Duties of Employee. Employee will be based in New Jersey or North Carolina at the discretion of the Company. Employee’s title will be Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Corporate Secretary and Employee will report directly to the Board of Directors of the Company. Employee agrees to perform and discharge such other duties as may be assigned to Employee from time to time by the Company to the reasonable satisfaction of the Board of Directors , and such duties will be consistent with those duties regularly and customarily assigned by the Company to the position of Chief Executive Officer, Chief Financial Officer and Secretary. Employee agrees to comply with all of the Company's policies, standards and regulations and to follow the instructions and directives as promulgated by the Board of Directors of the Company. Employee will devote Employee's full professional and business-related time, skills and best efforts to such duties and will not, during the term of this Agreement, be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board of Directors of the Company. This Section will not be construed to prevent Employee from (a) investing personal assets in businesses which do not compete with the Company in such form or manner that will not require any services on the part of Employee in the operation or the affairs of the companies in which such investments are made and in which Employee's participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are listed on a national securities exchange or regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation engaged in a business competitive with that of the Company; or (c) participating in conferences, preparing and publishing papers or books, teaching or joining or participating in any professional associations or trade group, so long as the Board of Directors of the Company approves such participation, preparation and publication or teaching prior to Employee’s engaging therein.
Duties of Employee. During the Employment Period, Employee shall serve as Chief Financial Officer and Treasurer of Employer and Mednax, Inc., a Florida corporation and parent corporation of the Employer (“Mednax”), and perform such duties as are customary to the position Employee holds or as may be assigned to Employee from time to time by Mednax’s Chief Executive Officer or President (“Employee’s Supervisor”); provided, that such duties as assigned shall be customary to Employee’s role as an executive officer of Employer and Mednax. Employee’s employment shall be full-time and as such Employee agrees to devote substantially all of Employee’s attention and professional time to the business and affairs of Employer and Mednax. Employee shall perform Employee’s duties honestly, diligently, competently, in good faith and in the best interest of Employer and Mednax. Employee will devote best efforts to the promotion of the goodwill of Employer and Mednax and of their employees and affiliates. During the Employment Term, Employer shall promote the proficiency of Employee by, among other things, providing Employee with Confidential Information, specialized professional development programs, and information regarding the organization, administration and operation of Employer and Mednax. During the Employment Period, Employee agrees that Employee will not, without the prior written consent of Employer (which consent shall not be unreasonably withheld), serve as a director on a corporate board of directors or in any other similar capacity for any institution other than Employer. During the Employment Period, it shall not be a violation of this Agreement to (i) serve on civic or charitable boards or committees, or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such activities have been approved by Employer’s General Counsel and do not interfere with the performance of Employee’s responsibilities as an employee of Employer in accordance with this Agreement, including the restrictions of Section 8 hereof.
Duties of Employee. The duties of Employee shall be as follows:
2.1. Employee shall assume the duties of Chief Financial Officer for the Company and shall perform such duties incident thereto as may be assigned to Employee from time to time which duties shall include, without limitation, responsibilities for the management of corporate finance, operations and systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operations, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to time. Employee shall perform and hold such other positions and duties as may be assigned to Employee by the Company and as are not inconsistent with the provisions of this Agreement. Employee agrees to devote Employee's best efforts and skills to the business interests of the Company, to do Employee's utmost to further enhance and develop the interests and welfare of the Company, and to devote Employee's working time and attention to the business of the Company.
2.2. Employee shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Employee may have custody and shall pay over and deliver same promptly whenever and however Employee may be directed to do so.
2.3. Employee shall obey all lawful rules, regulations, special instructions, and directives as directed by the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this Agreement.
2.4. Employee shall make available to the Company any and all information of which Employee has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Employee believes will be of benefit to the Company.
Duties of Employee. The duties of Employee are set forth on Schedule 1 of this Agreement, which is attached hereto and incorporated herein by reference.
Duties of Employee. Executive shall serve as Chief Executive Officer and President of the Corporation and the Bank, reporting to the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board and the Bank Board. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.
