Common use of Duties of Employee Clause in Contracts

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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those that directly relate to his office as Chairman or Chairman Emeritus, the independent directors on the Board of Directors, as determined in accordance with the federal securities laws (the "Independent Directors"), shall, within such 30-day period, meet separately with the CEO and with Employee, if Employee expresses a desire to meet with the Independent Directors, and provide each of the CEO and Employee with the opportunity to present his reasons why such termination or modification is or is not warranted. Following the Independent Directors' meetings with the CEO and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected as a director at the 2005 and 2008 annual meetings of shareholders of Employer, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6. (c) Employee agrees to devote such amount of his working time and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere with the services to be rendered by him hereunder.

Appears in 1 contract

Samples: Employment Agreement (National Technical Systems Inc /Ca/)

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Duties of Employee. (a) During Employee will serve in the Termcapacities of President and Chief Executive Officer of each of the Company and the Parent, Employee shall continue subject in each case to serve as Chairman, provided that he is renominated by the reasonable supervision of the Board of Directors (of such corporation. In such capacities, Employee will have all necessary powers to discharge his responsibilities, subject in each case to the "respective Board") as a management slate nominee ’s supervision and is reelected control. Employee will have all the powers granted 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 each of the Company and has not engaged in any conduct which has been determined in good faith by the Parent to the President and Chief Executive Officer of such corporation, and Employee will report to the Board to have been detrimental of Directors of such corporation. In addition, Employee will be elected to the interests Board of Employer and that such nomination is not otherwise determined in good faith by the Board to breach its fiduciary duties and/or those Directors 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 each of the Term with Company and 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 AgreementParent. (b) Commencing 17, July 2001, (the “Effective Date”) and during the remaining term of this Agreement, Employee shall perform will devote his full business time and discharge effort to the usual performance of his duties and customary duties responsibilities as President and Chief Executive Officer of the office of ChairmanCompany and the Parent. In addition, during Notwithstanding the Termforegoing, Employee shall serve as president may spend reasonable amounts of E.C.T.R.time on his personal civic and charitable activities that do not interfere with the performance of his duties and responsibilities to the Company and the Parent. Employee acknowledges that Aegis’s headquarters are currently located in the Dallas, chairman of Texas metropolitan area, and hereby commits that he will perform his duties and responsibilities by officing in and physically working from these headquarters on a routine basis except to the extent that ordinary and necessary business travel obligations require otherwise or to address family emergencies, or until the board of National Quality Assurance and head directors authorizes employee to work out 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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those that directly relate to his office as Chairman or Chairman Emeritus, the independent directors on the Board of Directors, as determined in accordance with the federal securities laws (the "Independent Directors"), shall, within such 30-day period, meet separately with the CEO and with Employee, if Employee expresses a desire to meet with the Independent Directors, and provide each of the CEO and Employee with the opportunity to present his reasons why such termination or modification is or is not warranted. Following the Independent Directors' meetings with the CEO and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected as a director at the 2005 and 2008 annual meetings of shareholders of Employer, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6another location. (c) Employee agrees to devote such amount of his working time and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere will comply with the services written rules and regulations of the Company and the Parent respecting their businesses and perform the reasonable directives and policies of the Company and the Parent as they may from time to time be rendered stated to Employee verbally or in writing by him the Board of Directors of each corporation. (d) Employee will comply with the Company and Parent policy regarding maintenance of accurate business records as may from time to time be required by the Company or the Parent. Such records may be examined by the Company or the Parent, as the case may be, at all reasonable times after written request is delivered to Employee. Any such document will be delivered to the Company or the Parent, as the case may be, promptly upon request. (e) Employee agrees not to solicit or receive any income or other compensation from any third party in connection with his employment with the Company and the Parent. The Employee agrees, upon written request by the Company or the Parent, to render an accounting of all transactions relating to his business endeavors during the term of this employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Aegis Communications Group Inc)

Duties of Employee. (a) During Employee will serve in the Termcapacities of Executive Vice President and Chief Financial Officer of each of the Company and the Parent, subject in each case to the reasonable supervision of the President and Chief Executive Officer of such corporation. In such capacities, Employee shall continue will have all necessary powers to serve as Chairman, provided that he is renominated discharge the responsibilities customarily performed by the Board chief financial officer of Directors (a public company, including supervision of the "Board") as a management slate nominee Company's and is reelected by the shareholders when his current term as a director of Employer ends in June 2005 Parent financial and again in 2008. By its approval of this Agreementaccounting processes, financial and regulatory reporting, relationship with the Board agrees (i) to nominate Employee as a director on Company's and the management slate of Class III directors standing for election at the June 2005 annual meeting of EmployerParent's shareholdersindependent auditors, 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 related matters, subject 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 each case to the interests President's and Chief Executive Officer's supervision and control. Employee will report to the President and Chief Executive Officer 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 Agreementcorporation. (b) Employee shall perform Commencing May 8, 2000 (the "Effective Date") and discharge the usual and customary duties of the office of Chairman. In addition, during the Term, Employee shall serve as president remaining term 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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those Employee will devote his full business time and effort to the performance of his duties and responsibilities as Executive Vice President and Chief Financial Officer of the Company and the Parent. Notwithstanding the foregoing, Employee may spend reasonable amounts of time on his personal civic and charitable activities that directly relate to his office as Chairman or Chairman Emeritus, the independent directors on the Board of Directors, as determined in accordance do not interfere with the federal securities laws (performance of his duties and responsibilities to the "Independent Directors")Company and the Parent. Employee acknowledges that the Parent's headquarters are currently located in Irving, shall, within such 30Texas and hereby commits that he will perform his duties and responsibilities by officing in and physically working from these headquarters on a full-day period, meet separately with the CEO and with Employee, if Employee expresses a desire to meet with the Independent Directors, and provide each of the CEO and Employee with the opportunity to present his reasons why such termination or modification is or is not warranted. Following the Independent Directors' meetings with the CEO and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected as a director at the 2005 and 2008 annual meetings of shareholders of Employertime equivalent basis, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 extent that ordinary and necessary business travel obligations require otherwise or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6address family emergencies. (c) Employee will comply with the written rules and regulations of the Company and the Parent respecting their businesses and perform the directives and policies of the Company and the Parent as they may from time to time be stated to Employee verbally or in writing by the Board of Directors of each corporation. (d) Employee will comply with Company and Parent policy regarding the maintenance of accurate business records as may from time to time be required by the Company or the Parent. Such records may be examined by the Company or the Parent, as the case may be, at all reasonable times after written request is delivered to Employee. Any such document will be delivered to the Company or the Parent, as the case may be, promptly upon request. (e) Employee agrees not to devote such amount solicit or receive any income or other compensation from any third party in connection with his employment with the Company and the Parent. The Employee agrees, upon written request by the Company or the Parent, to render an accounting of all transactions relating to his business endeavors during the term of his working time and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere with the services to be rendered by him employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Aegis Communications Group Inc)

