed to CO2-EOR related activities. The Executive will assist the Company’s Chief Executive Officer (“CEO”) in negotiating significant transactions including acquisitions, mergers, the sale of all or part of the Company’s assets, farmouts of assets or subsidiaries, and joint venture agreements. The Executive along with the Company’s Chief Financial Officer will jointly manage investor relations activities and the analysis and review of the performance of existing assets and projects. The Executive will also have primary responsibility for all land related activities and human resources activities. All of the above functions shall be subject to the overall authority and supervision of the CEO. The Executive shall report directly to the CEO and shall have such responsibilities, other duties and authority responsibilities as is customary for persons serving in similar officer are appropriate to his positions with the Company and as may be assigned to him from time to time be reasonably assigned by the respective Boards CEO (provided, however, that such assignments do not constitute a material reduction in the Executive’s overall duties and responsibilities), and will have such authority as required to enable the Executive to perform the Executive’s duties under this Agreement. Consistent with the foregoing, the Executive shall comply with all reasonable instructions of the Employer. The Employee shall be responsible for implementing the policies CEO and of the Board of Directors of the Company and (the Board of Directors “Board”). It is the intention of the CorporationParties that during the Initial Term and any subsequent Renewal Term hereof the Executive will serve in the capacities described in this Section 2.1, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to will devote substantially all of his working business time and attention and best efforts to the affairs of the Company and its subsidiaries and the performance of his duties under duties. Nothing in this Agreement. The Employee may affiliate , however, shall prevent the Executive from (i) participating in charitable, civic, educational, professional, community, or industry affairs or, with professional associations, business and civic organizations in support of his role as an officer prior written approval of the CorporationBoard, provided that Employeeserving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s involvement in and the Executive’s family’s personal investments so long as such activities does do not adversely affect materially interfere with the performance of his the Executive’s duties on behalf of the Corporation hereunder or create a potential business conflict or the Company or the reputation of the Corporation or Companyappearance thereof. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Magellan Petroleum Corp /De/)

Duties and Responsibilities. 4.1In his capacity as a part-time employee, the Employee will not be required to be based at the Company’s Gaithersburg, Maryland facilities, but will continue, until December 31, 2007, to handle the responsibilities of Chief Scientific Officer, and thereafter, until the end of the Term, will perform in the role of Scientific Advisor to the Company. So long In each such role, the Employee’s responsibilities will include public speaking events, representing the Company in the scientific community, representing the Company in the field of human papillomavirus (HPV) testing and meetings, with reasonable advance notice, with the Company’s Sales and Marketing, Research & Development, executive officers, the Board of Directors (the “Board”) and other personnel of the Company. The Company may establish a Scientific Advisory Board during the Term, and the Employee will participate as he is employed hereundera member of such Scientific Advisory Board, if requested by the Chief Executive Officer (“CEO”) during the Term as part of his position responsibilities. In addition, during the Term, the Employee shall serve as President of the Corporation during the Employment Term and shall have perform such responsibilities, duties and authority functions as is customary for persons serving in similar officer positions and as the Board may from time to time be reasonably assigned by determine which are consistent with the respective Boards applicable position of Chief Scientific Officer or Scientific Advisor and the part time nature of his employment as referred to in Section 1(b) above, and he shall comply with the policies and reasonable directions of the EmployerBoard and shall discharge his responsibilities in a competent and faithful manner, consistent with sound business practices. The Employee shall be responsible for implementing not, directly or indirectly, without the policies approval of the Board of Directors Board, engage or become financially interested in any other business activity which, in the reasonable judgment of the Company and Board, conflicts with the Board of Directors duties of the CorporationEmployee hereunder, whether or not such activity is pursued for gain, profit or pecuniary advantage. The Employee shall also not, during the Term and shall report to during the President and Chief Executive Officer one-year non-compete period contemplated by Section 8(a) of this Agreement, serve as a board member or advisory board member, deliver lectures, fulfill speaking engagements or otherwise participate in any public event sponsored, presented or arranged by a competitor of the Company. In such capacity, Employee agrees to discharge his duties to The “competitors” of the best Company for purposes of his abilities and to devote substantially all this paragraph shall match the Competing Businesses as defined in Section 8(a) of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Digene Corp)

Duties and Responsibilities. 4.1. So long as he is employed hereunder(a) During the Term, Employee shall serve as President of the Corporation during the Employment Term and Executive shall have such responsibilities, duties and authority as is customary for persons serving in similar officer the positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies Chairman of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In The Executive shall report, directly to the Board of Directors of the Company (the "Board") at such capacitytimes and in such detail as it shall reasonably require. (b) The Executive shall have all of the powers, Employee duties and responsibilities customary to his offices, as are reasonably necessary to the operations of the Company and its subsidiaries and as may be assigned to him from time to time by or under authority of the Board consistent with his positions as designated in subparagraph 3(a) above. Without limiting the foregoing, the Executive shall be responsible for the general overall management of the Company and its subsidiaries and identifying suitable acquisition opportunities and proposing such acquisition opportunities to the Board. They day-to-day operations of the Company shall be overseen by a Chief Operating Officer selected by the Executive and engaged by the Company. The Executive shall be furnished with such facilities and services as are suitable to his position and adequate for the performance of his duties. It is the intention of the parties that the Executive shall be elected to and serve as a member of the Board, subject to the approval of the Company's shareholders, so long as he continues to be employed by the Company, or if no longer employed, owns five (5%) percent of the outstanding voting shares of the Company. (c) The Executive agrees to discharge devote his duties to the best efforts and not less than seventy-five (75%) percent of his abilities business time, skill, attention and to devote substantially all of his working time and attention energies as are necessary to the performance of his duties and responsibilities under this Agreement. Nothing herein shall preclude the Executive from (i) engaging in charitable, civil or religious, and other family members' business activities and (ii) managing his personal investments and affairs, or serving on advisory boards or boards of directors of other entities, provided that such activities set forth in clauses (i) and (ii) above (individually or collectively) do not adversely interfere with the performance of his duties or responsibilities under this Agreement. The Employee may affiliate Company hereby acknowledges that the Executive has informed it that the Executive currently has a Consulting Agreement with professional associationshis former employer, The Educational Funding Company LLC, doing business and civic organizations in support of his role as an officer "American Express Educational Loans," through calendar year 1999, wherein the Executive has the obligation to spend up to twenty (20%) percent of the Corporation, provided that Employee’s involvement in such Executive's time providing consulting services to the former employer unrelated to the business activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds(d) Initially, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial the Executive's services and products business transacted through the efforts of Employee hereunder shall be invoiced to performed at the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by headquarters of the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee Company located in the name of and on behalf of CorporationSan Diego, California. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Direct Iii Marketing Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunderDuring the Term, Employee Executive shall serve as President of the Corporation during the Employment Term Company’s Chief Executive Officer and shall have perform the customary duties of each position and such responsibilities, other duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned to Executive by the respective Boards Board and shall exercise such supervision and powers over and with regard to the business of the EmployerCompany customarily associated with each such position. The Employee Executive shall report directly to the Company’s Chairman of the Board. In addition, it is contemplated that at all times during the effectiveness of this Agreement, Executive shall be responsible nominated for implementing election to the policies Board by the stockholders of the Board of Directors Company so that he may continue to serve as a director of the Company and the Board of Directors Chairman of the Corporation, and shall report to the President and Chief Executive Officer of Board in accordance with the Company’s governing instruments. In such capacity, Employee agrees Executive’s service on the Board will be subject to discharge his duties to the best of his abilities any required stockholder approval and to devote substantially all of his working time and attention to be without additional compensation. Executive shall be based in the Company’s principal executive offices in San Diego, California, although the parties understand that reasonable travel shall be required in the performance of his Executive’s duties under this Agreement. The Employee may affiliate Executive shall devote Executive’s full and exclusive business time (as opposed to personal time), energy, and ability to the business of Company, and shall perform Executive’s duties faithfully and in compliance with professional associationsthe law. Subject to written notice to the Board, business it shall not be a violation of this Agreement for Executive to serve on the Board of Directors of, or own shares or hold options to purchase shares in, Ideal Power Converters, Inc., one other Board of Directors of a corporation whose shares are publicly traded on a national exchange and one other Board of Directors of a private company, or to serve on other corporate, civic organizations in support or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and manage personal investments. Any additional service on a Board of his role as an officer Directors or otherwise shall be subject to prior approval of the CorporationBoard, provided which shall not be unreasonably withheld, but may be reasonably reviewed from time to time and withdrawn based on such reasonable review. If Executive’s employment with the Company terminates for any reason, Executive shall immediately resign all positions that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or Executive then holds with the Company or the reputation any of the Corporation or Company. 4.2its Affiliates. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced If Executive fails to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his abilityresign, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict Board shall thereupon have the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting remove Executive from all such business, except as may be specifically provided herebypositions without further action or notice.

Appears in 1 contract

Samples: Employment Agreement (Imprimis Pharmaceuticals, Inc.)

Duties and Responsibilities. 4.1. So long The Executive, during the Full-time Employment Period, shall, as he is employed hereundera full-time employee of the Company, Employee shall report to the Board of Directors ("Board"), serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies Chairman of the Board of Directors of the Company and the Board of Directors Chairman of the CorporationBoard's Executive Committee and Chief Executive Officer. The Executive shall be available in Massachusetts during the Full-time Employment Period to the extent necessary and appropriate for him to fulfill his duties and responsibilities to the Company. During the Full-time Employment Period, the Executive shall be subject to the supervision of, and shall report have such authority and responsibilities customary for a Chief Executive Officer and as are delegated to him by, the President Board. During the Part-time Employment Period, the Executive shall have such authority and responsibilities as are delegated to him by the Board, including, without limitation, assisting the Chief Executive Officer and responsibility for the review, on behalf of the Board, of management strategies, plans, policies and human resources, and for undertaking operational and strategic activities and programs as agreed with the Board and the Chief Executive Officer of the Company. In such capacityThe Executive shall also assist the Board in evaluating management's performance. The Executive, Employee agrees to discharge his duties during the Consultation Period, shall serve as an adviser to the best Chief Executive Officer of the Company, and shall assist in promoting the Company's business, subject to his abilities and to devote substantially all of his working time and attention commitment to the performance of his duties under consulting services for the Company as provided in Section 2 of this Agreement. The Employee may affiliate with professional associationsExecutive hereby accepts such employment and consultancy and agrees to undertake such duties and responsibilities and such other related duties and responsibilities as the parties shall mutually agree to. During the Part-time Employment Period and the Consultation Period, the Executive shall be permitted to pursue such other business and civic organizations in support of his role activities as an officer of the Corporationhe shall desire, provided PROVIDED that Employee’s involvement in such activities does do not adversely affect interfere with the performance of his part-time duties on behalf and his consulting services (as the case may be) specified in Section 2 and Section 3 of this Agreement. The Executive agrees to abide by the applicable rules, regulations, instructions, personnel practices and policies of the Corporation or Company and any changes therein which may be adopted from time to time by the Company or the reputation of the Corporation or Company. 4.2. All fundsand communicated to him, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced except to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporationextent inconsistent with this Agreement. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Computervision Corp /De/)

Duties and Responsibilities. 4.1. So long as he is employed hereundera. The Company hereby employs Executive, Employee shall serve as President of and Executive hereby accepts employment, subject to the Corporation terms and conditions contained herein, during the Employment Term and shall have such responsibilitiesTerm, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report Executive Vice President reporting to the President and Company’s Chief Executive Officer of Officer. During the Company. In such capacityTerm, Employee Executive agrees to discharge his duties to the best of his abilities be employed by and to devote substantially all of his working Executive’s business time and attention to the performance Company and the promotion of its interests and to use his duties under this Agreement. The Employee may affiliate with professional associationsbest efforts to faithfully and diligently serve the Company; provided, business and civic organizations in support of his role as an officer of however, that, to the Corporation, provided that Employee’s involvement in extent such activities does do not adversely affect significantly interfere with the performance of his duties duties, services and responsibilities under this Agreement, Executive shall be permitted to (i) manage his personal, financial and legal affairs, (ii) serve on behalf civic or charitable boards and committees of such boards and (iii) to the extent approved by the Board pursuant to a duly authorized resolution of the Corporation or Board, serve on corporate boards and committees of such boards. Executive will perform such lawful duties and responsibilities as are commensurate with Executive’s titles and positions and as are generally consistent with those exercised by Executive prior to the Company or Effective Date, and such other duties and responsibilities commensurate with Executive’s titles and positions as may be reasonably requested by the reputation Chief Executive Officer from time to time. Executive will have the authority customarily exercised by an individual serving in such capacity of a corporation of the Corporation size and nature of the Company. During the Term, upon request shall serve as a director or an officer of one or more subsidiaries of the Company, or of an Affiliate of the Company. Executive shall not be compensated additionally in Executive’s capacity as a member of the Board or as a director or officer of a subsidiary or Affiliate of the Company. 4.2. All fundsb. During the Term, included Executive’s principal place of employment shall be in one of the Company’s principal offices, including, but not limited to, premiumsthe Company’s offices in Manhattan, commissionsNew York, fees Short Hills, New Jersey and charges Palm Beach, Florida, or such other location as may otherwise be agreed with the Company. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable extent reasonably necessary to Corporation or any insurance company it represents; fully perform Executive’s duties and all premiums shall be collected by Employee in the name of and on behalf of Corporationresponsibilities hereunder. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Virtu Financial, Inc.)

Duties and Responsibilities. 4.1. So long (a) The duties and responsibilities of the Executive as he is employed hereunder, Employee shall serve as President CFO & EVP of the Corporation during the Employment Term shall include those duties and shall responsibilities as are customary in such position. The Executive will also have such responsibilities, duties and authority responsibilities as is customary for persons serving in similar officer positions and are commensurate with his status of CFO & EVP as may from time to time be reasonably assigned by the respective Boards CEO. The Executive will perform such duties and responsibilities including but not limited to those set out in Schedule A, and will observe all reasonable instructions given to the Executive by the CEO to the best of Executive’s ability and in accordance with reasonable business standards and subject to a balanced scorecard that will be agreed upon by the Executive and the CEO within a reasonable time following the Effective Date, at the Company’s discretion. (b) The Executive acknowledges that, as CFO & EVP, he owes fiduciary duties to the Corporation and that beginning as of March 1, 2021 he will devote his full time and attention to the position CFO & EVP and shall not engage in any other business, occupation or activity or accept any other employment or remuneration, appointment to an agency, board or organization external to the Corporation without prior written approval of the EmployerCEO. (c) The Executive will at all working times conduct himself with a standard of professionalism and integrity expected of someone in his position. The Employee shall Parties agree that the performance of his duties and responsibilities requires both the highest level of integrity and the Corporation’s complete confidence in the Executive’s relationship with employees as well as persons outside the Corporation with whom the Executive may deal in the course of his employment. (d) The Executive will truly and faithfully account for and deliver to the Corporation and its subsidiaries, affiliates or associated corporations (collectively, “META Entities”) all money, securities and things of value belonging to the applicable META Entities that the Executive may from time to time receive for, from or on account of the applicable META Entities; and (e) The Executive will abide and be responsible for implementing bound by the rules and policies of the Board Corporation, including its Code of Directors Business Conduct and Ethics and Employee Handbook, as amended from time to time and provided to the Executive. (f) The Executive represents and warrants that he is free to act in the position of the Company and the Board of Directors CFO & EVP of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of is not bound by any restrictive covenants or non-competition arrangements that would prevent him from carrying out his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Executive Employment Agreement (Meta Materials Inc.)

Duties and Responsibilities. 4.1The Company does hereby employ Executive and Executive hereby accepts such employment as Vice President--Marketing. So long as he is employed hereunder, Employee shall serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and Executive shall report to the President of the Company, and Chief subject to the directions of the President, shall be responsible for marketing, product and asset management and related matters and performing other functions similar to the functions presently performed by Executive Officer at the Company with respect to passives, electromechanical and power supplies; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as Vice President--Marketing of the Company. In Notwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Guarantor plans to investigate combining its existing distribution business, or segments thereof, with those of the Company, and where feasible or practicable, to combine such capacitybusiness, Employee agrees or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to discharge his duties to the best accept job responsibilities in an area 2 outside of his abilities current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company and/or the Guarantor with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company or the Guarantor. During the term of this Agreement, Executive shall devote substantially all of his working full business time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement Company and shall not be engaged in such activities does not adversely affect any other duties which interfere with the performance of his duties on behalf of hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Bell Industries Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President (a) The duties and responsibilities of the Corporation during Executive shall be of an executive nature as shall be required by the Employment Term Employer in the conduct of its business. The Executive’s powers and authority shall be as prescribed by the by-laws of the Employer, if applicable, and shall have include all those presently delegated to the Executive, together with the performance of such responsibilities, other duties and authority responsibilities as is customary for persons serving in similar officer positions and as the Chief Executive Officer of the Employer may from time to time be reasonably assigned by assign to the respective Boards of Executive not inconsistent with the Executive’s position(s) with the Employer. The Employee shall be responsible for implementing Executive recognizes, that during the policies period of the Board Executive’s employment hereunder, the Executive owes an undivided duty of Directors of loyalty to the Company and the Board of Directors of the CorporationEmployer, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to devote the best of his abilities and to devote substantially all of his working Executive’s entire business time and attention to the performance of said duties and responsibilities and to use the Executive’s best efforts to promote and develop the business of the Employer. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Employer and the goodwill pertaining thereto, the Executive shall perform his duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Employer and the industry from time to time, including the Employer’s Corporate Code of Ethics. The Executive will not perform any duties for any other business without the prior written consent of the Employer, but may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of the Executive’s duties under this Agreement. The Employee may affiliate with professional associationsDuring the period of employment, business and civic organizations in support the Executive agrees to serve as a director on the Board of his role as an officer Directors of the CorporationEmployer and/or the board of directors or managers, provided as applicable, of any of its subsidiaries and affiliates, as well as to serve as a member of any committee of any said boards, to which the Executive may be elected or appointed. (b) Notwithstanding that Employeethis Agreement provides for the employment of the Executive in the Executive’s involvement capacity as the Chairman and CEO of The PrivateBank Wealth Management of the Employer, nothing herein contained shall assure the Executive of, nor in any manner shall be construed to constitute an agreement by the Employer to the, continued employment of the Executive after the expiration or termination of this Agreement in such activities does not adversely affect the performance of his duties on behalf of the Corporation capacity or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyother capacity.