Duties of Employee. Employee shall perform the duties of Executive Vice President and Chief Operating Officer reporting directly to the Chief Executive Officer of Employer, and shall hold such offices with Employer and perform such other similar duties as may be assigned to Employee by Employer, including, but not limited to (a) the efficient and continuous operation of Employer and Employer's Affiliates, (b) the preparation of relevant budgets and allocation or relevant funds, (c) the selection and delegation of duties and responsibilities of subordinates, (d) the direction, review and oversight of all programs and projects under Employee's supervision, and (e) such other and further related duties as specifically assigned by Employer to Employee. The foregoing notwithstanding, Employee shall devote such time to Employer's other Affiliates as may be required by Employer, provided such duties are not inconsistent with Employee's primary duties to Employer hereunder. Notwithstanding the foregoing, Employer and Employee agree that in the event Employer materially increases the responsibilities and duties of Employee or changes Employee's title, Employer and Employee will enter into good faith negotiations to amend Employee's compensation in order to make it commensurate with any such additional responsibilities and duties.
Duties of Employee. During the Term of this Agreement, the Employee shall diligently perform all duties and responsibilities as may be assigned to him by the Company's Board of Directors and shall exercise such power and authority as may from time to time be delegated to him thereby. The Employee shall devote his full business time and attention to the business and affairs of the Company as necessary to perform his duties and responsibilities hereunder, render such services to the best of his ability, and use his best efforts to promote the interests of the Company.
Duties of Employee. (a) During the Term, Employee shall continue to serve as Chairman, provided that he is renominated by the Board of Directors (the "Board") as a management slate nominee and is reelected by the shareholders when his current term as a director of Employer ends in June 2005 and again in 2008. By its approval of this Agreement, the Board agrees (i) to nominate Employee as a director on the management slate of Class III directors standing for election at the June 2005 annual meeting of Employer's shareholders, and (ii) to nominate Employee as a director on the management slate of Class III directors standing for election at the 2008 annual meeting of Employer's shareholders ("2008 Annual Meeting") if Employee has performed his duties as Chairman during the preceding three year term in accordance with the provisions of this Agreement and the Bylaws of Employer and has not engaged in any conduct which has been determined in good faith by the Board to have been detrimental to the interests of Employer and that such nomination is not otherwise determined in good faith by the Board to breach its fiduciary duties and/or those of its individual members. In the event Employee is not renominated as a director in 2008 or is not elected a director by the shareholders at either the 2005 or 2008 Annual Meeting of shareholders, or voluntarily resigns his position as Chairman, Employee shall continue as an employee of Employer through the balance of the Term with the title "Chairman Emeritus" and shall be entitled to continue to receive all of the compensation and benefits described in Section 4 hereof for the balance of the Term in accordance with the terms and conditions of this Agreement.
(b) Employee shall perform and discharge the usual and customary duties of the office of Chairman. In addition, during the Term, Employee shall serve as president of E.C.T.R., chairman of the board of National Quality Assurance and head of the corporate development office of Employer and shall serve on the committee of the Board that will evaluate the CEO. In addition, Employee shall support the CEO as requested from time-to-time by the CEO. This support shall include such items as mentoring and coaching of the CEO and/or his staff and shall include the transfer of "cultural" values to the CEO and his staff that have contributed to the past successes of Employer. Notwithstanding anything to the contrary contained herein, upon 30 days prior written notice from the CEO to Employee of Employ...
Duties of Employee. EMPLOYEE shall have the duties and authority as set forth in the job description.
Duties of Employee. Employee shall serve as the President and Chief Executive Officer of Company and Parent, and shall have and exercise general responsibility for the management of Company and Parent. Employee shall report to the Board of Directors of Parent (the “Board”, which term may also include a committee of the Board when used herein, depending on the context). Employee shall also have such other powers and duties as the Board may from time to time delegate to him provided that such duties are consistent with his position. Employee shall devote substantially all his working time and attention to the business and affairs of Company and Parent (excluding any vacation and sick leave to which Employee is entitled), render such services to the best of his ability, and use his best efforts to promote the interests of Company and Parent. So long as such activities do not interfere with the performance of Employee’s responsibilities as an employee of Company in accordance with this Agreement, it shall not be a violation of this Agreement for Employee to: (i) serve on corporate, civic or charitable boards or committees; (ii) deliver lectures or fulfill speaking engagements; (iii) manage personal investments; or (iv) participate in continuing education seminars or similar activities relevant to his duties and responsibilities for Company.