Duties of Employee. (a) During The Executive shall perform and discharge well and faithfully such duties as an executive officer of SBI or SBMA as may be assigned to the TermExecutive from time to time by the Chief Executive Officer of SBI or the Board of Directors of the Bank. The Executive shall chair the SBMA Senior Leader Group, Employee shall continue to serve be employed as Chairman and Chief Executive Officer of SBMA, shall be a member of the Office of the Chairman, provided that he is renominated the Management Credit Policy Committee and such other management committees as the Executive may choose, and shall hold such other titles as may be given to him from time to time by the Board of Directors of SBI (the "Board") as a management slate nominee and is reelected by the shareholders when his current term as a director or 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 Chairmanaffiliated companies). In addition, the Executive shall attend meetings of the Directors' Loan Committee. The Executive shall devote his full time, attention and energies to the business of SBMA and SBI (and its affiliated companies) and shall not, during the TermEmployment Period (as defined in Section 3 hereof), Employee be employed or involved in any other business activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; provided, however, that this Section 2 shall serve not be construed as president of E.C.T.R.preventing the Executive from (a) investing the Executive's personal assets, chairman of the board of National Quality Assurance and head of the corporate development office of Employer and shall serve on the committee (b) acting as a member of the Board that will evaluate the CEO. In addition, Employee shall support the CEO of Directors of any other corporation or as requested from time-to-time by the CEO. This support shall include such items as mentoring and coaching a member 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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those that directly relate to his office as Chairman or Chairman Emeritus, the independent directors on the Board of Directors, as determined in accordance with the federal securities laws (the "Independent Directors"), shall, within such 30-day period, meet separately with the CEO and with Employee, if Employee expresses a desire to meet with the Independent Directors, and provide each Trustees of the CEO and Employee with the opportunity to present his reasons why such termination or modification is or is not warranted. Following the Independent Directors' meetings with the CEO and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensationorganization, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected as a director at the 2005 and 2008 annual meetings of shareholders of Employer, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6. (c) Employee agrees to devote such amount of his working time and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere being involved in any other activity with the services prior approval of the Chairman or Chief Executive Officer of SBI. The Executive's offices will be located at 3 Terry Drive, Suite 102, Newtown, Pennsylvania, or in such other lxxxxxxx xxxx is not further than 50 miles therefrom, unless otherwise explicitly agreed to by the Executive. Notwithstanding, the preceding sentence however, the parties agree that any required move of the Executive's offices to the Reading/Wyomissing, Pennsylvania area will not constitute a violation of the provision of this section. In any event, the Executive will have use of an office at the Bank's offices in the Wyomissing/Reading, Pennsylvania area. Executive will be rendered by him hereunderinvited to attend all regularly scheduled meetings of the Boards of Directors of the Bank and SBI.

Appears in 1 contract

Samples: Employment Agreement (Sovereign Bancorp Inc)

Duties of Employee. (a) During Employee shall serve in the Termcapacities of Executive Vice President-Sales and Marketing of Quest/ANS, and shall be subject to supervision by the President/Chief Executive Officer of Quest/ANS. In the event of a merger of Quest and ANS, Employee shall continue to serve as ChairmanExecutive Vice President- Sales and Marketing of the surviving entity. In such capacities, provided Employee shall have all necessary powers to discharge his responsibilities. Employee shall have all powers granted by the Bylaws of the Companies to the Executive Vice President, as applicable, and Employee shall report to the President/Chief Executive Officer of such corporation. (b) During the term of this Agreement, and thereafter so long as Employee is employed by either Company, Employee shall devote his full business time and effort to the performance of his duties and responsibilities as an officer of ANS and the Parent. Notwithstanding the foregoing, Employee may spend reasonable amounts of time on personal civic and charitable activities that he is renominated do not interfere with the performance of his duties and responsibilities to ANS and the Parent. In addition, Employee may, subject to prior approval 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 Quest/ANS, spend reasonable amounts of this Agreementtime serving on boards of directors for other companies, 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 provided that such nomination is not otherwise determined service does not, 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 sound discretion of the Board that will evaluate the CEO. In additionof Directors of Quest/ANS, Employee shall support the CEO as requested from time-to-time by the CEO. This support shall include such items as mentoring and coaching constitute or create a conflict 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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those that directly relate to his office as Chairman or Chairman Emeritus, the independent directors on the Board of Directors, as determined in accordance with the federal securities laws (the "Independent Directors"), shall, within such 30-day period, meet separately with the CEO and with Employee, if Employee expresses a desire to meet with the Independent Directors, and provide each of the CEO and Employee with the opportunity to present his reasons why such termination or modification is or is not warranted. Following the Independent Directors' meetings with the CEO and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected as a director at the 2005 and 2008 annual meetings of shareholders of Employer, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6interest. (c) Employee agrees to devote such amount of his working time shall observe and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere comply with the services written rules and regulations of each Company respecting their businesses and shall carry out and perform the directives and policies of the Companies as they may from time to time be rendered stated to Employee in writing by him the President/Chief Executive Officer. (d) Employee shall maintain accurate business records as may from time to time be required by the Companies. Such records may be examined by the Companies, at all reasonable times after written request is delivered to Employee. Any such document shall be delivered to each Company promptly upon request. (e) Employee agrees not to solicit or receive any income or other compensation from any third party in connection with his employment with the Companies. Employee agrees, upon written request by either Company, to render an accounting of all transactions relating to his business endeavors during the term of this employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Quest Medical Inc)