Appears in 1 contract

Samples: Executive Employment Agreement (Privatebancorp Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee a) Executive shall serve as President the Laboratory Director and Medical Director of the Corporation during the Employment Term and shall have such responsibilitiesPrecision Pathology Laboratory Services, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the CorporationLLC, and shall report to the President and Chief Executive Officer a Texas limited liability company (“PPLS”), a subsidiary of the Company. In his capacity as Laboratory Director and Medical Director, Executive shall have such capacityduties, Employee agrees to discharge his authority and responsibility as is typically required of such position. b) Executive shall faithfully serve the Company and perform the duties under this Agreement to the best of his abilities Executive’s abilities. c) Executive shall comply with any and to devote substantially all (i) rules and regulations of his working time applicable regulatory, self-regulatory, and attention to administrative bodies and (ii) rules, procedures, policies, requirements, and directions. d) The parties hereto recognize that Executive will serve as a director on the performance Company’s board of his duties under this Agreement. The Employee may affiliate directors (the “Board”), until he shall resign, die or be removed in accordance with professional associations, business and civic organizations in support of his role as an officer the governance documents of the CorporationCompany, for such additional compensation as provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf to members of the Corporation or Board. Any and all references in this Agreement to decisions that are to be made by the Company or at the reputation discretion or judgment of the Corporation Company shall be interpreted to mean that of the Board, provided however, Executive shall NOT take part in any such decisions or Company. 4.2. All fundsthe deliberations in his capacity as a member of the Board related to: (i) Executive, included (ii) Executive’s duties, or (iii) any decision that is currently, or could later become, in conflict with the business or personal interests of Executive, including but not limited to, premiums, commissions, fees and charges on all insurance any and all other financial services decisions related to Village Oaks Pathology Services, P.A., a Texas professional association, an entity for which Executive serves, and products shall continue to serve, as its President. e) During the Employment Term, Executive shall devote such time and effort as is required to perform his duties and to discharge his responsibilities hereunder in a manner that will faithfully and diligently further the business transacted through and interest of the efforts of Employee shall be invoiced Company and PPLS. Notwithstanding the foregoing and subject to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name provisions of and on behalf of Corporation. 4.3. Except as otherwise provided hereinSection 7, so long as Employee is employed hereunder, Employee shall faithfully execute, Executive may have other employment to the best extent it does not unreasonably interfere with his duties as the Laboratory Director and Medical Director of his abilityPPLS, and be compensated for such employment as a medical physician. Executive shall advise the duties set forth Company of such employment in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebya timely manner.

Appears in 1 contract

Samples: Executive Employment Agreement (bioAffinity Technologies, Inc.)

Duties and Responsibilities. 4.1. So long as he is (a) During the Term, Executive agrees to be employed hereunder, Employee shall serve as President and devote substantially all of Executive’s business time and efforts to the Corporation during Company and the Employment Term promotion of its interests and shall have such responsibilities, the performance of Executive’s duties and authority responsibilities hereunder as is customary for persons serving Chief Executive Officer, upon the terms and conditions of this Agreement and commensurate with similar duties of a Chief Executive Officer of a similarly sized company in a similar officer positions line of business as the Company. Executive shall perform such lawful duties and responsibilities as may directed from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company (the “Board”) that are customary for a Chief Executive Officer. (a) During the Term, Executive shall report directly to the Board. Executive acknowledges that Executive’s duties and responsibilities may require Executive to travel on business to the Board extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of Directors absence). The Executive may serve as an officer and director of subsidiaries and affiliates, but shall not be entitled to any additional compensation for such service while employed by the Company. (b) During the Term, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder; provided, however, Executive may manage Executive’s personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to the extent that such activities do not interfere with the performance of Executive’s duties hereunder, and are not in conflict with the business interests of the CorporationCompany or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall report not be permitted to be a member of the President and Chief Executive Officer board of directors of any company without the prior consent of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Infrastructure & Energy Alternatives, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder(a) During the Term, Employee the Executive shall serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company or in such other positions with the Company and its subsidiaries consistent with the titles noted above as may be assigned to him from time to time by the Company’s Board of Directors (the “Board”). In Executive shall also be a member of the Board for so long as Executive serves as CEO. During the Term, the Executive shall (i) be subject to, and comply with, all of the Company’s policies, rules and regulations applicable to its executive officers, (ii) report to, and be subject to the direction and control of, the Board and (iii) shall perform such capacityduties commensurate with the Executive’s position as shall be assigned to the Executive from time to time by the Board. The Executive shall devote his full working time and efforts to the business and affairs of the Company and its subsidiaries. Notwithstanding the foregoing, Employee agrees the Executive may serve on other boards of directors, with the prior written approval of the Board, or engage in religious, charitable or other community activities, as long as such services and activities are disclosed to discharge the Board and do not interfere with the Executive’s performance of his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under Company as provided in this Agreement. The Employee may affiliate with professional associationsExecutive shall perform and discharge faithfully, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, such duties and responsibilities on behalf of the duties set forth in Paragraphs 1 Company and 4 and devote any of its subsidiaries as are consistent with his full attention and use his ability and influence to promote its successposition. The foregoing Company expects to secure office space in the Northern Virginia area to serve as the headquarters location of the Company. The Executive will be assigned to the headquarters office. (b) The Executive represents and warrants to the Company that the Executive is not intended a party to restrict or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business or entity and the passive investment activities Executive is subject to no restraint, limitation or restriction by virtue of Employee. All business transacted through any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair the efforts Executive’s right or ability (i) to enter the employ of Employee for the Corporation shall be the sole property of Corporation Company or (ii) to perform fully his duties and Employee shall have no right obligations pursuant to share in any commission resulting from such business, except as may be specifically provided herebythis Agreement.

Appears in 1 contract

Samples: Employment Agreement (Eloqua, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder(a) During the Term, Employee the Executive shall serve as President have the position of Chief Technology Officer of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the EmployerCompany. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and Executive shall report to the President and Chief Executive Officer of the CompanyCompany (the "CEO"), at such times and in such detail as he shall reasonably require. (b) The Executive shall be responsible for technology leadership for the Company and in connection therewith shall perform such executive and managerial duties and responsibilities customary to his office and as are reasonably necessary to the operations of the Company and its subsidiaries and as may be assigned to him from time to time by or under authority of the CEO, consistent with his positions as designated in paragraph 3(a) above. In such capacityaddition, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role Executive will participate as an officer a member of the Corporation, provided Company's senior executive management. (c) The Executive (i) will use his best reasonable efforts to ensure that Employee’s involvement in such activities does the Company and its subsidiaries comply on a timely basis with all budgetary and reporting requirements reasonably requested by the CEO and (ii) will not adversely affect the performance of his duties incur obligations on behalf of the Corporation Company or any subsidiary other than in the ordinary course of business or enter into any transaction on behalf of the Company or any subsidiary not in the reputation ordinary course of business without the approval of the Corporation or CompanyCEO. 4.2. All funds(d) The Executive's employment by the Company shall be full-time and exclusive, included but not limited toand during the Term, premiumsthe Executive agrees that he will (i) devote all of his business time and attention, commissionshis best efforts, fees and charges on all insurance and all of his skill and ability to promote the interests of the Company and its subsidiaries in furtherance of his duties hereunder, (ii) carry out his duties in a competent and professional manner, and (iii) work with other financial services employees of the Company and products business transacted through its subsidiaries in a competent and professional manner. Notwithstanding the efforts of Employee foregoing, the Executive shall be invoiced permitted to the client or purchaser by Corporation or any insurance company (x) engage in charitable and civic activities, and (y) provide business advice and assistance to friends and family (it represents. All checks or bank drafts received being acknowledged by the Employee from Company that the Executive has in the past and may in the future provide such assistance), and (z) manage his personal passive investments, provided that such businesses operated by friends or family or such passive investments are not in a client company which transacts business with the Company or purchaser one of its subsidiaries or engages in business competitive with that conducted by the Company or one of its subsidiaries (or, if such company does transact business with the Company or a subsidiary or does engage in a competitive business, it is a publicly held corporation of which the Executive owns less than 1/4 of 1% of its outstanding shares); provided, that such activities (individually or collectively) do not materially interfere with the performance of the Executive's duties and responsibilities under this Agreement. (e) During the Term, the Executive's services hereunder shall be made payable performed at the offices of the Company in Boston, Massachusetts, subject to Corporation or any insurance company it represents; reasonable and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best necessary travel requirements of his ability, the position and duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyhereunder.

Appears in 1 contract

Samples: Employment Agreement (Agency Com LTD)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President of (a) The Executive’s duties at the Corporation during Company will include all the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving responsibilities associated with a Chief Financial Officer of a U.S.-listed public company with its primary operations in similar officer positions and as may from time to time be reasonably assigned by the respective Boards People’s Republic of the EmployerChina. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and As Chief Executive Financial Officer of the Company. In such capacity, Employee agrees to discharge his duties the Executive shall be primarily responsible for all tasks and responsibilities normally associated with the offices of Chief Financial Officer of a company of similar size and nature to the best Company. During the term of his abilities or her Employment, Executive shall report and be responsible to the Company’s Board of Directors (including any designated compensation or other committee thereof, the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board as long as such duties and responsibilities are consistent with those of the Company’s director of the board and Chief Financial Officer. (b) The Executive shall devote substantially all of his or her working time time, attention and attention skills to the performance of his or her duties under to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the Memorandum and Articles of Association of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) During the term of the Employment, the Executive shall use his or her best efforts to perform his or her duties hereunder. The Employee may affiliate with professional associationsExecutive shall not, business and civic organizations in support of his role as an officer without the prior written consent of the CorporationBoard, become an employee of any entity other than the Company or any member of the Group, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that Employee’s involvement nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding voting equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his or her interest in such activities does not adversely affect shares or securities in a timely manner and with such details and particulars as the performance Company may reasonably require. (d) If the Board nominates Executive serve on the Board or the board of his duties director of any Group member, Executive agrees, for no additional compensation, to serve on behalf the Board or such boards of directors. Upon the end of the Corporation or Term for any reason, Executive agrees to immediately resign from the Board and from all other board positions and offices Executive holds with the Company or with any Group member unless otherwise agreed upon between the reputation of the Corporation or CompanyCompany and Executive. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (WF International Ltd.)

Duties and Responsibilities. 4.1. So long (a) During the Term, Executive agrees to be employed and devote substantially all of Executive’s business time and efforts to the Company and its Affiliates (including, without limitation, oversight of television networks, WAPA America and WAPA 2 Deportes and website, XXXX.XX, as he is employed hereunder, Employee shall serve well as oversight of certain of Hemisphere’s strategic investments) and the promotion of its and their interests and the performance of Executive’s duties and responsibilities hereunder as President and General Manager of WAPA-TV, a division of the Corporation during Company, upon the Employment Term terms and conditions of this Agreement. Executive shall have perform such responsibilities, lawful duties and authority responsibilities as is customary for persons serving in similar officer positions and as may directed from time to time be reasonably assigned by the respective Boards Chief Executive Officer of Hemisphere (the Employer. The Employee shall be responsible for implementing the policies of “CEO”) or his designee (that holds a “C-Suite” level position at Hemisphere) and/or the Board of Directors of the Company and and/or the Board of Directors of Hemisphere (the Corporation, and shall report to “Board”) that are customary for the President and Chief Executive Officer General Manager of WAPA-TV of a division of a corporation of the size and nature of the Company. In Executive shall also perform such capacityadditional responsibilities as requested by Hemisphere, Employee agrees to discharge his duties including, without limitation, assistance on possible strategic transactions and operations of other television stations and cable networks owned, directly or indirectly by Hemisphere. (b) During the Term, Executive shall report directly to the CEO or the CEO’s designee (that holds a “C-Suite” level position at Hemisphere). During the Term, Executive’s principal place of employment shall be in the Commonwealth of Puerto Rico. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or virtual per Company policy or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). (c) During the Term, Executive shall use Executive’s best of his abilities efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder; provided, however, Executive may manage Executive’s personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to devote substantially all of his working time and attention to the extent that such activities do not interfere with the performance of his Executive’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in ​ ​ ​ the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall not be permitted to be a member of the board of directors of any company, in any case without the consent of the Company (for all purposes under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer any required consent of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf Company shall be evidenced by a duly authorized resolution of the Corporation or the Company or the reputation of the Corporation or CompanyBoard. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Hemisphere Media Group, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder(a) During the Term, Employee the Executive shall serve as President an Executive Vice President, Director and Secretary of the Corporation during the Employment Term Company and shall have also serve as a co-principal executive officer (either president or executive vice president) of All Access Operating and the Record Label with such responsibilitiesresponsibility and status commensurate with such position and at least equivalent to that which the Executive currently holds with All Access. During the Term, duties the Executive shall, along with Xxxxx Xxxxx and authority as is customary for persons serving in similar officer positions and as may from time subject only to time be reasonably assigned by the respective Boards review of the Employer. The Employee shall be responsible for implementing Board of Directors regarding matters not involving day to day operations or not otherwise in the ordinary course of business, determine the policies for and have full control over the normal day to day operations of All Access Operating. With respect to any bonus pool which the Company may create which is solely payable to employees of All Access Operating or the Record Label, the Executive and Xxxxx Xxxxx shall determine the allocation and payment of bonuses thereunder. (b) In serving the Company, the Record Label and All Access Operating the Executive shall report to the Board of Directors of the Company. The Executive and Xxxxx Xxxxx shall be responsible for the hiring and firing, and compensation of all other employees under their direction and consistent with the All Access and/or the Record Label Operating Budget. (c) For purposes hereof, the All Access Operating Budget for the fiscal year ending June 30, 1997 has been approved and consists of the budget presented as of the date hereof with modifications therein based on actual operations thereafter. Thereafter budgets for annual fiscal periods prepared on a like basis shall be presented for review and approval by the Company's Board of Directors. Such review and approval shall be consistent with sound business practice. (d) The parties agree that for the twelve month period following the effective date of the IPO, the Company will, from the proceeds of the IPO, invest an amount of not less than $200,000 in developing and expanding the business and operations of All Access Operating in accordance with a budget prepared by Messrs., Xxxxx and Xxxxx, and approved by the Company's Board of Directors (the "DEVELOPMENT BUDGET"). (e) For purposes hereof, the term Record Label Operating Budget shall mean all costs and expenses associated with developing and operating the business and affairs of the Record Label, which budget shall be established at not less than $650,000 (plus the Base Salary of Xxxxx Xxxxx) for the 12 month period following the Effective Date of the IPO ("INITIAL PERIOD"). In addition to said $650,000, it is agreed that the Record Label will pay Xx. Xxxxx a base salary of $150,000 (the "BASE SALARY OF XXXXX XXXXX"). Thereafter, the Record Label Operating Budget shall be developed by Messrs. Xxxxx and Xxxxx and presented to the Board of Directors for approval. The Board of Directors shall approve the expenditure of an additional $650,000 (plus the Base Salary of Xxxxx Xxxxx) for the next 12 month period thereafter if the following criteria have been met: (i) a distribution agreement covering the releases of the Corporation, Record Label and shall report conforming with normal industry standards has been executed within the Initial Period with one of the six main record distribution companies or such other distribution company reasonably acceptable to the President Board of Directors; (ii) the Record Label has filled the positions of marketing/sales and Chief radio/promotion with persons having a level of experience and reputation reasonably acceptable to the Board of Directors; (iii) the Record Label has released at least two records under the distribution agreement within the Initial Period; and (iv) the Company has sold at least 70,000 units under the distribution agreement during the Initial Period. (f) During the Term, the Executive Officer shall serve on the Executive Advisory Committee of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer which shall be a committee comprised of the Corporationprincipal executive officers of each subsidiary or division which shall advise the Board of Directors on business matters affecting the Company, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companyincluding potential business ventures and acquisitions. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Paradise Music & Entertainment Inc)