Duties of Employee. (a) During Employee shall serve in the Termcapacities of General Counsel and Executive Vice President - Corporate Development of ANS, and shall be subject to supervision by the Chief Executive Officer of ANS. In such capacities, Employee shall continue have all necessary powers to serve discharge his responsibilities, including general supervision of the legal affairs of the Company and active participation in its corporate development activities. Employee shall have all powers granted by the Bylaws of the Company to a Vice President, and Employee shall report to the Chief Executive Officer of the Company. (b) During the term of this Agreement, and thereafter so long as ChairmanEmployee is employed by the Company, provided Employee shall devote his full business time and effort to the performance of his duties and responsibilities as an officer of the Company. Notwithstanding the foregoing, Employee may spend reasonable amounts of time on personal civic and charitable activities that he is renominated do not interfere with the performance of his duties and responsibilities to the Company. In addition, Employee may, subject to prior approval by the Board of Directors (of the "Board") as a management slate nominee and is reelected by the shareholders when his current term as a director Company, spend reasonable amounts of Employer ends in June 2005 and again in 2008. By its approval time serving on boards of this Agreementdirectors for other companies, 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 provided that such nomination is not otherwise determined service does not, 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 sound discretion 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 Directors of the CEO and/or his staff and shall include the transfer Company, constitute or create a conflict 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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those that directly relate to his office as Chairman or Chairman Emeritus, the independent directors on the Board of Directors, as determined in accordance with the federal securities laws (the "Independent Directors"), shall, within such 30-day period, meet separately with the CEO and with Employee, if Employee expresses a desire to meet with the Independent Directors, and provide each of the CEO and Employee with the opportunity to present his reasons why such termination or modification is or is not warranted. Following the Independent Directors' meetings with the CEO and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected as a director at the 2005 and 2008 annual meetings of shareholders of Employer, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6interest. (c) Employee agrees to devote such amount of his working time shall observe and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere comply with the services written rules and regulations of the Company respecting its business and shall carry out and perform the directives and policies of the Company as they may from time to time be rendered stated to Employee in writing by him the Chief Executive Officer or the Chairman of the Board of Directors. (d) Employee shall maintain accurate business records as may from time to time be required by the Company. Such records may be examined by the Company, at all reasonable times after written request is delivered to Employee. Any such document shall be delivered to the Company promptly upon request. (e) Employee agrees not to solicit or receive any income or other compensation from any third party in connection with his employment with the Company. Employee agrees, upon written request by the Company, to render an accounting of all transactions relating to his business endeavors during the term of this employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Advanced Neuromodulation Systems Inc)

Duties of Employee. (a) During Employee shall serve in the Termcapacities of Executive Vice President- Finance, Chief Financial Officer, Secretary and Treasurer of Quest/ANS, and shall be subject to supervision by the President/Chief Executive Officer of Quest/ANS. In the event of a merger of Quest and ANS, Employee shall continue to serve as ChairmanExecutive Vice President- Finance, provided Chief Financial Officer, Secretary and Treasurer of the surviving entity. In such capacities, Employee shall have all necessary powers to discharge his responsibilities. Employee shall have all powers granted by the Bylaws of the Companies to the Executive Vice President, Chief Financial Officer, Secretary and Treasurer, as applicable, and Employee shall report to the President/Chief Executive Officer of such corporation. (b) During the term of this Agreement, and thereafter so long as Employee is employed by either Company, Employee shall devote his full business time and effort to the performance of his duties and responsibilities as an officer of ANS and the Parent. Notwithstanding the foregoing, Employee may spend reasonable amounts of time on personal civic and charitable activities that he is renominated do not interfere with the performance of his duties and responsibilities to ANS and the Parent. In addition, Employee may, subject to prior approval 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 Quest/ANS, spend reasonable amounts of this Agreementtime serving on boards of directors for other companies, 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 provided that such nomination is not otherwise determined service does not, 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 sound discretion of the Board that will evaluate the CEO. In additionof Directors of Quest/ANS, Employee shall support the CEO as requested from time-to-time by the CEO. This support shall include such items as mentoring and coaching constitute or create a conflict 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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those that directly relate to his office as Chairman or Chairman Emeritus, the independent directors on the Board of Directors, as determined in accordance with the federal securities laws (the "Independent Directors"), shall, within such 30-day period, meet separately with the CEO and with Employee, if Employee expresses a desire to meet with the Independent Directors, and provide each of the CEO and Employee with the opportunity to present his reasons why such termination or modification is or is not warranted. Following the Independent Directors' meetings with the CEO and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected as a director at the 2005 and 2008 annual meetings of shareholders of Employer, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6interest. (c) Employee agrees to devote such amount of his working time shall observe and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere comply with the services written rules and regulations of each Company respecting their businesses and shall carry out and perform the directives and policies of the Companies as they may from time to time be rendered stated to Employee in writing by him the President/Chief Executive Officer. (d) Employee shall maintain accurate business records as may from time to time be required by the Companies. Such records may be examined by the Companies, at all reasonable times after written request is delivered to Employee. Any such document shall be delivered to each Company promptly upon request. (e) Employee agrees not to solicit or receive any income or other compensation from any third party in connection with his employment with the Companies. Employee agrees, upon written request by either Company, to render an accounting of all transactions relating to his business endeavors during the term of this employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Quest Medical Inc)