Duties and Responsibilities. 4.1. So long as he is (a) During the Term, Executive agrees to be employed hereunder, Employee shall serve and devote substantially all of Executive’s business time and efforts to the Company and the promotion of its interests and the performance of Executive’s duties and responsibilities hereunder as President and Chief Executive Officer, upon the terms and conditions of the Corporation during the Employment Term and this Agreement. Executive shall have perform such responsibilities, lawful duties and authority responsibilities as is customary for persons serving in similar officer positions and as may directed from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and (the Board “Board”) that are customary for a CEO of Directors a corporation of the Corporation, size and shall report to the President and Chief Executive Officer nature of the Company. In such capacityDuring the Term, Employee agrees to discharge his duties Executive shall serve as a member of the Board. (b) During the Term, Executive shall report directly to the Board, or an Executive Committee designated by the Board. During the Term, Executive’s principal place of employment shall be in Miami, Florida. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). (c) During the Term, Executive shall use Executive’s best of his abilities reasonable efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder; provided, however, Executive may manage Executive’s personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to devote substantially all of his working time and attention to the extent that such activities do not interfere with the performance of his Executive’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall not be permitted to be a member of the board of directors of any company, in any case without the consent of the Company (for all purposes under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer any required consent of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf Company shall be evidenced by a duly authorized resolution of the Corporation or the Company or the reputation Board); provided however, that Executive may continue to serve on any boards of directors on which Executive is currently serving as of the Corporation Effective Date and set forth on Exhibit A. Executive shall not be compensated additionally in Executive’s capacity as a member of the Board or a director of one or more companies owned directly or indirectly by the Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Hemisphere Media Group, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President of the Corporation during (i) During the Employment Term Term, the Executive shall devote his full business time (excepting vacation time, holidays, sick days and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards periods of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time disability) and attention to the performance of his duties hereunder, shall faithfully serve the Company and shall have no other employment which is undisclosed to the Company or which conflicts with his duties under this Agreement; provided, that, nothing contained herein shall prohibit the Executive from (A) participating in trade associations or industry organizations, (B) engaging in charitable, civic, educational or political activities, (C) delivering lectures or fulfilling speaking engagements, (D) engaging in personal investment activities and personal real estate-related activities for himself and his family or (E) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of the Executive’s duties to the Company under this Agreement. The Employee may affiliate with professional associations, business Company hereby acknowledges and civic organizations in support of his role as an officer approves the current activities of the CorporationExecutive as set forth on Schedule 1 hereto, provided that Employee’s involvement in such activities does not adversely affect the performance each of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee which shall be invoiced to deemed a Personal Activity. Notwithstanding the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully executeforegoing, to the best extent that the Personal Activities include the Executive providing services to any for-profit company (excluding DBRG and any subsidiaries or portfolio companies thereof) as a member of such company’s board of directors, only one such directorship shall be permitted as a Personal Activity. (ii) During the Employment Term, in serving in his abilitycapacity as set forth above, the Executive shall (A) perform such duties set forth and provide such services as are usual and customary for such position, and (B) provide such other duties as are consistent with such role, as reasonably requested from time to time by DBRG’s board of directors (the “Board”) or the Chief Executive Officer of DBRG. (iii) The parties acknowledge and agree that all of the compensation and benefits provided to the Executive hereunder will be in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict respect of services performed by the passive investment activities of Employee. All business transacted through the efforts of Employee Executive for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyCompany.

Appears in 1 contract

Samples: Employment Agreement (DigitalBridge Group, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee (a) The Executive shall serve as President the Chief Operating Officer of the Corporation during the Employment Term Company and shall Subco. The Executive will have such responsibilities, duties and authority authorities as is customary for persons serving in similar officer positions are commensurate with such position and such additional duties and responsibilities as may are determined from time to time be reasonably assigned by the respective Boards President of the Employer. The Employee shall be responsible for implementing the policies of Company or the Board of Directors of Company (the Company “Board”). The Executive has the authority to make organizational and policy changes to drive culture, performance and efficiencies. As Chief Operating Officer, the Board of Directors of the Corporation, and shall Executive will report directly to the President and Chief Executive Officer of the Company. In such capacityAll employees of the Employers other than the President, Employee agrees to discharge his duties the General Counsel, the Chief Financial Officer and all employees who report directly or indirectly to the best General Counsel or the Chief Financial Officer will report to the Executive. Executive has final decision making authority over all hiring and separation decisions excluding the Legal Department, Finance Department, their direct reports, and other departments that report directly to the President; provided, however that hiring and separation decisions will conform with Employers’ policies, not exceed the Employers’ annual budget and may be subject to Board approval. (b) The Executive may be promoted to the position of Chief Executive Officer. In the event that the Executive is promoted to the position of Chief Executive Officer, the Executive will report to the Board. The Executive will have such duties and authorities as are commensurate with such position and such additional duties and responsibilities as are determined from time to time by the Board. (c) During the Employment Period, the Executive shall devote his abilities and to devote substantially all of his working full business time and attention best efforts to the performance of his duties under this Agreement. The Employee hereunder and shall not engage in any other business, profession or occupation, for compensation or otherwise, which would conflict or interfere with the rendition of such duties either directly or indirectly, without the prior written consent of the Board, it being understood, however, that the Executive may affiliate with professional associations, business and civic organizations in support of his role (i) serve as an officer or director of or otherwise participate in educational, welfare, social, religious and civic organizations; (ii) deliver lectures or fulfill speaking engagements; (iii) manage personal investments; and (iv) with the prior consent of the CorporationEmployers, provided that Employee’s involvement serve on for-profit boards, in each case so long as such activities does are consistent with the Employers’ code of ethics as in effect from time to time and do not adversely affect materially interfere with the performance of his duties on behalf of the Corporation Executive’s employment or the Company or the reputation of the Corporation or Companyresponsibilities hereunder. 4.2. All funds(d) Executive agrees to comply with Employers’ policies, included including but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by Code of Conduct and the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of CorporationXxxxxxx Xxxxxxx Policy. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Liberty Tax, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder(i) During the Term, Employee the Executive shall serve as hold the position of President and Chief Executive Officer of the Corporation during the Employment Term and shall have such responsibilities, duties and authority TBWA Worldwide group of companies as is customary for persons serving in similar officer positions and as may constituted from time to time be reasonably assigned by and including any successor (the respective Boards "Group"). The Executive shall report directly to the Chief Executive Officer of the Employer. Company (the "Company CEO") at such times and in such detail as the Company CEO shall reasonably require. (ii) The Employee Company CEO shall be responsible for implementing the policies of recommend to the Board of Directors of the Company and (the "Board") that the Executive be duly elected to the Board of Directors of no later than January 31, 2000. Thereafter, during the CorporationTerm, and the Company CEO shall report recommend to the Board that the Executive be duly nominated for reelection at each subsequent Annual Meeting of Shareholders upon which his then term of directorship expires. The Executive agrees to serve on the Board if so elected; his compensation, if any, for serving as such shall be determined by the Board. (b) The Executive shall perform such executive and managerial duties and responsibilities customary to the office of President and Chief Executive Officer of the CompanyGroup and as are reasonably necessary to the operations of the Group and such additional duties as may be assigned to him from time to time by or under authority of the Company CEO consistent with his position as designated in paragraph 3(a) above. In such capacityfurtherance of the foregoing, Employee agrees the Executive shall have primary responsibility and authority (subject to discharge the terms of this Agreement, the "Omnicom Grant of Authority" as from time to time in effect and the authority of the Company CEO) (i) for the general management, administration, day-to-day operations and long-term planning of the Group, which shall include authority to determine operating budgets and profit plans for the Group, (ii) for the determination of the reporting requirements and relationships, and the review and evaluation, of the key Group personnel who are employed by companies operating within the Group, and (iii) subject to the approved operating budget of the Group, for the determination of the compensation for the key Group personnel. (c) The Executive will use his reasonable best efforts to (i) perform his duties and responsibilities in a manner consistent with the policies set forth in the "Omnicom Grant of Authority" and the parameters of the Group's then current profit plan and capital expenditure budget, (ii) ensure that the Group as a whole and each member of the Group comply on a timely basis with all budgetary and reporting requirements reasonably requested by the Company, (iii) not incur obligations on behalf of any member of the Group other than in the ordinary course of business nor enter into any transaction on behalf of any member of the Group other than in the ordinary course of business, without obtaining appropriate approvals to the best extent required by the Omnicom "Grant of Authority", and (iv) not knowingly take any action to prevent any member of the Group from participating in the Company's cash management program or abiding by the Company's dividend, management fee and corporate policies as from time to time in effect. (d) During the Term, the Executive's employment by the Company shall be full-time and exclusive, and the Executive agrees that he will, in carrying out his abilities and to duties hereunder, devote substantially all of his working business time and attention attention, his best efforts, and all of his skill and ability to promote the interests of the Company and the Group. Notwithstanding the foregoing, the Executive shall be permitted to engage in charitable and civic activities and manage his personal investments, provided that such investments are not in a company which the Executive knows or has reason to believe transacts business with any member of the Group, or which engages in business competitive with that conducted by any member of the Group (or, if such company does transact business with a member of the Group or does engage in a competitive business, it is a publicly held corporation of which the Executive owns less than 1/4 of 1% of its outstanding shares), and further provided that such activities (individually or collectively) do not materially interfere with the performance of his duties or responsibilities under this Agreement. The Employee may affiliate with professional associations. (e) During the Term, business and civic organizations the Executive's services hereunder shall be performed at the offices of the Group in support New York, New York, subject to necessary travel requirements of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his positions and duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companyhereunder. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Omnicom Group Inc)

Duties and Responsibilities. 4.1(a) At the commencement of the Term, Employee served in the position of Senior Vice President and Chief Administrative Officer of Parent, reporting directly to the Chief Executive Officer (“CEO”) of the Parent. So long as he is employed hereunderCommencing on the date of this Agreement (the “Promotion Date”) and continuing during the remainder of the Term, Employee shall serve as in the position of Executive Vice President and Chief Operating Officer of Parent, reporting directly to the Corporation during CEO. Employee shall perform such duties, functions and responsibilities for Parent and its Subsidiaries (together, the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions “Company Group”) commensurate with the Employee’s position at the time and as may from time to time be reasonably assigned and lawfully directed by the respective Boards of the Employer. The CEO. (b) Employee shall be responsible for implementing devote Employee’s full business time and attention and full diligence and vigor and good faith efforts to the policies of the Board of Directors affairs of the Company and Employee shall not engage in any other business duties or pursuits or render any services of a professional nature to any other entity or person, or serve on any board of directors, without the Board of Directors prior written consent of the CorporationCEO. (c) Employee’s principal place of employment shall initially be the Company’s offices in London, United Kingdom. However, Employee may, at any time during the Term, determine to relocate to Parent’s headquarters in Jersey City, New Jersey, United States (the “Headquarters”). In addition, if, on or after January 1, 2022, the CEO reasonably concludes that it is in the best interests of the Company Group for Employee to relocate her principal place of employment to Headquarters, then the CEO may require Employee to so relocate to Headquarters (subject to an applicable U.S. work visa having been issued to Employee), and Employee will have eight (8) months within which to so relocate; provided that, if Employee refuses or fails to relocate within such eight (8) month-period following such determination and an applicable U.S. work visa has been issued, then Employee will be deemed to have resigned without Good Reason pursuant to Section 5(c) hereof; provided, further, that this sentence shall report cease to the President and Chief Executive Officer apply upon consummation of the Companya Change in Control (as defined below). In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate shall cooperate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or to complete the reputation of the Corporation or CompanyU.S. work visa application process as quickly as reasonably practicable. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Mack Cali Realty L P)

Duties and Responsibilities. 4.1. So long as he is employed hereunderDuring the Employment Period, Employee the Executive shall serve as President the Chief Executive Officer of the Corporation during the Employment Term FGX Holdings and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards each of the Employerits subsidiaries. The Employee Executive shall be responsible for implementing the policies of report to the Board of Directors of FGX Holdings (the Company “Board”) and shall perform such duties and have such responsibilities and authority as are typically afforded a chief executive officer and as may otherwise reasonably be assigned and delegated to him from time to time by the Board. The Executive shall serve as a member of the Board of Directors during that portion of the Corporation, and Employment Period during which FGX Holdings remains a privately held company. FGX Holdings shall report use best efforts if FGX Holdings shall become publicly held at any time during the Employment Period to maintain the President and Executive on the Board at each stockholders meeting held during his period of service as the Chief Executive Officer of FGX Holdings at which his election to the CompanyBoard is submitted to a vote of stockholders. In such capacity, Employee agrees to discharge The Executive shall at all times perform his duties to the best of his abilities and to devote substantially all of his working time responsibilities honestly, diligently, in good faith and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability. The Executive shall observe and comply with all of the rules, regulations, policies and procedures established by the duties set forth in Paragraphs 1 Company from time to time and 4 all applicable laws, rules and regulations imposed by any governmental or regulatory authorities from time to time. The Executive’s employment by the Company shall be full-time and exclusive and the Executive agrees that he will devote his full business time, attention and use energies to the performance of his ability obligations hereunder. Notwithstanding anything to the contrary set forth herein, the Executive shall be permitted during the Employment Period to (a) engage in charitable and influence civic activities, (b) serve as a member of the board of directors of not more than two additional for profit corporations and (c) manage his personal passive investments, provided (i) such personal passive investments are not in a company or companies which engage in any business which is similar to promote or competitive with the business which the Company or any of its successaffiliates are engaged in or are then planning to engage in, (ii) such investments represent the beneficial ownership of less than two percent (2%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, which are publicly owned and regularly traded on any national securities exchange or over-the-counter market, and (iii) neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations or otherwise takes part in its business other than exercising his right as a shareholder, and in the case of (a), (b) and (c), such activities do not individually or in the aggregate interfere with the performance of the Executive’s duties and responsibilities under this Agreement. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation Executive shall be based at the sole property of Corporation and Employee shall have no right Company’s headquarters in Smithfield, Rhode Island, subject to share in any commission resulting from such business, except travel to other geographic locations as may be specifically provided herebynecessary to fulfill his obligations under this Agreement.

Appears in 1 contract

Samples: Employment Agreement (FGX International Holdings LTD)

Duties and Responsibilities. 4.1The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no additional duties shall be implied or inferred. So long as he is employed hereunder, Employee In case an Event of Default has occurred that has not been cured or waived the Trustee shall serve as President exercise such of the Corporation during rights and powers vested in it by this Indenture, and use the Employment Term same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. No provision of this Indenture shall be construed to relieve the Securities Administrator or the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred: (i) the duties and obligations of the Securities Administrator and the Trustee shall be determined solely by the express provisions of this Indenture, and the Securities Administrator and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Securities Administrator or the Trustee; and (ii) in the absence of bad faith and willful misconduct on the part of the Securities Administrator or the Trustee, the Securities Administrator or the Trustee, as applicable, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, and shall be fully protected in acting or refraining from acting, upon any certificates, opinions of counsel or other documents furnished to the Securities Administrator or the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions that by any provisions hereof are specifically required to be furnished to the Securities Administrator or the Trustee, the Securities Administrator or the Trustee, as applicable, shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate, and shall have no liability in connection with, the accuracy of any mathematical calculations or other facts stated therein); (b) neither the Securities Administrator nor the Trustee shall be liable for any error of judgment made in good faith by its Responsible Officer or Officers, unless it shall be proved by final judgment of a court of competent jurisdiction that is no longer subject to review or appeal that the Securities Administrator or the Trustee, as applicable, was grossly negligent in ascertaining the pertinent facts; (c) neither the Securities Administrator nor the Trustee shall be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with this Indenture or at the direction of the Holders of not less than a majority in principal amount of the Notes at the time outstanding determined as provided in Section 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator or the Trustee, or exercising any trust or power conferred upon it or refraining from taking any action believed in good faith to be beyond the scope of its powers, under this Indenture; (d) whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Securities Administrator or the Trustee shall be subject to the provisions of this Section 7.01; (e) neither the Securities Administrator nor the Trustee shall be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the Notes; (f) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Securities Administrator or the Trustee, the Securities Administrator or Trustee, as applicable, may conclusively rely on its failure to receive such responsibilitiesnotice as reason to act as if no such event occurred, unless its Responsible Officer had actual knowledge of such event; (g) in the absence of written investment direction from the Company, all cash received by the Securities Administrator or the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Securities Administrator or the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and neither the Securities Administrator nor the Trustee shall have any obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company; (h) in the event that the Securities Administrator or the Trustee is acting as Custodian, Note Registrar, Paying Agent or Conversion Agent hereunder, the rights, privileges, immunities, benefits and protections afforded to the Securities Administrator or the Trustee, as applicable, pursuant to this Article 7 shall also be afforded to such Custodian, Note Registrar, Paying Agent or Conversion Agent; (i) neither the Securities Administrator nor the Trustee shall have a duty to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind; (j) neither the Securities Administrator nor the Trustee shall be required to give any bond or surety in respect of the powers granted hereunder; (k) in making or disposing of any investment in accordance with Company’s written investment direction pursuant to Section 7.01(g), the Securities Administrator or the Trustee, as applicable, may, if directed by the Company, deal with itself (in its individual capacity) or with any one or more of its Affiliates, in each case on an arm’s-length basis and on standard market terms, whether it or such Affiliate is acting as a subagent of the Securities Administrator, of the Trustee or for any third person or dealing as principal for its own account; (l) neither the Securities Administrator nor the Trustee shall be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s or any other entity’s compliance with the covenants described herein or with respect to any reports or other documents filed under this Indenture, the Notes or any other related document; (m) no provision of this Indenture shall be deemed to impose any duty or obligation on the Securities Administrator or the Trustee to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations, or to exercise any right or power, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would violate applicable law binding upon it (which determination may be based on the advice or opinion of counsel); (n) notwithstanding anything to the contrary herein, any and authority all email communications (both text and attachments) by or from the Trustee or the Securities Administrator that the Trustee or the Securities Administrator deems to contain confidential, proprietary, and/or sensitive information may be encrypted. The recipient (the “Email Recipient”) of the encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the first secure email sent by the Trustee or the Securities Administrator to the Email Recipient. Additional information and assistance on using the Securities Administrator’s encryption technology can be found at Citibank’s Secure Email website at xxxx://xxx.xxxxxxxxx.xxx/informationsecurity/dataprotect.htm or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000. (o) the Trustee and the Securities Administrator shall each have the right to require that any directions, instructions or notices provided to it be signed by an Authorized Person (as is customary for persons serving in similar officer positions and hereinafter defined), be provided on corporate letterhead, be notarized or contain a medallion signature guarantee, or contain such other evidence as may be reasonably requested by the Trustee or the Securities Administrator to establish the identity and/or signatures thereon. The identity of such Authorized Persons, as well as their specimen signatures, title, telephone number and e-mail address, shall be delivered to the Trustee or the Securities Administrator, as applicable, in a list of authorized signers and shall remain in effect until the applicable party, or an entity acting on its behalf, notifies the Trustee or the Securities Administrator, as applicable, of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”); and (p) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Trustee or the Securities Administrator, as applicable, will ask for information that will allow the Trustee or the Securities Administrator, as applicable, to identify relevant parties. The parties hereto hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time be reasonably assigned by from the respective Boards Trustee or the Securities Administrator, as applicable. None of the Employer. The Employee provisions contained in this Indenture shall be responsible for implementing require the policies of Securities Administrator or the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report Trustee to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to expend or risk its own funds or otherwise incur personal financial liability in the performance of his any of its duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name exercise of and on behalf any of Corporationits rights or powers. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Indenture (BlackRock Kelso Capital CORP)