Duties of Employee. (a) During the Term, Employee shall continue serve in the capacities of President and Chief Executive Officer of Quest/ANS, and shall be subject to serve as Chairman, provided that he is renominated supervision 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 membersQuest/ANS. In the event Employee is not renominated as of a director in 2008 or is not elected a director by the shareholders at either the 2005 or 2008 Annual Meeting merger of shareholders, or voluntarily resigns his position as ChairmanQuest and ANS, Employee shall continue serve as an employee of Employer through the balance President and Chief Executive Officer of the Term with the title "Chairman Emeritus" and surviving entity. In such capacities, Employee shall be entitled have all necessary powers to continue to receive all discharge his responsibilities, including general supervision of the compensation and benefits described in Section 4 hereof for the balance affairs of the Term Companies and active control of their businesses. Employee shall have all powers granted by the Bylaws of the Companies to the President and/or Chief Executive Officer, as applicable, and Employee shall report to the Board of Directors of such corporation. For so long as Employee serves in accordance with the terms foregoing capacities, the Companies shall nominate and conditions support the election of this AgreementEmployee as a member of the Board of Directors of each corporation. (b) During the term of this Agreement, and thereafter so long as Employee shall perform and discharge the usual and customary duties of the office of Chairman. In addition, during the Termis employed by either Company, Employee shall serve devote his full business time and effort to the performance of his duties and responsibilities as president an officer of E.C.T.R.ANS and the Parent. Notwithstanding the foregoing, chairman Employee may spend reasonable amounts of time on personal civic and charitable activities that do not interfere with the board performance of National Quality Assurance his duties and head of responsibilities to ANS and the corporate development office of Employer and shall serve on the committee of the Board that will evaluate the CEOParent. In addition, Employee shall support the CEO as requested from time-to-time may, subject to prior approval 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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those that directly relate to his office as Chairman or Chairman Emeritus, the independent directors on the Board of DirectorsDirectors of Quest/ANS, as determined spend reasonable amounts of time serving on boards of directors for other companies, provided that such service does not, in accordance with the federal securities laws (the "Independent Directors"), shall, within such 30-day period, meet separately with the CEO and with Employee, if Employee expresses a desire to meet with the Independent Directors, and provide each sound discretion of the CEO and Employee with the opportunity to present his reasons why such termination Board of Directors of Quest/ANS, constitute or modification is or is not warranted. Following the Independent Directors' meetings with the CEO and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests create a conflict of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected as a director at the 2005 and 2008 annual meetings of shareholders of Employer, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6interest. (c) Employee agrees to devote such amount of his working time shall observe and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere comply with the services written rules and regulations of each Company respecting their businesses and shall carry out and perform the directives and policies of the Companies as they may from time to time be rendered stated to Employee in writing by him the Chairman of the Board or the Board of Directors. (d) Employee shall maintain accurate business records as may from time to time be required by the Companies. Such records may be examined by the Companies, at all reasonable times after written request is delivered to Employee. Any such document shall be delivered to each Company promptly upon request. (e) Employee agrees not to solicit or receive any income or other compensation from any third party in connection with his employment with the Companies. Employee agrees, upon written request by either Company, to render an accounting of all transactions relating to his business endeavors during the term of this employment hereunder.. 3

Appears in 1 contract

Samples: Employment Agreement (Quest Medical Inc)

Duties of Employee. (a) During the Term, Employee shall continue serve in the capacities of President and Chief Executive Officer of each of the Company and the Parent, subject in each case to serve as Chairman, provided that he is renominated by the supervision of the Board of Directors (of such corporation. In such capacities, Employee shall have all necessary powers to discharge his responsibilities, including general supervision of the "affairs of the Company and the Parent and active control of their businesses, again subject in each case to the respective Board") as a management slate nominee 's supervision and is reelected control. Employee shall have all the powers granted by the shareholders when his current term as a director Bylaws of Employer ends in June 2005 each of the Company and again in 2008. By its approval the Parent to the President and Chief Executive Officer of this Agreementsuch corporation, and Employee shall report to the Board agrees (i) to of Directors of such corporation. For so long as Employee serves in the capacities of President and Chief Executive Officer of each corporation, Parent and the Company shall nominate and support the election of Employee as a director on the management slate member 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 Directors 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 Agreementeach corporation. (b) Employee shall perform Commencing September 23, 1996 and discharge the usual and customary duties of the office of Chairman. In addition, during the Termremaining term of this Agreement, Employee shall serve devote his full business time and effort to the performance of his duties and responsibilities as president of E.C.T.R., chairman President and Chief Executive Officer of the board of National Quality Assurance Company and head of the corporate development office of Employer and shall serve on Parent. Notwithstanding the committee of the Board that will evaluate the CEO. In additionforegoing, Employee shall support may spend reasonable amounts of time on his personal civic and charitable activities that do not interfere with the CEO as requested from time-to-time by the CEO. This support shall include such items as mentoring performance of his duties and coaching of the CEO and/or his staff and shall include the transfer of "cultural" values responsibilities to the CEO Company 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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those that directly relate to his office as Chairman or Chairman Emeritus, the independent directors on the Board of Directors, as determined in accordance with the federal securities laws (the "Independent Directors"), shall, within such 30-day period, meet separately with the CEO and with Employee, if Employee expresses a desire to meet with the Independent Directors, and provide each of the CEO and Employee with the opportunity to present his reasons why such termination or modification is or is not warranted. Following the Independent Directors' meetings with the CEO and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected as a director at the 2005 and 2008 annual meetings of shareholders of Employer, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6Parent. (c) Employee agrees to devote such amount of his working time shall observe and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere comply with the services written rules and regulations of the Company and the Parent respecting their businesses and shall carry out and perform the directives and policies of the Company and the Parent as they may from time to time be rendered stated to Employee in writing by him hereunderthe Chairman of the Board or the Board of Directors of each corporation. (d) Employee shall maintain accurate business records as may from time to time be required by the Company or the Parent. Such records may be examined by the Company or the Parent, as the case may be, at all reasonable times after written request is delivered to Employee. Any such document shall be delivered to the Company or the Parent, as the case may be, promptly upon request.

Appears in 1 contract

Samples: Employment Agreement (Atc Communications Group Inc)

Duties of Employee. Paragraph B. (aDUTIES OF EXECUTIVE) During of the Term, 2003 Agreement is deleted and replaced in its entirety by this Paragraph 3. Employee shall continue have the titles of “Vice President and Chief Credit Officer for Multi-Family Lending.” Employee shall be responsible for (i) managing the identification and acquisition of whole loans secured by Multi-Family property, (ii) managing the origination of the Bank’s Multi-Family Loans for Sale Program, pursuant to serve as Chairmanwhich the Bank will originate Multi-Family loans for the purpose of resale, provided that he is renominated (iii) Managing the purchase of Multi-Family and conventional first trust deed loans from other lenders (pools) (iv) Managing the origination efforts of specific employees in their Multi-Family origination efforts (v) assisting the Bank in its efforts to orient and integrate into the Bank’s operations a new executive lending officer upon his hiring by the Board Bank to replace Employee (a “Replacement Lending Officer”), (vi) assisting Bank in complying with the requirements of Directors the Community Reinvestment Act and (vii) performing such other duties and responsibilities as Bank may reasonably request from time to time. The authority of Employee shall be as set forth above or as specifically delegated to Employee. Employee acknowledges, agrees and accepts that the "Board") as a management slate nominee Bank retains all discretion to specify the scope of Employee’s duties 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 authority pursuant to this Agreement, the Board agrees (i) including but not limited to, Employee’s duties and authority with respect to nominate loan products, geographic areas and staff. Employee shall not have any authority as a director on “policy-making” or “executive officer” of the management slate of Class III directors standing for election at the June 2005 annual meeting of Employer's shareholdersBank, 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 nor shall anything in accordance with the provisions of this Agreement and the Bylaws of Employer and has not engaged be construed so as to give Employee such authority as may result 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 being considered a director in 2008 “policy-making” 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 “executive officer” 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 Employer's intention to modify or terminate any or all of the duties of Employee Bank under this Agreement, other than those that directly relate to his office as Chairman or Chairman Emeritus, the independent directors on the Board of Directors, as determined in accordance with the applicable federal securities laws (and federal banking laws and the "Independent Directors"), shall, within such 30-day period, meet separately with the CEO and with Employee, if Employee expresses a desire to meet with the Independent Directors, and provide each regulations of the CEO and appropriate regulators thereunder. Employee with shall report to the opportunity to present his reasons why Replacement Leading Officer, when such termination or modification officer is or is not warranted. Following the Independent Directors' meetings with the CEO and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected as a director at the 2005 and 2008 annual meetings of shareholders of Employer, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6appointed. (c) Employee agrees to devote such amount of his working time and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere with the services to be rendered by him hereunder.

Appears in 1 contract

Samples: Employment Agreement (BofI Holding, Inc.)

Duties of Employee. (a) During Employee will serve in the Termcapacity of Senior Vice-President, Field Operations of the Company and the Parent subject to the reasonable supervision of the EVP-Chief Operating Officer of the Company and the Parent. In such capacity, Employee shall continue will have all necessary powers to serve as Chairman, provided that he is renominated discharge the responsibilities customarily performed by the Board Senior Vice President of Directors (Field Operations, subject in each case to the "Board") as a management slate nominee EVP-Chief Operating Officer's supervision and is reelected by control. Employee will report to the shareholders when his current term as a director EVP-Chief Operating Officer 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 Company 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 AgreementParent. (b) Employee shall perform Commencing August 28, 2000 (the "Effective Date") and discharge the usual and customary duties of the office of Chairman. In addition, during the Term, Employee shall serve as president remaining term 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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those Employee will devote his full business time and effort to the performance of his duties and responsibilities as Senior Vice-President of the Company and the Parent. Employee acknowledges that directly relate to his office as Chairman or Chairman Emeritusthat Parent's headquarters are currently located in the Irving, the independent directors on the Board of Directors, as determined in accordance with the federal securities laws (the "Independent Directors"), shall, within such 30-day period, meet separately with the CEO and with Employee, if Employee expresses a desire to meet with the Independent DirectorsTexas metropolitan area, and provide each of the CEO hereby commits that he will perform his duties and Employee with the opportunity to present his reasons why such termination or modification is or is not warranted. Following the Independent Directors' meetings with the CEO responsibilities by officing in and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected as physically working from these headquarters on a director at the 2005 and 2008 annual meetings of shareholders of Employerfull-time equivalent basis, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 extent that ordinary and necessary business travel obligations require otherwise or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6address family emergencies. (c) Employee will comply with the written rules and regulations of the Company and the Parent respecting their businesses and perform the directives and Company and the Parent respecting their businesses and perform the directives and policies of the Company and the Parent as they may from time to time be stated to Employee verbally or in writing by the EVP-Chief Operating Officer and Board of Directors of the corporation. (d) Employee will comply with Company and Parent policy regarding the maintenance of accurate business records as may from time to time be required by the Company or the Parent. Such records may be examined by the Company or the Parent, as the case may be, at all reasonable times after written request is delivered to Employee. Any such document will be delivered to the Company or the Parent, as the case may be, promptly upon request. Employee JM Parent & Co. HS (e) Employee agrees not to devote such amount solicit or receive any income or other compensation from any third party in connection with his employment with the Company and the Parent. The Employee agrees, upon written request by the Company or the Parent, to render an accounting of all transactions relating to his business endeavors during the term of his working time and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere with the services to be rendered by him employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Aegis Communications Group Inc)