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Duties and Responsibilities. 4.1The Company does hereby employ Executive and Executive hereby accepts such employment as Regional Vice President--Sales. So long as he is employed hereunder, Employee shall serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and Executive shall report to the President of the Company, and Chief subject to the directions of the President, shall be responsible for supervising sales activities of branches assigned to Executive Officer and related matters, including profit and loss for assigned branches and region, customer relations and agreements with significant customers and performing other functions similar to the functions presently performed by Executive at the Company connected with the foregoing; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as Regional Vice President--Sales of the Company. In Notwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Guarantor plans to investigate combining its existing distribution business, or segments thereof, with those of the Company, and where feasible or practicable, to combine such capacitybusiness, Employee agrees or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's 108 responsibilities (but not Executive's job title), but in no event will Executive be required to discharge his duties to the best accept job responsibilities in an area outside of his abilities current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company and/or the Guarantor with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company or the Guarantor. During the term of this Agreement, Executive shall devote substantially all of his working full business time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement Company and shall not be engaged in such activities does not adversely affect any other duties which interfere with the performance of his duties on behalf of hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Merger Agreement (Bell Industries Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunderFrom and after the Effective Date, Employee Executive shall serve as the Executive Vice President – Finance, of the Corporation during the Employment Term and shall have such responsibilities, Company. The duties and authority responsibilities of Executive shall be those of a senior executive of the Company as is customary for persons serving in similar officer positions and as may the same shall be assigned to him, from time to time be reasonably assigned time, by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company (the “Board”) and on a day-to-day basis by the Board of Directors of the Corporation, and shall report to the President Chief Financial Officer and Chief Executive Officer of the Company. In such capacityNotwithstanding the foregoing, Employee Executive’s duties shall include, but not be limited to, (i) supporting the Company and the Company’s Chief Financial Officer in the timely preparation of the Company’s consolidated financial statements and filing of the Company’s periodic reports with the Securities and Exchange Commission (the “SEC”), (ii) facilitating the transition of Executive’s historic duties and responsibilities to the Chief Financial Officer, (iii) supporting the Company’s efforts to remediate material weaknesses previously identified in the Company’s annual report on Form 10-K filed for the year ended December 31, 2016 (the “2016 Financial Statements”) and (iv) cooperating fully with any action, claim, demand, suit, litigation, arbitration proceeding, administrative or regulatory proceeding of any nature, civil, criminal, regulatory or otherwise, in law or in equity, or any investigation, examination, inquiry or audit by or before any federal or state regulatory body with jurisdiction over the Company. Executive recognizes that, during the period of his employment hereunder, he owes an undivided duty of loyalty to the Company (for avoidance of doubt, in this section and throughout this Agreement, the term “Company” includes all subsidiaries and affiliates of the Company and all entities under common control with the Company) and agrees to discharge his duties to the best of his abilities and to devote substantially all of his working business time and attention to the performance of his duties under this Agreementand responsibilities and to use his best efforts to promote and develop the business of the Company. The Employee Subject to the approval of the Board, which shall not be unreasonably withheld, Executive shall be entitled to serve on corporate, civic, and/or charitable boards or committees and to otherwise reasonably participate as a member in community, civic, or similar organizations and the pursuit of personal investments, in each case which do not present any material conflicts of interest with the Company. If requested by the Company, Executive shall serve as a member of the board of directors (or comparable managing body) of any of the Company’s affiliates to which he may affiliate with professional associationsbe elected, business and civic organizations in support of his role each case, without additional compensation. Executive also shall serve, without additional compensation, as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf affiliates of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as he may be specifically provided herebyappointed.

Appears in 1 contract

Samples: Employment Agreement (Amtrust Financial Services, Inc.)

Duties and Responsibilities. 4.1(A) During the Term, Executive shall be employed by the Company as President. So long as he is employed hereunderAs such, Employee Executive shall serve as President of the Corporation during the Employment Term attend to any and shall have all duties commensurate with this position and such responsibilities, other duties and authority as is customary for persons serving in similar officer positions and responsibilities as may from time to time be reasonably assigned to or vested in Executive by Company's Board of Directors. Executive acknowledges and agrees that Executive may be required, without additional compensation, to perform services for any business entity controlled by the respective Boards Company by virtue of direct or indirect beneficial ownership of voting securities of or voting interest in the Employer. The Employee shall be responsible for implementing controlled entity (such business entities hereinafter individually and collectively being called "Subsidiary" or "Subsidiaries" as the policies of case may be) and to accept such office or position with any Subsidiary as the Board of Directors of the Company and the Board of Directors of the Corporationmay require, and shall report to the President and Chief Executive Officer of the Company. In such capacityincluding, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees service as an officer or director of the Company or any Subsidiary. Executive shall comply with all applicable policies of the Company and charges on all insurance and all other financial services and products business transacted through Subsidiaries. (B) Executive's employment with the efforts of Employee Company shall be invoiced full-time. During the Term, Executive shall, except during periods of vacation, sick leave, or other authorized leave of absence, devote the whole of Executive's time, attention, skill, and ability during the usual business hours (and outside those hours when reasonably necessary to Executive's duties hereunder) to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by faithful and diligent performance of the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; duties and all premiums shall be collected by Employee in the name of and on behalf of Corporationresponsibilities described herein. 4.3. Except (C) During the Term, it shall not be a violation of this Agreement for Executive to serve as otherwise provided hereinan officer or director of a cooperative apartment, or civic or charitable organization or committee, to perform speaking engagements, or to manage personal passive investments, so long as Employee is employed such activities (individually or in the aggregate) do not conflict or materially interfere with the performance of Executive's duties hereunder, Employee . (D) Executive's services shall faithfully execute, be performed in New York and Georgia as well as at such other locations and subject to such travel requirements as reasonably necessary to the best performance of his ability, the Executive's duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyhereunder.

Appears in 1 contract

Samples: Employment Agreement (R Wireless Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunderAs EVP and the United States COO, Employee shall serve have such duties, responsibilities and powers as President are customary and appropriate for such offices including, without limitation, primary responsibility for directing the day-to-day management of the Corporation during Company’s current operations in the Employment Term United States and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report its imaging systems division; budget preparation according to the Company’s general rules; the right to hire and terminate employees in the Company’s current operations in the United States and its imaging systems division; and such other responsibilities and duties that customarily appertain to the roles of an Executive Vice President and COO of United States Operations. In his capacity as EVP and United States COO, Employee shall, at all times, report directly to the Company’s President and Chief Executive Officer of the CompanyOfficer. In such capacity, Employee agrees to discharge devote his duties to the reasonable best of diligence and his abilities and to devote substantially all of his working full time and attention to the performance of his duties under this Agreementhereunder. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement initial principal place of employment shall be at the Company’s headquarters in such activities does not adversely affect Long Island City, New York; Employee shall travel as reasonably required in the performance of his duties on behalf hereunder. Throughout the term of Employee’s employment with the Company, Employee shall serve as a member of the Corporation or Company’s Board of Directors, subject to election by the Company or Company’s shareholders. As a director, Employee shall have all the reputation rights, responsibilities and obligations conferred and/or imposed upon all employee members of the Corporation or Board of Directors pursuant to relevant law, rule and regulation, as well as the Company. 4.2’s Certificate of Incorporation and By-Laws. All fundsIn addition, included but not limited toduring his term of employment with the Company, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to a member of the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of CorporationCompany’s Executive Committee, if any. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Sirona Dental Systems, Inc.)

Duties and Responsibilities. 4.1. So long as he is (a) Executive agrees to be employed hereunder, Employee shall serve as President by the Company and be actively engaged on a full-time basis in the business and activities of the Corporation during Company and its Affiliates for the Employment Term entirety of the Term, and, subject to Section 3(c), to devote substantially all of Executive’s working time and shall have such responsibilities, attention to the Company and its Affiliates and the promotion of its business and interests and the performance of Executive’s duties and authority responsibilities hereunder. Executive shall be employed hereunder as is customary for persons serving in similar officer positions Executive Vice President and Chief Financial Officer of the Company with such duties and responsibilities as may directed from time to time be reasonably assigned by the respective Boards Chief Executive Officer (“CEO”) or President of the Employer. The Employee shall be responsible for implementing the policies of Company (“President”) or the Board of Directors of the Company (the “Board”) or are consistent with such position, including, without limitation, the duty to use his reasonable best efforts to ensure that the business and activities of the Company and its Subsidiaries are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall report directly to the CEO or President. Executive agrees to cooperate with reasonable requests of the Company, which will generally be communicated through the Board of Directors or President or CEO, to provide services to Affiliates of the CorporationCompany (including Harbinger Capital Partners LLC) with approval from the Compensation Committee or the Board, and shall report from time to time. (b) During the Term, Executive will carry out his duties as Executive Vice President and Chief Executive Financial Officer in the Company’s headquarters in New York City, or any future headquarters of the Company. In such capacity, Employee agrees subject to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to normal travel requirements in connection with the performance of his duties. (c) During the Term, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties under this Agreementand responsibilities hereunder. The Employee may affiliate with professional associationsFor the avoidance of doubt, business during the Term, Executive shall not be permitted to become employed by, engaged in or to render services for any Person other than the Company and civic organizations in support of his role as an officer its Affiliates, shall not be permitted to be a member of the Corporationboard of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Board, and shall not be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that Employee’s involvement nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his personal investments to the extent that such other activities does not adversely affect do not, subject to Section 7, conflict in any material way with the performance of his Executive’s duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companyhereunder. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Harbinger Group Inc.)

Duties and Responsibilities. 4.1(a) The Executive’s duties at the Company will include all the duties and responsibilities associated with a Chief Financial Officer of a U.S. listed public company with primary operations in the People’s Republic of China with primarily focusing on tasks and responsibilities associated with the Company’s compliance with the rules and regulations of U.S. securities laws. So As Chief Financial Officer of the Company, the Executive shall be mainly responsible for all financial reporting aspects of the business of the Company in the United States, including review of the financial operations and financial statements of the Company under U.S. GAAP, as well as all tasks and responsibilities normally associated with the offices of Chief Financial Officer based in the United States of companies of similar size and nature to the Company. During the term of her Employment, Executive shall report to and be responsible to the Company’s Chief Executive Officer and the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board and the Chief Executive Officer, as long as he is employed hereunder, Employee shall serve as President such duties and responsibilities are consistent with those of the Corporation during Company’s Chief Financial Officer. (b) The Executive shall devote all of her working time, attention and skills to the Employment Term performance of her duties to the Company and the Group and shall have such responsibilitiesfaithfully and diligently serve the Company and the Group in accordance with this Agreement, duties the Articles of Incorporation and authority Bylaws of the Company, as is customary for persons serving in similar officer positions amended and as may restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time be reasonably assigned by the respective Boards Board. (c) The Executive shall use her best efforts to perform her duties hereunder. The Executive shall not, without the prior written consent of the Employer. The Employee shall be responsible for implementing the policies Board, become an employee of the Board of Directors of any entity other than the Company and the Board of Directors any member of the CorporationGroup, and shall report to not be concerned or interested in any business or entity that engages in the President and Chief Executive Officer same business in which the Company or any member of the Company. In Group engages (any such capacitybusiness or entity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporationa “Competitor”), provided that Employee’s involvement nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of her interest in such activities does not adversely affect the performance of his duties on behalf of the Corporation shares or securities in a timely manner and with such details and particulars as the Company or the reputation of the Corporation or Companymay reasonably require. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Xiangtian (Usa) Air Power Co., Ltd.)

Duties and Responsibilities. 4.1. So long as he is (a) During the Term, Executive agrees to be employed hereunder, Employee shall serve as President and devote substantially all of Executive’s business time and efforts to the Corporation during Company and the Employment Term promotion of its interests and shall have such responsibilities, the performance of Executive’s duties and authority responsibilities hereunder as is customary for persons serving in similar officer positions Chief Operating Officer, upon the terms and conditions of this Agreement. Executive shall perform such lawful duties and responsibilities as may directed from time to time be reasonably assigned by the respective Boards Chief Executive Officer of the Employer. The Employee shall be responsible for implementing the policies of Company (“CEO”), or the Board of Directors of the Company (the “Board”) that are customary for a Chief Operating Officer. (b) During the Term, Executive shall report directly to the CEO or his/her designee, or in the absence thereof the Board. Executive acknowledges that Executive’s duties and responsibilities may require Executive to travel on business to the Board extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of Directors absence). The Executive will serve as an officer and director of subsidiaries and affiliates but shall not be entitled to any additional compensation for such board service while employed by the Company. (c) During the Term, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder; provided, however, Executive may manage Executive’s personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to the extent that such activities do not interfere with the performance of Executive’s duties hereunder, and are not in conflict with the business interests of the CorporationCompany or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall report not be permitted to be a member of the President and Chief Executive Officer board of directors of any company, in any case without the prior consent of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Infrastructure & Energy Alternatives, Inc.)

Duties and Responsibilities. 4.1. So long The Company hereby agrees to Executive’s employment as he is employed hereunder, Employee shall serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee Company and Executive agrees to discharge his duties such continued employment upon the terms and subject to the best conditions set forth herein. During the Initial Term and each Additional Term (collectively, the “Term”), the Executive shall perform and possess the functions, duties, powers and responsibilities of the type customarily possessed and performed by persons serving as President and Chief Executive Officer of businesses of similar size and nature and the Executive shall also have such other functions, duties, powers and responsibilities as the Board may from time to time assign to the Executive, so long as such functions, duties, powers and responsibilities are consistent with the functions, duties, powers and responsibilities of a Chief Executive Officer of an entity of similar size and nature. Executive agrees, subject to his abilities election or appointment and without additional compensation, to serve during the Term in such additional offices of comparable stature, duty, power and responsibility in the Company’s subsidiaries as requested by the Board. Executive shall report solely and directly to the Board. During the Term, Executive shall devote substantially all of his working business time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business hereunder (vacations and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees absences due to illness excluded) faithfully and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 abilities and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is shall not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share engage in any commission resulting from such other business, except as may be specifically provided herebyprofession or occupation for compensation or otherwise which would conflict with the rendition of such services, without the prior written consent of the Board. Executive agrees to comply with (i) all laws, rules and regulations, and all requirements of all regulatory, self-regulatory, and administrative bodies, in each case applicable to the Company’s business; (ii) the Company’s promulgated rules, procedures, policies, and requirements; and (iii) lawful directions furnished to Executive by the Board.

Appears in 1 contract

Samples: Employment Agreement (Ministry Partners Investment Company, LLC)

Duties and Responsibilities. 4.1. So long as he is employed hereundera. The Company hereby employs Executive, Employee shall serve as President of and Executive hereby accepts employment, subject to the Corporation terms and conditions contained herein, during the Employment Term and shall have such responsibilitiesTerm, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report Co-Chief Operating Officer & Co-President reporting to the President and Company’s Chief Executive Officer of Officer. During the Company. In such capacityTerm, Employee Executive agrees to discharge his duties to the best of his abilities be employed by and to devote substantially all of his working Executive’s business time and attention to the performance Company and the promotion of its interests and to use his duties under this Agreement. The Employee may affiliate with professional associationsbest efforts to faithfully and diligently serve the Company; provided, business and civic organizations in support of his role as an officer of however, that, to the Corporation, provided that Employee’s involvement in extent such activities does do not adversely affect significantly interfere with the performance of his duties duties, services and responsibilities under this Agreement, Executive shall be permitted to (i) manage his personal, financial and legal affairs, (ii) serve on behalf civic or charitable boards and committees of such boards and (iii) to the extent approved by the Board pursuant to a duly authorized resolution of the Corporation or Board, serve on corporate boards and committees of such boards. Executive will perform such lawful duties and responsibilities as are commensurate with Executive’s titles and positions and as are generally consistent with those exercised by Executive prior to the Company or Effective Date, and such other duties and responsibilities commensurate with Executive’s titles and positions as may be reasonably requested by the reputation Chief Executive Officer from time to time. Executive will have the authority customarily exercised by an individual serving in such capacity of a corporation of the Corporation size and nature of the Company. During the Term, upon request shall serve as a director or an officer of one or more subsidiaries of the Company, or of an Affiliate of the Company. Executive shall not be compensated additionally in Executive’s capacity as a member of the Board or as a director or officer of a subsidiary or Affiliate of the Company. 4.2. All fundsb. During the Term, included Executive’s principal place of employment shall be in one of the Company’s principal offices, including, but not limited to, premiumsthe Company’s offices in Manhattan, commissionsNew York, fees Short Hills, New Jersey and charges Palm Beach, Florida, or such other location as may otherwise be agreed with the Company. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable extent reasonably necessary to Corporation or any insurance company it represents; fully perform Executive’s duties and all premiums shall be collected by Employee in the name of and on behalf of Corporationresponsibilities hereunder. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Virtu Financial, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder(a) During the Term, Employee the Executive shall serve as an Executive Vice President and Director of the Corporation during the Employment Term Company and shall have also serve as a co-principal executive officer (either president or executive vice president) of All Access Operating and the Record Label with such responsibilitiesresponsibility and status commensurate with such position and at least equivalent to that which the Executive currently holds with All Access. During the Term, duties the Executive shall, along with Xxxxx Xxxxx and authority as is customary for persons serving in similar officer positions and as may from time subject only to time be reasonably assigned by the respective Boards review of the Employer. The Employee shall be responsible for implementing Board of Directors regarding matters not involving day to day operations or not otherwise in the ordinary course of business, determine the policies for and have full control over the normal day to day operations of All Access Operating. With respect to any bonus pool which the Company may create which is solely payable to employees of All Access Operating or the Record Label, the Executive and Xxxxxxx Xxxxx shall determine the allocation and payment of bonuses thereunder. (b) In serving the Company, the Record Label and All Access Operating the Executive shall report to the Board of Directors of the Company. The Executive and Xxxxxxx Xxxxx shall be responsible for the hiring and firing, and compensation of all other employees under their direction and consistent with the All Access and/or the Record Label Operating Budget. (c) For purposes hereof, the All Access Operating Budget for the fiscal year ending June 30, 1997 has been approved and consists of the budget presented as of the date hereof with modifications therein based on actual operations thereafter. Thereafter budgets for annual fiscal periods prepared on a like basis shall be presented for review and approval by the Company's Board of Directors. Such review and approval shall be consistent with sound business practice. (d) The parties agree that for the twelve month period following the effective date of the IPO, the Company will, from the proceeds of the IPO, invest an amount of not less than $200,000 in developing and expanding the business and operations of All Access Operating in accordance with a budget prepared by Messrs., Xxxxx and Xxxxx, and approved by the Company's Board of Directors (the "Development Budget"). (e) For purposes hereof, the term Record Label Operating Budget shall mean all costs and expenses associated with developing and operating the business and affairs of the Record Label, which budget shall be established at not less than $650,000 (plus the Base Salary of Xxxxx Xxxxx) for the 12 month period following the Effective Date of the IPO ("Initial Period"). In addition to said $650,000, it is agreed that the Record Label will pay the Executive a base salary of $150,000 (the "Base Salary"). Thereafter, the Record Label Operating Budget shall be developed by Messrs. Xxxxx and Xxxxx and presented to the Board of Directors for approval. The Board of Directors shall approve the expenditure of an additional $650,000 (plus the Base Salary of Xxxxx Xxxxx) for the next 12 month period thereafter if the following criteria have been met: (i) a distribution agreement covering the releases of the Corporation, Record Label and shall report conforming with normal industry standards has been executed within the Initial Period with one of the six main record distribution companies or such other distribution company reasonably acceptable to the President Board of Directors; (ii) the Record Label has filled the positions of marketing/sales and Chief radio/promotion with persons having a level of experience and reputation reasonably acceptable to the Board of Directors; (iii) the Record Label has released at least two records under the distribution agreement within the Initial Period; and (iv) the Company has sold at least 70,000 units under the distribution agreement during the Initial Period. (f) During the Term, the Executive Officer shall serve on the Executive Advisory Committee of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer which shall be a committee comprised of the Corporationprincipal executive officers of each subsidiary or division which shall advise the Board of Directors on business matters affecting the Company, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companyincluding potential business ventures and acquisitions. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Paradise Music & Entertainment Inc)

Duties and Responsibilities. 4.1(a) The Executive’s duties at the Company will include all the duties and responsibilities associated with a _______ of a U.S. listed public company with primary operations in the People’s Republic of China. So As _________ of the Company, the Executive shall be primarily responsible for _________, as well as all tasks and responsibilities normally associated with the offices of _________ of a road maintenance and sanitation equipment and services provider of similar size and nature to the Company. During the term of Employment, Executive shall report to and be responsible to the Company’s [Chief Executive Officer1 and] board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the [the Company’s Chief Executive Officer2 and the] Board, as long as he is employed hereunder, Employee shall serve as President such duties and responsibilities are consistent with those of the Corporation during Company’s _________. 1 Add for CFO agreement. 2 Add for CFO agreement. (b) The Executive shall devote all of Executive’s working time, attention and skills to the Employment Term performance of Executive’s duties to the Company and the Group and shall have such responsibilitiesfaithfully and diligently serve the Company and the Group in accordance with this Agreement, duties the memorandum and authority articles of the Company, as is customary for persons serving in similar officer positions amended and as may restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time be reasonably assigned by the respective Boards Board. (c) The Executive shall use Executive’s best efforts to perform Executive’s duties hereunder. The Executive shall not, without the prior written consent of the EmployerBoard, become an employee of any entity other than the Company and any member of the Group, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Employee Executive shall be responsible for implementing notify the policies Company in writing of Executive’s interest in such securities in a timely manner and with such details and particulars as the Board of Directors Company may reasonably require. (d) The Executive acknowledges the Executive’s and the Company’s public reporting obligations associated with the Executive’s position of the Company under applicable securities laws, rules and regulations, and the Board of Directors of Executive shall use the Corporation, and shall report Executive’s efforts to comply with all such reporting obligations that are Executive’s personal responsibility; provided that the President and Chief Executive Officer of the Company. In such capacity, Employee Company agrees to discharge his duties provide the Executive with assistance and support with respect to all such filings (including making such filings on the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that EmployeeExecutive’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companybehalf). 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (REED LTD)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall A. During the Term of this Contract the District Superintendent agrees to serve as President Chief Administrator of the Corporation during the Employment Term District and shall have such responsibilities, duties and authority as is customary Executive Officer for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors School Directors, and to perform the duties of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties District Superintendent to the best of his abilities in a competent and professional manner in accordance with the laws of the Commonwealth of Pennsylvania, the District’s Job Description for the position of District Superintendent (attached and incorporated into this Contract as Appendix A), and the provisions of this Contract. B. The District Superintendent shall be responsible for the total day-to-day administration of the District subject to devote substantially officially adopted policies of the Board. All official contacts between Board Members and the staff of the District shall be pursuant to the Superintendent’s Job Description and Board Policies. Nothing in this section shall preclude the right of Board Members to exercise their responsibilities as individual Board members in the areas of monitoring District operations, conducting oversight activities, or visiting schools, as set forth in Board policy or directed by the Board. C. The District Superintendent shall have a seat on the Board of School Directors and the right to speak on all issues before the Board but shall not have the right to vote. The District Superintendent and/or his designee shall have the right to attend all regular and special meetings of his working time the Board and all committee meetings thereof, except those relating to the District Superintendent’s own employment, and shall serve as advisor to the Board and its committees in all matters affecting the District. The Board and its members individually shall promptly refer all District-related criticisms, complaints and suggestions called to its attention to the District Superintendent or other appropriate administrator for study, disposition, or recommendation as appropriate. Any complaints or criticisms related to the Superintendent shall be referred to the President of the Board of School Directors. D. The District Superintendent agrees to devote his time, attention, energies, skills and labor to his employment as District Superintendent during the term of this Contract provided, however, that he may undertake, and be compensated for, outside work, including consultative work, speaking engagements, writing, lecturing, adjunct teaching, or other professional services which do not interfere with the District Superintendent’s obligations pursuant to this Contract, provided the Board approves in advance of such outside work. If the Board reasonably determines that any outside work of the District Superintendent is or has the likelihood of substantially interfering with the District Superintendent’s performance of his duties under as District Superintendent pursuant to this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his abilityContract, the duties set forth Board shall so notify him and the District Superintendent will stop the outside work as soon as he practically and reasonably is able to discontinue such outside work, and in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting event later than ninety (90) days from such business, except as may be specifically provided herebynotification.

Appears in 1 contract

Samples: Contract for Employment of District Superintendent

Duties and Responsibilities. 4.1. So long 3.1 During the Term of this Agreement, the Employee shall initially be employed as President and CEO of XxXxxxxx Bay International, Ltd. as well as Chief Financial Officer and shall perform the services and functions relating to the office or offices in which he is employed hereunder, Employee shall serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time elected or otherwise reasonably incident to such office or offices, all in accordance with the job description which is attached hereto and which is incorporated herein by reference and made a part hereof, and such amendments or modifications to said job description as shall be reasonably assigned directed by the respective Boards Board of the EmployerDirectors. The Employee shall be responsible for implementing subject to the policies direction of the Board of Directors of the Company Employer. 3.2 During the Term of this Agreement, the Employee will devote his best efforts and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this AgreementAgreement except for vacation periods and reasonable absences due to injury or illness as permitted by Employer’s general policies. The Employee may affiliate with professional associations, business employment relationship between the parties shall be governed by the general employment policies and civic organizations in support of his role as an officer practices of the CorporationEmployer, provided except that Employeewhen the terms of this Agreement differ from or are in conflict with the Employer’s involvement general employment policies or practices, this Agreement shall control. 3.3 It is contemplated that the Employee will be obliged from time to time and for reasonable periods of time to travel in such activities does not adversely affect the performance of his duties on behalf and obligations under this Agreement. However, the principal place of employment of the Corporation Employee which the Employee shall report for work will be at the Employer’s office in Ada, Michigan as well as Employer’s primary office in Southeastern Michigan. 3.4 It is expressly understood and agreed that during the Term of this Agreement, the Employee shall not engage in any other business or business opportunity whether or not such business activity is pursued for gain, profit or other pecuniary advantage; provided, however, that: (a) The Employee may engage in personal, charitable, professional and investment activities to the Company extent such activities do not conflict or interfere with the reputation Employee’s duties and obligations under this Agreement or with Employee’s ability to perform his duties and responsibilities under this Agreement; and, (b) The Employee shall not be prevented from investing his assets in such form or manner as will not require any substantial amount of time or services on the part of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name operation of and on behalf the affairs of Corporationthe enterprises in which such investments are made. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (McKenzie Bay International LTD)

Duties and Responsibilities. 4.1. So long as he is (a) During the Term, Executive agrees to be employed hereunder, Employee shall serve as President and devote substantially all of Executive’s business time and efforts to the Corporation during Company and the Employment Term promotion of its interests and shall have such responsibilities, the performance of Executive’s duties and authority responsibilities hereunder as is customary for persons serving in similar officer positions Chief Executive Officer of Pantaya and Pantelion 2.0, upon the terms and conditions of this Agreement. Executive shall perform such lawful duties and responsibilities as may directed from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and (the Board of Directors of “Board”) or the Corporation, and shall report to the President and Chief Executive Officer of the Company (“CEO”) that are customary for the Chief Executive Officer of a company of the size and nature of Pantaya and Pantelion 2.0. (b) During the Term, Executive shall report directly to the CEO or a C-suite level Chief Operating Officer who receives reports from all Division Heads of the Company. In such capacity, Employee agrees Executive acknowledges that Executive’s duties and responsibilities shall require Executive to discharge his duties travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Pantaya’s premises currently located at 0000 Xxxxxxxx Xxx., Xxxxx Xxxxxx, XX 00000 (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). (c) During the Term, Executive shall use Executive’s best of his abilities efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder; provided, however, Executive may manage Executive’s personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to devote substantially all of his working time and attention to the extent that such activities do not interfere with the performance of his Executive’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall not be permitted to be a member of the board of directors of any company, in any case without the consent of the Company (for all purposes under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer any required consent of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf Company shall be evidenced by a duly authorized resolution of the Corporation or the Company or the reputation Board); provided, however, Executive may continue to serve on any boards of directors upon which Executive is currently serving as of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees Start Date and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.on Exhibit A.

Appears in 1 contract

Samples: Employment Agreement (Hemisphere Media Group, Inc.)

Duties and Responsibilities. 4.1. So long as he is (a) Executive agrees to be employed hereunder, Employee shall serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of Company and be actively engaged on a full-time basis in the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors business and activities of the Company and its Affiliates during the Board of Directors of the CorporationEmployment Period, and shall report and, subject to the President and Chief Executive Officer of the Company. In such capacitySection 3(c), Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his Executive’s working time and attention to the Company and its Affiliates and the promotion of its business and interests and the performance of Executive’s duties and responsibilities hereunder. During the Employment Period, Executive agrees to use his reasonable best efforts to ensure that the business and activities of the Company and its Subsidiaries are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall be employed hereunder as Vice President, Counsel and Corporate Secretary of the Company with such duties and responsibilities as directed from time to time by the Company. Executive shall report directly to the President and the Managing Director/Executive Vice President, Investments. Executive agrees to cooperate with reasonable requests of the Company to provide services to its Affiliates (including Harbinger Capital Partners LLC) in accordance with Company policies. (b) During the Employment Period, Executive will carry out his duties under this Agreement. The Employee may affiliate with professional associationsas Vice President, business Counsel and civic organizations Corporate Secretary in support of his role as an officer the Company’s headquarters in New York City, or any future headquarters of the CorporationCompany, provided that Employee’s involvement subject to normal travel requirements in such activities does not adversely affect connection with the performance of his duties. (c) During the Employment Period, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties on behalf and responsibilities hereunder. For the avoidance of doubt, during the Employment Period, Executive shall not be permitted to become employed by, engaged in or to render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the Corporation board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the President of the Company, and shall not be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees community affairs and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced managing his personal investments to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable extent that such other activities do not, subject to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided hereinSection 7, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share conflict in any commission resulting from such business, except as may be specifically provided herebymaterial way with the performance of Executive’s duties hereunder.

Appears in 1 contract

Samples: Employment Agreement (HRG Group, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunderDuring the Term, Employee Executive shall serve as President the full-time Chief Financial Officer of the Corporation during the Employment Term Company and shall have such responsibilities, the duties and authority as is customary for persons serving in similar officer positions responsibilities customarily associated with such position, and such additional duties and responsibilities as may from time to time be reasonably assigned to her by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company (the “CEO”). Executive shall report directly to the CEO and shall have oversight over the following functions: Finance (including Treasury), Accounting, Legal, Tax, Information Technology and Risk Management. Unless otherwise determined by the Board of Directors (the “Board”) of the Company’s parent, Number Holdings, Inc. (“Parent”), Executive shall (i) devote her full business time to the business and affairs of the Company, (ii) not engage in any other business activities, as a director, officer, employee or consultant or in any other capacity without Board consent, whether or not she receives compensation therefor and (iii) observe and comply with all rules, regulations, policies and practices of the Company. In The Board hereby consents to Executive serving as an advisor to Ares Management LLC or its designated affiliate (“Ares”) or as a member of the board of directors of a designated affiliate (or both) in such capacity, Employee agrees to discharge his and for such compensation therefor, as Ares and Executive may agree. Executive shall principally perform her duties at the Company’s headquarters in Los Angeles County, California. Notwithstanding the foregoing, (x) subject to the best prior approval of his abilities the Board (which shall not be unreasonably withheld), Executive may serve on one public company board of directors following the first anniversary of the Effective Date and to devote substantially all (y) Executive may serve on the boards of his working time charitable, civic or religious organizations, engage in charitable and attention to community affairs and activities, and manage her personal investments; provided that, in either case, such activities do not interfere with the performance of his Executive’s duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companyresponsibilities hereunder. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (99 Cents Only Stores LLC)

Duties and Responsibilities. 4.1(a) The Company hereby employs Executive and Executive hereby accepts employment, subject to the terms and conditions contained herein, during the Term, as Chief Executive Officer. So long as he is During the Term, Executive agrees to be employed hereunderby and devote substantially all of Executive’s business time and attention to the Company and the promotion of its interests and to use his best efforts to faithfully and diligently serve the Company; provided, Employee however, that, to the extent such activities do not significantly interfere with the performance of his duties, services and responsibilities under this Agreement, Executive shall be permitted to (i) manage his personal, financial and legal affairs, (ii) serve as President on civic or charitable boards and committees of such boards and (iii) to the extent approved by the Board pursuant to a duly authorized resolution of the Corporation Board, serve on corporate boards and committees of such boards; provided, further, that Executive (x) shall be permitted to continue to be engaged in, or provide services to, the businesses and activities set forth on Exhibit A, and (y) to the extent that such activities do not significantly interfere with the performance of his duties, services and responsibilities under this Agreement, shall be permitted to become engaged in, or provide services to, any other business or activity, whether as owner, partner, investor, consultant, agent, employee, co- venturer or otherwise, in which Xxxxxxx Xxxxx is permitted to become engaged in during the Employment Term and shall have Term, to the extent that Executive’s level of participation in such responsibilities, duties and authority as is customary for persons serving businesses or activities are consistent with Executive’s participation in similar officer positions and as may from time the businesses or activities set forth on Exhibit A prior to time be reasonably assigned by the respective Boards of the EmployerEffective Date. The Employee shall be responsible for implementing the policies of Executive will report solely to the Board of Directors of the Company (the “Board”). Executive will perform such lawful duties and responsibilities as are commensurate with Executive’s titles and positions and as are generally consistent with those exercised by Executive prior to the Effective Date, and such other duties and responsibilities commensurate with Executive’s titles and positions as may be reasonably requested by the Board of Directors of from time to time. Executive will have the Corporation, and shall report to the President and authority customarily exercised by an individual serving as Chief Executive Officer of a corporation of the size and nature of the Company and as is generally consistent with Executive’s authority prior to the Effective Date. During the Term, Executive shall serve as a member of the Board, and upon request shall serve as a director or an officer of one or more subsidiaries of the Company, or of an Affiliate of the Company. In such capacity, Employee agrees to discharge his duties to Executive shall not be compensated additionally in Executive’s capacity as a member of the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role Board or as an a director or officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf a subsidiary or Affiliate of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds(b) During the Term, included Executive’s principal place of employment shall be in one of the Company’s principal offices, including, but not limited to, premiumsthe Company’s offices in Manhattan, commissionsNew York, fees Short Hills, New Jersey and charges Palm Beach, Florida, or such other location as may otherwise be agreed with the Company. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable extent reasonably necessary to Corporation or any insurance company it represents; fully perform Executive’s duties and all premiums shall be collected by Employee in the name of and on behalf of Corporationresponsibilities hereunder. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Virtu Financial, Inc.)