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Duties of Employee. (a) During Employee will serve in the Termcapacity of Chief Financial Officer of each of the Company and the Parent, subject in each case to the reasonable supervision of the President and Chief Executive Officer of the Company and the Parent, or in the absence of a President or Chief Executive Officer, the reasonable supervision of the Board of Directors. In addition, Employee shall continue to serve will have such responsibilities and duties as Chairmanrequired by the President and Chief Executive Officer of the Company and the Parent, provided that he is renominated or in the absence of a President or Chief Executive Officer, as required by the Board of Directors (Directors. In such capacity, Employee will have all necessary powers to discharge the "Board") as a management slate nominee and is reelected responsibilities customarily performed by the shareholders when his current term Chief Financial Officer and to discharge the responsibilities and duties as required by the President, Chief Executive Officer, or the Board of Directors, subject in each case to the President’s and Chief Executive Officer’s supervision and control, or in the absence of a director of Employer ends in June 2005 and again in 2008. By its approval of this AgreementPresident or Chief Executive Officer, the supervision and control of the Board agrees (i) of Directors. Employee will report to nominate Employee as a director on the management slate President and Chief Executive Officer 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 Company and the Bylaws Parent, or in the absence of Employer and has not engaged in any conduct which has been determined in good faith by a President or Chief Executive Officer, to 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 AgreementDirectors. (b) Employee shall perform Commencing March , 2004 (the “Effective Date”) and discharge the usual and customary duties of the office of Chairman. In addition, during the Term, Employee shall serve as president remaining term 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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those Employee will devote his full business time and effort to the performance of his duties and responsibilities as Chief Financial Officer of the Company and the Parent. Employee acknowledges that directly relate the Company’s and the Parent’s headquarters are currently located in the Dallas, Texas metropolitan area, and hereby commits that he will perform his duties and responsibilities by officing in and physically working from these headquarters on a full-time equivalent basis, except to his office as Chairman the extent that ordinary and necessary business travel obligations require otherwise or Chairman Emeritus, the independent directors on to address family emergencies or until the Board of Directors, as determined in accordance with the federal securities laws (the "Independent Directors"), shall, within such 30-day period, meet separately with the CEO and with Employee, if Directors authorizes Employee expresses a desire to meet with the Independent Directors, and provide each work out of the CEO and Employee with the opportunity to present his reasons why such termination or modification is or is not warranted. Following the Independent Directors' meetings with the CEO and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected as a director at the 2005 and 2008 annual meetings of shareholders of Employer, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6another location. (c) Employee will comply with the written rules and regulations of the Company and the Parent respecting their businesses and perform the directives and policies of the Company and the Parent as they may from time to time be stated to Employee verbally or in writing by the President and Chief Executive Officer and Board of Directors of each corporation. (d) Employee will comply with Company and Parent policy regarding the maintenance of accurate business records as may from time to time be required by the Company or the Parent. Such records may be examined by the Company or the Parent, as the case may be, at all reasonable times after written request is delivered to Employee. Any such document will be delivered to the Company or the Parent, as the case may be, promptly upon request. (e) Employee agrees not to devote such amount solicit or receive any income or other compensation from any third party in connection with his employment with the Company and the Parent. The Employee agrees, upon written request by the Company or the Parent, to render an accounting of all transactions relating to his business endeavors during the term of his working time and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere with the services to be rendered by him employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Aegis Communications Group Inc)

Duties of Employee. (a) During Employee will serve in the Termcapacities of President and Chief Executive Officer of each of the Company and the Parent, Employee shall continue subject in each case to serve as Chairman, provided that he is renominated by the reasonable supervision of the Board of Directors (of such corporation. In such capacities, Employee will have all necessary powers to discharge his responsibilities, subject in each case to the "respective Board") as a management slate nominee 's supervision and is reelected control. Employee will have all the powers granted 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 each of the Company and has not engaged in any conduct which has been determined in good faith by the Parent to the President and Chief Executive Officer of such corporation, and Employee will report to the Board to have been detrimental of Directors of such corporation. In addition, Employee will be elected to the interests Board of Employer and that such nomination is not otherwise determined in good faith by the Board to breach its fiduciary duties and/or those Directors 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 each of the Term with Company and 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 AgreementParent. (b) Employee shall perform Commencing April 17, 2000 (the "Effective Date") and discharge the usual and customary duties of the office of Chairman. In addition, during the Term, Employee shall serve as president remaining term 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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those that directly relate Employee will devote his full business time and effort to the performance of his office duties and responsibilities as Chairman or Chairman Emeritus, the independent directors on the Board of Directors, as determined in accordance with the federal securities laws (the "Independent Directors"), shall, within such 30-day period, meet separately with the CEO President and with Employee, if Employee expresses a desire to meet with the Independent Directors, and provide each Chief Executive Officer of the CEO Company and the Parent; provided, however, Employee with the opportunity to present may continue his reasons why such termination or modification is or is not warranted. Following the Independent Directors' meetings with the CEO and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected service as a director at of TWS, Inc. and Hometown Communities, LLC and other directorships from time to time to the 2005 extent such service does not materially interfere with the performance of his duties and 2008 annual meetings responsibilities to the Company and the Parent. Notwithstanding the foregoing, Employee may spend reasonable amounts of shareholders time on his personal civic and charitable activities that do not materially interfere with the performance of Employerhis duties and responsibilities to the Company and the Parent. Employee acknowledges that the Parent's headquarters are currently located in Irving, Texas and hereby commits that he will perform his duties and responsibilities by officing in and physically working from these headquarters on a full-time equivalent basis, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 extent that ordinary and necessary business travel obligations require otherwise or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6address family emergencies. (c) Employee agrees to devote such amount of his working time and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere will comply with the services written rules and regulations of the Company and the Parent respecting their businesses and perform the directives and policies of the Company and the Parent as they may from time to time be rendered stated to Employee verbally or in writing by him the Board of Directors of each corporation. (d) Employee will maintain accurate business records as may from time to time be required by the Company or the Parent. Such records may be examined by the Company or the Parent, as the case may be, at all reasonable times after written request is delivered to Employee. Any such document will be delivered to the Company or the Parent, as the case may be, promptly upon request. (e) Employee agrees not to solicit or receive any income or other compensation from any third party in connection with his employment with the Company and the Parent. The Employee agrees, upon written request by the Company or the Parent, to render an accounting of all transactions relating to his business endeavors during the term of this employment hereunder. (f) Within ten days of the Effective Date, Employee will purchase from the Company 83,000 shares of the Company's common stock at a price per share of $1.812, for a total cash consideration of $150,396.

Appears in 1 contract

Samples: Employment Agreement (Aegis Communications Group Inc)

Duties of Employee. (a) During Employee will serve in the Termcapacities of President and Chief Executive Officer of each of the Company and the Parent, Employee shall continue subject in each case to serve as Chairman, provided that he is renominated by the reasonable supervision of the Board of Directors (of such corporation. In such capacities, Employee will have all necessary powers to discharge his responsibilities, subject in each case to the "respective Board") as a management slate nominee 's supervision and is reelected control. Employee will have all the powers granted 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 each of the Company and has not engaged in any conduct which has been determined in good faith by the Parent to the President and Chief Executive Officer of such corporation, and Employee will report to the Board to have been detrimental of Directors of such corporation. In addition, Employee will be elected to the interests Board of Employer and that such nomination is not otherwise determined in good faith by the Board to breach its fiduciary duties and/or those Directors 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 each of the Term with Company and 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 AgreementParent. (b) Employee shall perform Commencing April 17, 2000 (the "Effective Date") and discharge the usual and customary duties of the office of Chairman. In addition, during the Term, Employee shall serve as president remaining term 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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those that directly relate Employee will devote his full business time and effort to the performance of his office duties and responsibilities as Chairman or Chairman Emeritus, the independent directors on the Board of Directors, as determined in accordance with the federal securities laws (the "Independent Directors"), shall, within such 30-day period, meet separately with the CEO President and with Employee, if Employee expresses a desire to meet with the Independent Directors, and provide each Chief Executive Officer of the CEO Company and the Parent; provided, however, Employee with the opportunity to present may continue his reasons why such termination or modification is or is not warranted. Following the Independent Directors' meetings with the CEO and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected service as a director at of TWS, Inc. and Hometown Communities, LLC and other directorships from time to time to the 2005 extent such service does not materially interfere with the performance of his duties and 2008 annual meetings responsibilities to the Company and the Parent. Notwithstanding the foregoing, Employee may spend reasonable amounts of shareholders time on his personal civic and charitable activities that do not materially interfere with the performance of Employerhis duties and responsibilities to the Company and the Parent. Employee acknowledges that the Parent's headquarters are currently located in Irving, Texas and hereby commits that he will perform his duties and responsibilities by officing in and physically working from these headquarters on a full-time equivalent basis, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 extent that ordinary and necessary business travel obligations require otherwise or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6address family emergencies. (c) Employee agrees to devote such amount of his working time and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere will comply with the services written rules and regulations of the Company and the Parent respecting their businesses and perform the directives and policies of the Company and the Parent as they may from time to time be rendered stated to Employee verbally or in writing by him the Board of Directors of each corporation. (d) Employee will maintain accurate business records as may from time to time be required by the Company or the Parent. Such records may be examined by the Company or the Parent, as the case may be, at all reasonable times after written request is delivered to Employee. Any such document will be delivered to the Company or the Parent, as the case may be, promptly upon request. (e) Employee agrees not to solicit or receive any income or other compensation from any third party in connection with his employment with the Company and the Parent. The Employee agrees, upon written request by the Company or the Parent, to render an accounting of all transactions relating to his business endeavors during the term of this employment hereunder. (f) Within ten days of the Effective Date, Employee will purchase from the Company 160,400 shares of the Company's common stock at a price per share of $0.9375, for a total cash consideration of $150,375.