Duties and Responsibilities. 4.1. So long as he is (a) During the Term, Executive agrees to be employed hereunder, Employee shall serve as President and devote substantially all of Executive’s business time and efforts to the Corporation during Company and the Employment Term promotion of its interests and shall have such responsibilities, the performance of Executive’s duties and authority responsibilities hereunder as is customary for persons serving in similar officer positions General Counsel, upon the terms and conditions of this Agreement. Executive shall perform such lawful duties and responsibilities as may directed from time to time be reasonably assigned by the respective Boards Chief Executive Officer of the Employer. The Employee shall be responsible for implementing the policies of Company (“CEO”), or the Board of Directors of the Company (the “Board”) that are customary for a General Counsel. (a) During the Term, Executive shall report directly to the CEO or his designee, or in the absence thereof the Board. Executive acknowledges that Executive’s duties and responsibilities may require Executive to travel on business to the Board extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of Directors absence). The Executive will serve as an officer and director of subsidiaries and affiliates but shall not be entitled to any additional compensation for such board service while employed by the Company. (b) During the Term, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder; provided, however, Executive may manage Executive’s personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to the extent that such activities do not interfere with the performance of Executive’s duties hereunder, and are not in conflict with the business interests of the CorporationCompany or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall report not be permitted to be a member of the President and Chief Executive Officer board of directors of any company, in any case without the prior consent of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Infrastructure & Energy Alternatives, Inc.)

Duties and Responsibilities. 4.1. So long as he is (a) During the Term, Executive agrees to be employed hereunder, Employee shall serve as President and devote substantially all of Executive’s business time and efforts to the Corporation during Company and the Employment Term promotion of its interests and shall have such responsibilities, the performance of Executive’s duties and authority responsibilities hereunder as is customary for persons serving Chief Operating Officer, upon the terms and conditions of this Agreement and commensurate with similar duties of a Chief Operating Officer of a similarly sized company in a similar officer positions line of business as the Company. Executive shall perform such lawful duties and responsibilities as may directed from time to time be reasonably assigned by the respective Boards Chief Executive Officer of the Employer. The Employee shall be responsible for implementing the policies of Company (“CEO”), or the Board of Directors of the Company (the “Board”) that are customary for a Chief Operating Officer. (b) During the Term, Executive shall report directly to the CEO or his/her designee, or in the absence thereof the Board. Executive acknowledges that Executive’s duties and responsibilities may require Executive to travel on business to the Board extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of Directors absence). The Executive may serve as an officer and director of subsidiaries and affiliates, but shall not be entitled to any additional compensation for such service while employed by the Company. (c) During the Term, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder; provided, however, Executive may manage Executive’s personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to the extent that such activities do not interfere with the performance of Executive’s duties hereunder, and are not in conflict with the business interests of the CorporationCompany or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall report not be permitted to be a member of the President and Chief Executive Officer board of directors of any company without the prior consent of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Infrastructure & Energy Alternatives, Inc.)

Duties and Responsibilities. 4.1. So long as he is (a) Executive agrees to be employed hereunder, Employee shall serve as President by the Company and be actively engaged in the business and activities of the Corporation Company and its Affiliates during the Employment Term Period, and shall have such responsibilities, to devote considerable time and attention to the Company and its Affiliates and the promotion of its business and interests and in no event less time than is reasonably required for the full performance of Executive’s duties and authority as is customary for persons serving responsibilities hereunder. During the Employment Period, Executive agrees to use his reasonable best efforts to ensure that the business and activities of the Company and its Affiliates are conducted in similar officer compliance with all applicable laws, rules and regulations in all material respects. Executive shall be employed hereunder with the title Chairman, President & Chief Executive Officer of the Company with such duties and responsibilities customarily associated with those positions under Delaware law and as may be further directed from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company (the “Board”) and reporting solely to the Board of Directors Board. Executive agrees to cooperate with reasonable requests of the CorporationCompany to provide services to the Company’s Affiliates (including Harbinger Group Inc. and its Affiliates) in accordance with Company policies. (b) During the Employment Period, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall report not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Employment Period except as otherwise expressly provided herein, Executive shall not (i) be permitted to become employed by, engaged in or to render services for any Person other than the President Company and Chief Executive Officer its Affiliates, (ii) be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Company. In such capacity, Employee agrees to discharge and (iii) be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his duties personal investments to the best of his abilities and extent that such other activities do not, subject to devote substantially all of his working time and attention to Section 7, conflict in any material way with the performance of his Executive’s duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companyhereunder. 4.2. All funds(c) Notwithstanding anything in this Agreement to the contrary, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee Executive shall be invoiced permitted to continue to provide services to Harbinger Group Inc. and its subsidiaries and affiliates (the “HGI Entities”) and Harbinger Capital Partners LLC and its current and future portfolio companies (the “Harbinger Capital Entities”), on an aggregate basis that is substantially comparable in terms of commitment, engagement and involvement with the duties and responsibilities undertaken by Executive for the HGI Entities and the Harbinger Entities (other than the Company) (collectively, the “Harbinger Entities”) prior to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporationdate hereof. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (HC2 Holdings, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder(a) During the 1999 Agreement Term, Employee Executive shall serve as Chief Executive Officer and President of the Corporation during the Employment Term Company and shall have such responsibilities, perform all duties and authority as is customary for persons serving in similar officer positions and accept all responsibilities incidental to such position or as may be assigned to him from time to time be reasonably assigned by the respective Boards Company's Board of the Employer. The Employee Directors, to whom he shall be responsible for implementing the policies of directly report, and he shall cooperate fully with the Board of Directors and other executive officers of the Company. During the 1999 Agreement Term Executive shall also be available to perform similar duties on behalf of subsidiaries or divisions of the Company. During the 1999 Agreement Term Executive shall at all times comply with policies and procedures adopted by the Company and ratified by the Board of Directors for executive employees of the Company and its subsidiaries, including without limitation the Board procedures and policies adopted by the Company regarding conflicts of Directors interest. (b) Executive represents and covenants to the Company that he is not subject, or a party, to any employment agreement, non-competition covenant, non-disclosure agreement or any similar agreement, covenant, understanding or restriction which would prohibit Executive from executing this 1999 Agreement or from adhering to the terms and provisions of the Corporation1998 Agreement, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge performing his duties to and responsibilities hereunder during the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations1999 Agreement Term or which would in any manner, business and civic organizations in support of his role as an officer of the Corporationdirectly or indirectly, provided that Employee’s involvement in such activities does not adversely limit or affect the performance of his duties on behalf of and responsibilities which may now or in the Corporation or future be assigned to Executive by the Company or the reputation scope of assistance to which he may now or in the future provide to subsidiaries or divisions of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees including without limitation any duties and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced responsibilities relating to the client development, production and/or sale of (i) superconductive wire and materials, (ii) permanent and superconductive magnet systems, or purchaser RF coils, used in MRI diagnostic imaging systems, (iii) NMR spectroscopy systems, (iv) devices for separation of materials by Corporation magnetic means, (v) cryogenic equipment and refrigeration systems, (vi) permanent magnet applications as part of the U.S. strategic defense initiative program, (vii) CFC replacement products, or (viii) products related to any other business in which the Company or any insurance company it represents. All checks or bank drafts received by of its affiliates is engaged as of the Employee from a client or purchaser shall be made payable to Corporation or date of Executive's separation of employment with the Company for any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporationreason whatsoever. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Intermagnetics General Corp)

Duties and Responsibilities. 4.1Beginning on the Effective Date, the Company shall employ Executive as the Company’s Vice President – Chief Financial Officer, Treasurer and Corporate Secretary at the Company’s Denver, Colorado office. So long as he is employed hereunderAs Chief Financial Officer, Employee the Executive’s duties shall serve as include, but not be limited to, management and oversight of the Company’s: • accounting function and accounting team; • tax functions; • treasury functions; • general corporate financial planning and analysis function; • general corporate financing activities, including all debt and equity issuances in connection therewith; • financial-related regulatory filings in all relevant jurisdictions; and • insurance and risk function. In addition, the Executive will provide relevant financial input into the decision making processes related to all potentially material transactions, agreements, and contracts the Company plans to enter into. Further, the Executive along with the Company’s Senior Vice President of Strategy and Business Development and Chief Commercial Officer will jointly manage investor relations activities and the Corporation during the Employment Term analysis and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards review of the Employerperformance of existing assets and projects. The Employee As Corporate Secretary, the Executive’s duties shall include, but not be responsible for implementing limited to: • preparation and filing of non-financial regulatory filings in all relevant jurisdictions; • oversight and management of all administrative functions related to the policies of the Company’s Board of Directors (the “Board”) and its committees; • planning and preparation of the Company Company’s stockholder meetings; and the Board of Directors • oversight and management of the Corporation, Company’s stock transfer agent and related stockholder records. The Executive shall report directly to the Company’s President and Chief Executive Officer (“CEO”) and shall have such other duties and responsibilities as are appropriate to his positions with the Company and as may be assigned to him from time to time by the CEO (provided, however, that such assignments do not constitute a material reduction in the Executive’s overall duties and responsibilities), and will have such authority as required to enable the Executive to perform the Executive’s duties under this Agreement. Consistent with the foregoing, the Executive shall comply with all reasonable instructions of the CompanyCEO and of the Board. In such capacityIt is the intention of the Parties that during the Initial Term and any subsequent Renewal Term hereof the Executive will serve in the capacities described in this Section 2.1, Employee agrees to discharge his duties to the best of his abilities and to will devote substantially all of his working business time and attention and best efforts to the affairs of the Company and its subsidiaries and the performance of his duties under duties. Nothing in this Agreement. The Employee may affiliate , however, shall prevent the Executive from (i) participating in charitable, civic, educational, professional, community, or industry affairs or, with professional associations, business and civic organizations in support of his role as an officer prior written approval of the CorporationBoard, provided that Employeeserving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s involvement in and the Executive’s family’s personal investments so long as such activities does do not adversely affect materially interfere with the performance of his the Executive’s duties on behalf of the Corporation hereunder or create a potential business conflict or the Company or the reputation of the Corporation or Companyappearance thereof. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Magellan Petroleum Corp /De/)

Duties and Responsibilities. 4.1. So long as he is (a) Executive agrees to be employed hereunder, Employee shall serve as President by the Company and be actively engaged on a full-time basis in the business and activities of the Corporation during Company and its Affiliates for the Employment Term entirety of the Term, and, subject to Section 3(b), to devote substantially all of Executive’s working time and attention to the Company and its Affiliates and the promotion of its business and interests and the performance of Executive’s duties and responsibilities hereunder. During the Term, Executive agrees to use Executive’s reasonable best efforts to ensure that the business and activities of the Company and its Subsidiaries, that are under Executive’s direction, are conducted in accordance with the Company’s practices and/or applicable laws, rules and regulations in all material respects and as such are interpreted by the Company’s law department and compliance professionals. The Executive shall not have the right or the authority to make any representation, contract or commitment for or on behalf of the Company without obtaining the prior written permission of the Company in this regard. Except as may be authorized by the Board, the Executive shall have no authority, implied or otherwise, to pledge the credit of the Company. In the event the Company is held liable for any damage, loss, claim or action arising directly or indirectly from any action of the Executive in violation of this Clause, the Executive shall indemnify the Company to the maximum extent permissible under the laws for the time being in force in India. Executive shall be employed hereunder as Executive Vice President, Head of Insurance, or such responsibilitiesother title as agreed to between Executive and the Chief Executive Officer of the Company’s parent company, ExlService Holdings, Inc. (“Holdings”) with such duties and authority as is responsibilities customary for persons serving companies of comparable size to the Company in similar officer positions the Company’s industry and commensurate with Executive’s status and position hereunder and as may directed from time to time be reasonably assigned by the respective Boards Chief Executive Officer of Holdings. Executive shall report directly to the Chief Executive Officer of Holdings. (b) During the Term, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Term, Executive shall not be permitted to become employed by, engaged in or to render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the Employer. The Employee shall be responsible for implementing board of directors of any Person (other than charitable or nonprofit organizations), in any case without the policies consent of the Board of Directors of Holdings (the “Board”), and shall not be directly or indirectly materially engaged, or concerned or interested in any business activity, trade or occupation (other than employment with the Company and the Board of Directors of the Corporation, its Affiliates as contemplated by this Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and shall report managing Executive’s personal investments to the President and Chief Executive Officer of the Company. In extent that such capacityother activities do not inhibit or, Employee agrees subject to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to Section 7, conflict in any material way with the performance of his Executive’s duties under this Agreementhereunder. (c) Your principal office location is at the Company’s offices in Noida, India, but You will be required to work from or to travel to other locations both within and outside India, from time to time, on a temporary basis, to perform Your duties. The Employee may affiliate with professional associationsYou shall, business at all times, be subject to and civic organizations in support of his role as an officer bound by the policies, rules and regulations of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or Company as may be updated from time to time unilaterally by the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebybrought to Your notice by the Company.

Appears in 1 contract

Samples: Employment Agreement (ExlService Holdings, Inc.)

Duties and Responsibilities. 4.1. So long as he is (a) Executive agrees to be employed hereunder, Employee shall serve as President by the Company and be actively engaged on a full-time basis in the business and activities of the Corporation during Company and its Affiliates for the Employment Term entirety of the Term, and, subject to Section 3(c), to devote substantially all of Executive’s working time and shall have such responsibilities, attention to the Company and its Affiliates and the promotion of its business and interests and the performance of Executive’s duties and authority responsibilities hereunder. Executive shall be employed hereunder as is customary for persons serving in similar officer positions Executive Vice President and Managing Director of the Company with such duties and responsibilities as may directed from time to time be reasonably assigned by the respective Boards Chief Executive Officer (“CEO”) or President of the Employer. The Employee shall be responsible for implementing the policies of Company (“President”) or the Board of Directors of the Company (the “Board”) or are consistent with such position, including, without limitation, the duty to use his reasonable best efforts to ensure that the business and the Board of Directors activities of the CorporationCompany and its Subsidiaries are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall report directly to the President and Chief CEO or President. Executive Officer agrees to cooperate with reasonable requests of the Company. In such capacity, Employee agrees which will generally be communicated through the Board or President or CEO, to discharge provide services to Affiliates of the Company (including Harbinger Capital Partners LLC) with approval from the Compensation Committee or the Board, from time to time. (b) During the Term, Executive will carry out his duties as Executive Vice President and Managing Director in the Company’s headquarters in New York City, or any future headquarters of the Company, subject to the best of his abilities and to devote substantially all of his working time and attention to normal travel requirements in connection with the performance of his duties. (c) During the Term, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties under this Agreementand responsibilities hereunder. The Employee may affiliate with professional associationsFor the avoidance of doubt, business during the Term, Executive shall not be permitted to become employed by, engaged in or to render services for any Person other than the Company and civic organizations in support of his role as an officer its Affiliates, shall not be permitted to be a member of the Corporationboard of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Board, and shall not be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that Employee’s involvement nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his personal investments to the extent that such other activities does not adversely affect do not, subject to Section 7, conflict in any material way with the performance of his Executive’s duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companyhereunder. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Harbinger Group Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder(a) During the Term, Employee shall Executive will serve as President Executive Vice-President, WPP Group; with the understanding, however, that Executive’s duties and responsibilities shall primarily consist of working with the Group Chief Executive of WPP Group plc (currently Xxxxxx Xxxxxxx) to manage and supervise WPP Group’s public relations and public affairs business, which is comprised of the Corporation during the Employment Term operations conducted by Xxxxxxxx Communications, Xxxxxx-Xxxxxxxxxx, Xxxx & Xxxxx, Finsbury Limited, Hill and shall have Xxxxxxxx, Ogilvy Public Relations Worldwide, Xxxxxxxx Xxxxx & Xxxxxxxxxx, Xxxxxxx & Company, The Xxxxxx Group, Penn, Xxxxxx & Xxxxxxx, and such responsibilities, duties and authority as is customary for persons serving in similar officer positions and other related businesses as may be designated by the Group Chief Executive of WPP Group plc from time to time be reasonably assigned by (collectively, the respective Boards “PR Business”). Executive shall perform such executive duties and responsibilities in connection with the management and supervision of the EmployerPR Business as may be assigned to him from time to time by or under the Group Chief Executive of WPP Group plc, and in the absence of such assignment, such duties as are necessary to the management and supervision of the PR Business. The Employee Notwithstanding the foregoing, Executive shall be responsible permitted to continue to perform services directly for implementing clients on a basis consistent with past practices, so long as such services (i) do not constitute more than 50% of Executive’s total business time and attention and (ii) are performed for the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer account of the Company. In such capacity, Employee agrees to discharge his duties Executive will report directly to the best Group Chief Executive of his abilities and to devote substantially all of his working WPP Group plc. (b) Executive’s employment hereunder shall be full-time and attention to exclusive. Notwithstanding the foregoing and provided that the same shall not otherwise constitute a breach of Executive’s obligations or covenants hereunder or impair or materially interfere with the performance of his duties under this Agreement. The Employee Executive’s responsibilities hereunder, Executive may affiliate with (i) engage in other civic, political, social and professional associations, business activities and civic organizations in support serve on the boards of his role as an officer directors of the Corporationother companies, provided that Employee’s involvement in such activities activity or service does not adversely affect conflict with the performance interests of his duties on behalf of the Corporation or the Company or its clients; and (ii) receive and retain speaking fees. Executive agrees that he will at all times (A) devote his best efforts, skill and ability to promote the reputation Company’s interests; and (B) perform his services to the Company and his responsibilities as an executive of the Corporation or CompanyCompany in a competent and professional manner. 4.2. All funds(c) Executive’s services under this Agreement will be performed primarily at Hill and Knowlton’s offices in Washington, included but not limited to, premiums, commissions, fees D.C. The parties acknowledge and charges on all insurance agree however that the nature of Executive’s services may require substantial amounts of domestic and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporationinternational travel. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (WPP Group PLC)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, The Employee shall serve be employed in the position of CEO. The Employee will be responsible for performing such duties as President the Employer or its designee may assign, including all duties usually and customarily rendered by and required of a CEO of a publicly traded company, and including such duties as are described in any written job description that may be provided to the Corporation during the Employment Term Employee and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may amended from time to time be reasonably assigned by provided that in no event may such an amendment materially diminish the respective Boards Employee’s level of responsibilities, title, and stature as CEO of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge devote his duties to the best of his abilities and to devote substantially all of his working full time and attention to the performance business and affairs of the Company and work those hours required to meet his duties and responsibilities hereunder. During the term of his duties under this Agreementemployment, the Employee will refrain from engaging in any activities in which the Employee’s personal interests conflict with the Employee’s duties, responsibilities, and attention to the affairs of the Company. As such, the Employee will not, directly or indirectly, engage or participate in any other business activities which conflict with the Employee’s duties, responsibilities, and attention to the affairs of the Company without the written consent of the Company. The parties acknowledge that the Employee is actively engaged in the practice of medicine approximately twenty-five (25) hours per week (the “Other Work”) without conflict or interference with his duties, responsibilities and attention to the affairs of the Company. Notwithstanding the restrictions stated in the preceding paragraph, the Employer agrees that the Employee may affiliate with professional associations, business and civic organizations continue to engage in support of his role as an officer of the CorporationOther Work, provided that it continues not to conflict or interfere with the Employee’s involvement in such activities does not adversely affect duties, responsibilities and attention to the performance of his duties on behalf affairs of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Edesa Biotech, Inc.)

Duties and Responsibilities. 4.1. So long as he is (a) During the Term, Executive agrees to be employed by and, subject to Section 2(b), devote all of Executive’s business time and attention to the Company and the promotion of its interests and the performance of Executive’s duties and responsibilities hereunder, Employee upon the terms and conditions of this Agreement. Executive shall serve render Executive’s services hereunder as President Chief Executive Officer of the Corporation during the Employment Term and shall have Company with such responsibilities, duties and authority responsibilities commensurate with his title and position as is customary for persons serving in similar officer positions and as may directed from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and (the “Board”). Executive will report directly to the Board of Directors and Xxxx Xxxxx shall initially serve as Chairman of the CorporationBoard. At the beginning of the Term, the Board shall appoint Executive to serve as a member of the Board and from time to time, Executive may be designated to such other offices within the Company or any Subsidiary or Affiliate. Executive acknowledges and agrees that he shall not be entitled to any additional compensation for his service on the Board or any other offices within the Company or any Subsidiary or Affiliate. (b) During the Term, Executive shall perform his services in various office locations as requested by the Board, including the Company’s headquarters in San Diego as well as various manufacturing facilities in Asia. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel extensively on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. (c) During the Term, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder; provided, however, that Executive may manage Executive’s personal investments and affairs, and participate in philanthropic activities, in each case to the extent that such activities do not interfere with the performance of Executive’s duties under this Agreement and are not in conflict with the business interests of the Company or otherwise compete with the Company. The Company hereby consents to the activities listed in Exhibit D. For the avoidance of doubt, during the Term, Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, or be a member of the board of directors of any Person, in any case without the consent of the Board. Executive shall at all times comply with and abide by all terms and conditions set forth in this Agreement, all applicable work/employment policies of the Company, including the Company’s Statement of Principles Policy and any recoupment policy, as in effect from time to time, procedures and rules as may be issued by Company from time to time, and shall report to the President comply with all federal, state and Chief Executive Officer of the Company. In such capacitylocal statutes, Employee agrees to discharge his duties to the best of his abilities regulations and to devote substantially all of his working time and attention public ordinances applicable to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companyhereunder. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Pulse Electronics Corp)

Duties and Responsibilities. 4.1. So long as he is (a) Executive agrees to be employed hereunder, Employee shall serve as President by the Company and be actively engaged on a full-time basis in the business and activities of the Corporation during Company and its Affiliates for the Employment Term entirety of the Term, and, subject to Section 3(b), to devote substantially all of Executive’s working time and shall have such responsibilities, attention to the Company and its Affiliates and the promotion of its business and interests and the performance of Executive’s duties and authority responsibilities hereunder. During the Term, Executive agrees to use his reasonable best efforts to ensure that the business and activities of the Company and its Subsidiaries, that are under his direction, are conducted in accordance with the Company’s practices and/or applicable laws, rules and regulations in all material respects and as is such are interpreted by the Company’s law department and compliance professionals. Executive shall be employed hereunder as President, Global Business and Marketing of Holdings, or such other title as agreed to between Executive and the Chief Executive Officer of Holdings (“President,”) with such duties and responsibilities customary for persons serving companies of comparable size to the Company in similar officer positions the Company’s industry and as may commensurate with Executive’s status and position hereunder and directed from time to time be reasonably assigned by the respective Boards Chief Executive Officer of Holdings as commensurate with Executive’s position. Executive shall report directly to the Chief Executive Officer of Holdings. Executive’s responsibilities shall include, without limitation, (1) providing executive leadership for (a) certain of the EmployerCompany’s lines of business, (%3) the Company’s global marketing strategy, and (%3) front end support for client delivery and (2) providing strategic leadership on corporate strategy and other management matters. (b) During the Term, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. The Employee For the avoidance of doubt, during the Term, Executive shall not be responsible permitted to become employed by, engaged in or to render services for implementing any Person other than the policies Company and its Affiliates, shall not be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Board of Directors of Holdings (the “Board”), and shall not be directly or indirectly materially engaged, or concerned or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Board of Directors of the Corporation, Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and shall report managing his personal investments to the President and Chief Executive Officer extent that such other activities do not inhibit or, subject to Section 7, conflict in any material way with the performance of the Company. In such capacity, Employee Executive’s duties hereunder. (c) The Company agrees to discharge his duties provide Executive such assistance and work accommodations as are suitable to the best character of his abilities position with the Company and to devote substantially all of his working time and attention to adequate for the performance of his duties under this Agreementduties. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee Executive shall be invoiced to based at the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee Company’s executive offices in the name of and on behalf of CorporationManhattan, New York. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (ExlService Holdings, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder(a) During the Term, Employee shall serve as President of the Corporation during the Employment Term and Executive shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards position of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors Vice Chairman of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Companydivision known as SafirRosetti a part of the EXECUTION COPY GlobalOptions Group (the “Division”). The Executive shall report to the Chief Executive Officer of the Company (currently Xxxxxx Xxxxxxxx) or his designee (either such individual being referred to as the “Designated Officer”) at such times and in such detail as he each shall reasonably require. (b) The Executive shall perform such executive and managerial duties and responsibilities customary to his office and necessary to the operations of the Division and such other duties and responsibilities as may be assigned to him from time to time by or under authority of the Designated Officer, consistent with his positions as designated in paragraph 3(a). In such capacityfurtherance of the foregoing, Employee agrees the Executive shall have responsibility as long as he is employed by the Company, (subject to discharge the terms of this Agreement, the authority of the Designated Officer, for the general management and day-to-day operations of the Division, development of long-term strategy of the Division and identification of acquisitions to be considered by the Company. (c) The Executive (i) will use his best efforts to ensure that the Division submits on a timely basis all budgetary and other reports (financial and other) reasonably requested by the Designated Officer and the management of the Company (ii) will use his best efforts to perform his duties and responsibilities in a manner consistent with the policies set forth by the Company as from time to time in effect and the best parameters of his abilities the then-current profit plan and capital expenditure budget of the Division as approved by the Chief Financial Officer of the Company, (ii) will not take any action to prevent the Company from participating in Division’s cash management program, and (iii) except as authorized by the Company’s management, will not incur obligations on behalf of the Company or the Division other than in the ordinary course of business or enter into any transaction on behalf of the Company or Division not in the ordinary course of business. (d) During the Term, the Executive agrees that he will (i) devote substantially all of his working business time and attention and his best efforts, skill and ability to promote the interests of the Company and to serve the Company faithfully and diligently under the direction of the Designated Officer; (ii) carry out his duties in a competent and professional manner; and (iii) work with other employees of the Company in a competent and professional manner. Notwithstanding the foregoing, the Executive shall be permitted to engage in other business, charitable and civic activities and manage his personal passive investments, provided that such passive investments are not in a company which transacts business with the Company or engages in business competitive with that conducted by the Company (or, if such company does transact business with the Company, or does engage in a competitive business, it is a publicly held corporation and the Executive’s participation is limited to owning less than 1/4 of 1% of its outstanding shares), and further provided that such activities (individually or collectively) do not materially interfere with the performance of his duties or responsibilities under this Agreement. The Employee may affiliate with professional associationsAll of the aforementioned activities shall be described in Exhibit A. (e) During the Term, business and civic organizations the Executive’s services hereunder shall be performed at the offices of the Company in support New York, New York, subject to necessary travel requirements of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his position and duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companyhereunder. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (GlobalOptions Group, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President of the Corporation during (i) During the Employment Term Term, the Executive shall devote his full business time (excepting vacation time, holidays, sick days and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards periods of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time disability) and attention to the performance of his duties hereunder, shall faithfully serve the Company and shall have no other employment which is undisclosed to the Company or which conflicts with his duties under this Agreement; provided, that, nothing contained herein shall prohibit the Executive from (A) participating in trade associations or industry organizations, (B) engaging in charitable, civic, educational or political activities, (C) delivering lectures or fulfilling speaking engagements, (D) engaging in personal investment activities and personal real estate-related activities for himself and his family or (E) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of the Executive’s duties to the Company under this Agreement. The Employee may affiliate Company hereby acknowledges and approves the current activities of the Executive as set forth on Schedule 1 hereto, each of which shall be deemed a Personal Activity. Notwithstanding the foregoing, to the extent that the Personal Activities include the Executive providing services to any for-profit company (excluding CC and CFI, and any subsidiaries or portfolio companies thereof) as a member of such company’s board of directors, only two such directorships shall be permitted as a Personal Activity. (ii) In serving in his capacity as the Executive Director, Chief Legal Officer of CFI during the Employment Term, the Executive shall (A) perform such duties and provide such services as are reasonably consistent with professional associations, business and civic organizations those provided by the Executive to CFI in support of his role as an officer its Executive Director, Chief Legal Officer prior to the Effective Date and (B) provide such other duties as are consistent with his role as Executive Director, Chief Legal Officer of CFI, as reasonably requested from time to time by the Board or the Executive Chairman. (iii) The parties acknowledge and agree that all of the Corporation, compensation and benefits provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received Executive hereunder will be in respect of services performed by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee Executive for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyOperating Entity.

Appears in 1 contract

Samples: Employment Agreement (Colony Financial, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereundera. The Company hereby employs Executive and Executive hereby accepts employment, Employee shall serve as President of subject to the Corporation terms and conditions contained herein, during the Employment Term Term, as Co-President and shall have such responsibilitiesCo-Chief Operating Officer, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report reporting directly to the President and Company’s Chief Executive Officer of Officer. During the Company. In such capacityTerm, Employee Executive agrees to discharge his duties to the best of his abilities be employed by and to devote substantially all of his working Executive’s business time and attention to the performance Company and the promotion of its interests and to use his duties under this Agreement. The Employee may affiliate with professional associationsbest efforts to faithfully and diligently serve the Company; provided, business and civic organizations in support of his role as an officer of however, that, to the Corporation, provided that Employee’s involvement in extent such activities does do not adversely affect significantly interfere with the performance of his duties duties, services and responsibilities under this Agreement, Executive shall be permitted to (i) manage his and his immediate family’s personal, financial and legal affairs, (ii) serve on behalf civic or charitable boards and committees of such boards and (iii) to the extent approved by the Board pursuant to a duly authorized resolution of the Corporation or Board, serve on corporate boards and committees of such boards. Executive will perform such lawful duties and responsibilities as are commensurate with Executive’s titles and positions and as are generally consistent with those exercised by Executive prior to the Company or Effective Date, and such other duties and responsibilities commensurate with Executive’s titles and positions as may be reasonably requested by the reputation Chief Executive Officer from time to time. Executive will have the authority customarily exercised by an individual serving as Co-President and Co-Chief Operating Officer of a corporation of the Corporation size and nature of the Company. During the Term, upon request Executive shall serve as a director or an officer of one or more subsidiaries of the Company, or of an Affiliate of the Company. Executive shall not be compensated additionally in Executive’s capacity as a member of the Board or as a director or officer of a subsidiary or Affiliate of the Company. 4.2. All fundsb. During the Term, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts Executive’s principal place of Employee employment shall be invoiced in the Company’s principal office in Manhattan, New York. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable extent reasonably necessary to Corporation or any insurance company it represents; fully perform Executive’s duties and all premiums shall be collected by Employee in the name of and on behalf of Corporationresponsibilities hereunder. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Virtu Financial, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President (a) The duties and responsibilities of the Corporation during the Employment Term Executive are and shall have continue to be of an executive nature as shall be required by Employer in the conduct of its business. Executive's powers and authority shall be as prescribed by the Limited Liability Company Agreement of Employer dated as of December 30, 2002 (the "LLC Agreement") and shall include all those delegated to him by Lodestar prior to the Effective Date, together with the performance of such responsibilities, other duties and authority responsibilities as is customary for persons serving in similar officer positions and as may from time to time may be reasonably assigned to him by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors Managers of Employer (the Company and "Board") consistent with the Board position of Directors of the Corporation, and Chief Executive Officer. Executive shall report to the President Board and Xxxxx X. Xxxxxxx, Chairman and Chief Executive Officer of PVTB and PrivateBank, or his successor, or on any Change in Control, to a person of similar seniority. Executive recognizes, that during the Company. In such capacityperiod of his employment hereunder, Employee he owes an undivided duty of loyalty to Employer, and agrees to discharge devote his duties to the best of his abilities and to devote substantially all of his working full business time and attention to the performance of said duties and responsibilities and to use his best efforts to promote and develop the business of Employer. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of Employer and the goodwill pertaining thereto, Executive shall perform his duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by Employer and the industry from time to time. Executive will not perform any duties for any other business without the prior written consent of Employer, and may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of his duties under this Agreement. The Employee may affiliate with professional associationsDuring the period of employment, business and civic organizations in support of his role Executive agrees to serve as an officer a member of the CorporationBoard, provided as well as to serve as a member of any committee of any said Board, to which he may be elected or appointed. (b) Notwithstanding that Employee’s involvement this Agreement provides for the employment of Executive as Employer's Chief Executive Officer, nothing herein contained shall assure Executive, nor in any manner be construed to constitute an agreement by Employer to continue the employment of Executive after the expiration of the Initial Term in such activities does not adversely affect the performance of his duties on behalf of the Corporation capacity or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyother capacity.

Appears in 1 contract

Samples: Employment Agreement (Privatebancorp Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunderFrom and after the Closing and during the Employment Period, Employee the Executive shall serve as President the Chief Executive Officer of FGX Holdings and each of its subsidiaries. The Executive shall report to the Corporation during Corporate Senior Vice President, Strategic Marketing and Innovation (the Employment Term “Corporate SVP”) of Parent and shall perform such duties and have such responsibilities, duties responsibilities and authority as is are consistent with his position and customary for persons serving in similar the chief executive officer positions of a wholly-owned subsidiary and as may delegated to him from time to time be reasonably assigned by the respective Boards of the EmployerCorporate SVP. The Employee Executive shall be responsible for implementing the policies serve as a member of the Board of Directors of FGX Holdings (the Company and the Board of Directors “Board”) during that portion of the Corporation, and Employment Period during which FGX Holdings remains a privately held company. The Executive shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge at all times perform his duties to the best of his abilities and to devote substantially all of his working time responsibilities honestly, diligently, in good faith and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability. The Executive shall observe and comply with all of the rules, regulations, policies and procedures established by the duties set forth in Paragraphs 1 Company and 4 Parent from time to time and all applicable laws, rules and regulations imposed by any governmental or regulatory authorities from time to time. The Executive’s employment by the Company shall be full-time and exclusive and the Executive agrees that he will devote his full business time, attention and use energies to the performance of his ability obligations hereunder. Notwithstanding anything to the contrary set forth herein, the Executive shall be permitted during the Employment Period to (a) engage in charitable and influence civic activities, (b) serve as a member of the board of directors of not more than two additional for profit corporations and (c) manage his personal passive investments, provided (i) such personal passive investments are not in a company or companies which engage in any business which is similar to promote or competitive with the business which the Company or any of its successaffiliates are engaged in or are then planning to engage in, (ii) such investments represent the beneficial ownership of less than two percent (2%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, which are publicly owned and regularly traded on any national securities exchange or over-the-counter market, and (iii) neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations or otherwise takes part in its business other than exercising his right as a shareholder, and in the case of (a), (b) and (c), such activities do not individually or in the aggregate interfere with the performance of the Executive’s duties and responsibilities under this Agreement. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation Executive shall be based at the sole property of Corporation and Employee shall have no right Company’s headquarters in Smithfield, Rhode Island, subject to share in any commission resulting from such business, except travel to other geographic locations as may be specifically provided herebynecessary to fulfill his obligations under this Agreement.

Appears in 1 contract

Samples: Employment Agreement (FGX International Holdings LTD)

Duties and Responsibilities. 4.1. So long as he is employed hereunder, Employee shall serve as President of the Corporation during (i) During the Employment Term Term, the Executive shall devote his full business time (excepting vacation time, holidays, sick days and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards periods of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge his duties to the best of his abilities and to devote substantially all of his working time disability) and attention to the performance of his duties hereunder, shall faithfully serve the Company and shall have no other employment which is undisclosed to the Company or which conflicts with his duties under this Agreement; provided, that, nothing contained herein shall prohibit the Executive from (A) participating in trade associations or industry organizations, (B) engaging in charitable, civic, educational or political activities, (C) delivering lectures or fulfilling speaking engagements, (D) engaging in personal investment activities and personal real estate-related activities for himself and his family or (E) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of the Executive’s duties to the Company under this Agreement. The Employee may affiliate Company hereby acknowledges and approves the current activities of the Executive as set forth on Schedule 1 hereto, each of which shall be deemed a Personal Activity. Notwithstanding the foregoing, to the extent that the Personal Activities include the Executive providing services to any for-profit company (excluding Colony Capital, LLC and CLNY, and any subsidiaries or portfolio companies thereof) as a member of such company’s board of directors, only two such directorships shall be permitted as a Personal Activity. (ii) In serving in his capacity as the Executive Vice President, Chief Operating Officer and Chief Financial Officer of CLNY during the Employment Term, the Executive shall (A) perform such duties and provide such services as are reasonably consistent with professional associations, business and civic organizations those provided by the Executive to CLNY in support of his role as an officer its Executive Vice President, Chief Operating Officer prior to the Effective Date and (B) provide such other duties as are consistent with his role as Executive Vice President, Chief Operating Officer and Chief Financial Officer of CLNY, as reasonably requested from time to time by the Board or the Executive Chairman. (iii) The parties acknowledge and agree that all of the Corporation, compensation and benefits provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received Executive hereunder will be in respect of services performed by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee Executive for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided herebyOperating Entity.

Appears in 1 contract

Samples: Employment Agreement (Colony Capital, Inc.)

Duties and Responsibilities. 4.1. So long as he is During the Term, Executive agrees to be employed hereunder, Employee shall serve as President and devote substantially all of Executive's business time and efforts to the Corporation during Company and the Employment Term promotion of its interests and shall have such responsibilities, the performance of Executive's duties and authority responsibilities hereunder as is customary for persons serving in similar officer positions Executive Vice President, Renewable Energy upon the terms and conditions of this Agreement. Executive shall perform such lawful duties and responsibilities as may directed from time to time be reasonably assigned by the respective Boards Chief Executive Officer of the Employer. The Employee shall be responsible for implementing the policies of Company ("CEO"), or the Board of Directors of the Company (the "Board") that are customary for an Executive Vice President, Renewable Energy. (a) During the Term, Executive shall report directly to the CEO or his designee, or in the absence thereof the Board. Executive acknowledges that Executive' s duties and responsibilities may require Executive to travel on business to the Board extent necessary to fully perform Executive's duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of Directors absence). The Executive will serve as an officer and director of subsidiaries and affiliates, but shall not be entitled to any additional compensation for such board service while employed by the Company. (b) During the Term, Executive shall use Executive's best effo1ts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive's duties and responsibilities hereunder; provided, however, Executive may manage Executive's personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to the extent that such activities do not interfere with the performance of Executive' s duties hereunder, and are not in conflict with the business interests of the CorporationCompany or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall report not be permitted to the President and Chief Executive Officer be a member of the Company. In such capacityboard of directors of any company, Employee agrees to discharge his duties to in any case without the best prior consent of his abilities and to devote substantially the Company (for all of his working time and attention to the performance of his duties purposes under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer any required consent of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf Company shall be evidenced by a duly authorized resolution of the Corporation or the Company or the reputation of the Corporation or CompanyBoard). 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Infrastructure & Energy Alternatives, Inc.)

Duties and Responsibilities. 4.1. So long as he is employed hereunder(a) During the term, Employee Maglich shall serve as President Chief Scientific Officer and Chairman of the Corporation during the Employment Term Company and shall have such responsibilities, duties devote the stated time and authority as is customary for persons serving in similar officer positions and as may from time attention to time be reasonably assigned by the respective Boards business of the EmployerCompany. The Employee business of the Company, for purposes of this Agreement, shall include (i) the detection of the substances of which objects are comprised and the development, production, sale and promotion of devices and technologies to effect such detection, and (ii) such other endeavors as to which Maglich and the Board shall mutualxx xxxxe. (b) Subject to the supervision of the Board of Directors, Maglich, as Chief Scientific Officxx xx xhe Company, will be responsible for the determination of the Company's research and development program; its research and development associations and consortiums; its patent policy; the selection, hiring, and/or firing of its scientific, engineering and technical personnel and of any Principal Investigator or Co-principal Investigator on research and development contracts of the Company and of their clerical assistants, as well as their respective remuneration and budgeting priorities. (c) Subject to such requirements as shall be imposed by law or governmental regulation, Maglich, as Chief Scientific Officer, shall be responsible for implementing the policies determining what technical information may be publicly disclosed by any officer or employee of the Board Company. (d) As Chairman, Maglich agrees to perform, and shaxx perform, the functions of Directors the Chairman as set forth in the By-Laws of the Company; shall be one of two signatories on all checks and drafts of the Company in excess of $1000; and, subject to review (e) It is recognized by the Company that Maglich has xxxxtofore been engaged, and in the Board future may be engaged, in other endeavors, including, without limitation, those relating to nuclear fusion energy, satellite-borne nuclear power, and anti-missile defense, as well as scientific education, including, without limitation, scientific publications and documentary films. It is recognized by the Company that such activities are indirectly beneficial to its reputation, standing and governmental and business relations. It is further recognized that, provided the company does not furnish its personnel, equipment, facilities or funding for such other endeavors and that the work conducted on such other endeavors does not interfere with the services and time on the job provided to the Company by Maglich, any patents or other intellectual property or other benefits derived from such other endeavors are the sole property of Directors Maglich and that the Company shall xxxxxxr have or claim any interest therein. A list of Maglich's other endeavors, as discxxxxx above, shall be maintained mutually by the Company and Maglich. All other work conducted xx Xxxxich during his employed time, or using the Company's personnel, facilities or funding, and which is not so listed, will be work for hire to the Company by Maglich. (f) Xxxxxxx shall devote not less than 00 xxxrs per week to the business of the CorporationCompany, it being understood that he may give such time and attention to other endeavors as does not materially detract from his services for, and shall report to attention to, the President business of the Company. (g) It is contemplated that, for the continuance of this Agreement, Maglich will be employed as Chief Xxxxxxxfic Officer and Chief Executive Officer Chairman of the Company. In the event Maglich is not so elected and not xx xxxxinued in any or all of such capacityposts, Employee agrees for any reason other than termination for cause (as defined below), such failure shall constitute a breach of this Agreement by the Company and Maglich shall have the right to discharge texxxxxxx his duties employment hereunder forthwith by written notice of such intention to the best of his abilities Company and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or will be obligated to make the reputation of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties severance payments set forth in Paragraphs 1 Paragraph 11 of this Agreement and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share satisfy all other obligations set forth in any commission resulting from such business, except as may be specifically provided herebyParagraph 10.

Appears in 1 contract

Samples: Employment Agreement (Hienergy Technologies Inc)

Duties and Responsibilities. 4.1. So long as he is employed hereunder3.1 During the Term of this Agreement, the Employee shall serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company. In such capacity, Employee agrees to discharge devote his duties to the best of his abilities and to devote substantially all of his working full time and attention efforts to the performance of his duties and responsibilities under this Agreement and to the business and affairs of MBR, its Subsidiaries and Affiliates, in general, and the Employee shall use his best efforts to promote the interests thereof and shall faithfully and to the best of his ability serve as the Director of Technical Processes of MBR. 3.2 It is expressly understood and agreed that the Employee shall not engage in any other business or business opportunity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, provided however that: (a) the Employee may engage in personal, charitable, professional and investment activities to the extent such activities do not conflict or interfere with the Employee's duties and obligations under this Agreement or Employee's ability to perform his duties and responsibilities under this Agreement. ; and (b) the Employee shall not be prevented from investing his assets in such form or manner as will not require any substantial amount of time or services on the part of the Employee in the operation of the affairs of the enterprises in which such investments are made. 3.3 The Employee may affiliate shall comply with professional associationsall lawful and reasonable instructions as provided by other MBR employees and superiors, business as well as the Board of Directors of MBR. 3.4 The Employee shall execute his duties in accordance with the rules, regulations, policies and civic organizations guidelines governing the Business. 3.5 The Employee shall be subject to the direction of, and report only to, the Board of Directors of MBR. 3.6 The Employee shall also perform duties commensurate with his position and such specific duties and services as the Board of Directors shall reasonably request consistent with the Employee's position. 3.7 It is contemplated that the Employee will be obliged from time to time and for reasonable period of time to travel in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his duties on behalf and obligations under this Agreement. However, the principal place of employment of the Corporation or Employee which the Company or Employee shall report for work will be a location to be determined in the reputation Toronto, Ontario area. 3.8 The Employee will attend the quarterly directors' meetings of MBR and provide formal progress updates. The Employee's performance review will be incorporated in the process at the end of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees first six (6) month period and charges on all insurance and all other financial services and products business transacted through twelve (12) month period during the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation Initial Term and Employee shall have no right to share will be provided with a report in any commission resulting from such business, except as may be specifically provided herebyrelation thereto.

Appears in 1 contract

Samples: Employment Agreement (McKenzie Bay International)

Duties and Responsibilities. 4.1. So long as he is employed hereunder(a) During the Employment Term, Employee shall serve as President of the Corporation during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. The Employee shall be responsible for implementing the policies of the Board of Directors of the Company and the Board of Directors of the Corporation, and shall report to the President and Chief Executive Officer of the Company and shall perform all duties and accept all responsibilities incidental to such position or as may be assigned to him by the Company's board of directors, and he shall cooperate fully with the board of directors and other executive officers of the Company. In such capacityDuring the Employment Term, Employee agrees shall also be available to discharge his duties to the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that Employee’s involvement in such activities does not adversely affect the performance of his perform similar duties on behalf of subsidiaries or divisions of the Corporation Company. During the Employment Term, employee shall at all times comply with policies and procedures adopted by the Company for employees of the Company and its subsidiaries, including without limitation the procedures and policies adopted by the Company regarding conflicts of interest. (b) During the Consulting Term, Employee shall provide consulting services to the Company as an independent contractor and not as an employee of the Company. Employee shall at all times during the Consulting Term act as an independent contractor and during such period nothing hereunder shall create or imply a relationship of employer-employee between the Company and Employee. During the Consulting Term, Employee shall also be available to perform similar duties on behalf of subsidiaries or divisions of the Company. During the Consulting Term, Employee shall at all times comply with policies and procedures adopted by the Company for consultants to the Company, including without limitation the procedures and policies adopted by the Company regarding conflicts of interest. (c) Employee represents and covenants to the Company that he is not subject or a party to any employment agreement, non-competition covenant, non-disclosure agreement or any similar agreement, covenant, understanding or restriction which would prohibit Employee from executing this Agreement and performing his duties and responsibilities hereunder during both the Employment Term and the Consulting Term, or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to Employee by the Company or the reputation scope of assistance to which he may now or in the future provide to subsidiaries or divisions of the Corporation or Company. 4.2. All funds, included but not limited to, premiums, commissions, fees including without limitation any duties and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced responsibilities relating to the client development, production and/or sale of (i) superconductive wire and materials, (ii) permanent and superconductive magnet systems used in MRI diagnostic imaging systems, (iii) NMR spectroscopy systems, (iv) devices for separation of materials by magnetic means, (v) cryogenic equipment and refrigeration systems, (vi) permanent magnet applications as part of the U.S. strategic defense initiative program, or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation(vii) CFC replacement products. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Intermagnetics General Corp)

Duties and Responsibilities. 4.1(a) The Executive’s duties at the Company will include all the duties and responsibilities associated with a CEO of a U.S. listed public company with primary operations in the People’s Republic of China. So As CEO of the Company, the Executive shall be primarily responsible for company management and operation, as well as all tasks and responsibilities normally associated with the offices of CEO of an online education and technology service provider of similar size and nature to the Company. During the term of Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as he is employed hereunder, Employee shall serve as President such duties and responsibilities are consistent with those of the Corporation during Company’s Articles of Association. (b) The Executive shall devote all of Executive’s working time, attention and skills to the Employment Term performance of Executive’s duties to the Company and the Group and shall have such responsibilitiesfaithfully and diligently serve the Company and the Group in accordance with this Agreement, duties the memorandum and authority articles of association of the Company, as is customary for persons serving in similar officer positions amended and as may restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time be reasonably assigned by the respective Boards Board. (c) The Executive shall use Executive’s best efforts to perform Executive’s duties hereunder. The Executive shall not, without the prior written consent of the EmployerBoard, become an employee of any entity other than the Company and any member of the Group, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Employee Executive shall be responsible for implementing notify the policies Company in writing of Executive’s interest in such securities in a timely manner and with such details and particulars as the Board of Directors Company may reasonably require. (d) The Executive acknowledges the Executive’s and the Company’s public reporting obligations associated with the Executive’s position of the Company under applicable securities laws, rules and regulations, and the Board of Directors of Executive shall use the Corporation, and shall report Executive’s efforts to comply with all such reporting obligations that are Executive’s personal responsibility; provided that the President and Chief Executive Officer of the Company. In such capacity, Employee Company agrees to discharge his duties provide the Executive with assistance and support with respect to all such filings (including making such filings on the best of his abilities and to devote substantially all of his working time and attention to the performance of his duties under this Agreement. The Employee may affiliate with professional associations, business and civic organizations in support of his role as an officer of the Corporation, provided that EmployeeExecutive’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Corporation or the Company or the reputation of the Corporation or Companybehalf). 4.2. All funds, included but not limited to, premiums, commissions, fees and charges on all insurance and all other financial services and products business transacted through the efforts of Employee shall be invoiced to the client or purchaser by Corporation or any insurance company it represents. All checks or bank drafts received by the Employee from a client or purchaser shall be made payable to Corporation or any insurance company it represents; and all premiums shall be collected by Employee in the name of and on behalf of Corporation. 4.3. Except as otherwise provided herein, so long as Employee is employed hereunder, Employee shall faithfully execute, to the best of his ability, the duties set forth in Paragraphs 1 and 4 and devote his full attention and use his ability and influence to promote its success. The foregoing is not intended to restrict the passive investment activities of Employee. All business transacted through the efforts of Employee for the Corporation shall be the sole property of Corporation and Employee shall have no right to share in any commission resulting from such business, except as may be specifically provided hereby.

Appears in 1 contract

Samples: Employment Agreement (Skillful Craftsman Education Technology LTD)

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