Appears in 1 contract

Samples: Employment Agreement (Aegis Communications Group Inc)

Duties of Employee. (a) During Employee will serve in the Termcapacity of President, Xxxxxx & Lavidge Marketing Research Division (E&L) of IQI, subject to the reasonable supervision of the President and Chief Executive Officer of the Company and the Parent. In such capacity, Employee shall continue will have all necessary powers to serve as Chairman, provided that he is renominated discharge the responsibilities customarily performed by the Board President of Directors (the "Board") as a management slate nominee and is reelected by the shareholders when his current term as a director Division, including supervision of Employer ends in June 2005 and again in 2008. By its approval of this AgreementE&L's operations, 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 shareholderspersonnel, performance, and (ii) related matters, subject in each case to nominate the President's and Chief Executive Officer's supervision and control. Employee as a director on will report to the management slate President and Chief Executive Officer 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 Company 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 AgreementParent. (b) Employee shall perform Commencing November 1, 2000 (the "Effective Date") and discharge the usual and customary duties of the office of Chairman. In addition, during the Term, Employee shall serve as president remaining term 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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those Employee will devote his full business time and effort to the performance of his duties and responsibilities as President of E&L. Notwithstanding the foregoing, Employee may spend reasonable amounts of time on his personal civic and charitable activities that directly relate to his office as Chairman or Chairman Emeritus, the independent directors on the Board of Directors, as determined in accordance do not interfere with the federal securities laws (performance of his duties and responsibilities to the "Independent Directors")Company and the Parent. Employee acknowledges that that E&L's headquarters are currently located in the Atlanta, shall, within such 30-day period, meet separately with the CEO and with Employee, if Employee expresses a desire to meet with the Independent DirectorsGeorgia metropolitan area, and provide each of the CEO hereby commits that he will perform his duties and Employee with the opportunity to present his reasons why such termination or modification is or is not warranted. Following the Independent Directors' meetings with the CEO responsibilities by officing in and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected as physically working from these headquarters on a director at the 2005 and 2008 annual meetings of shareholders of Employerfull-time equivalent basis, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 extent that ordinary and necessary business travel obligations require otherwise or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6address family emergencies. (c) Employee will comply with the written rules and regulations of the Company and the Parent respecting their businesses and perform the reasonable directives and policies of the Company and the Parent as they may from time to time be stated to Employee verbally or in writing by the President and Chief Executive Officer and Board of Directors of each corporation. (d) Employee will comply with Company and Parent policy regarding the maintenance of accurate business records as may from time to time be required by the Company or the Parent. Such records may be examined by the Company or the Parent, as the case may be, at all reasonable times after written request is delivered to Employee. Any such document will be delivered to the Company or the Parent, as the case may be, promptly upon request. (e) Employee agrees not to devote such amount solicit or receive any income or other compensation from any third party in connection with his employment with the Company and the Parent. The Employee agrees, upon written request by the Company or the Parent, to render an accounting of all transactions relating to his business endeavors during the term of his working time and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere with the services to be rendered by him employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Aegis Communications Group Inc)

Duties of Employee. (a) During Employee will serve in the Termcapacity of Executive Vice-President, Administration of the Company and the Parent, subject to the reasonable supervision of the President and Chief Executive Officer of the Company and the Parent. In such capacity, Employee shall continue will have all necessary powers to serve as Chairman, provided that he is renominated discharge the responsibilities customarily performed by the Board Executive Vice-President, Administration, subject in each case to the President's and Chief Executive Officer's supervision and control. Employee will report to the President and Chief Executive Officer 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 Company 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 AgreementParent. (b) Employee shall perform Commencing November 6, 2000 (the "Effective Date") and discharge the usual and customary duties of the office of Chairman. In addition, during the Term, Employee shall serve as president remaining term 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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those Employee will devote his full business time and effort to the performance of his duties and responsibilities as Executive Vice-President, Administration. Notwithstanding the foregoing, Employee may spend reasonable amounts of time on his personal civic activities that directly relate to his office as Chairman or Chairman Emeritus, the independent directors on the Board of Directors, as determined in accordance do not interfere with the federal securities laws (performance of his duties and responsibilities to the "Independent Directors")Company and the Parent. Employee acknowledges that Parent's headquarters are currently located in the Dallas, shall, within such 30-day period, meet separately with the CEO and with Employee, if Employee expresses a desire to meet with the Independent DirectorsTexas metropolitan area, and provide each of the CEO hereby commits that he will perform his duties and Employee with the opportunity to present his reasons why such termination or modification is or is not warranted. Following the Independent Directors' meetings with the CEO responsibilities by officing in and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected as physically working from these headquarters on a director at the 2005 and 2008 annual meetings of shareholders of Employerfull-time equivalent basis, except in connection with any termination of his employment pursuant to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 extent that ordinary and necessary business travel obligations require otherwise or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during the Term, except in connection with any termination pursuant to Section 6address family emergencies. (c) Employee will comply with the written rules and regulations of the Company and the Parent respecting their businesses and perform the directives and policies of the Company and the Parent as they may from time to time be stated to Employee verbally or in writing by the President and Chief Executive Officer and Board of Directors of the corporation. (d) Employee will comply with Company and Parent policy regarding the maintenance of accurate business records as may from time to time be required by the Company or the Parent. Such records may be examined by the Company or the Parent, as the case may be, at all reasonable times after written request is delivered to Employee. Any such document will be delivered to the Company or the Parent, as the case may be, promptly upon request. (e) Employee agrees not to devote such amount solicit or receive any income or other compensation from any third party in connection with his employment with the Company and the Parent. The Employee agrees, upon written request by the Company or the Parent, to render an accounting of all transactions relating to his business endeavors during the term of his working time and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere with the services to be rendered by him employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Aegis Communications Group Inc)

Duties of Employee. (a) During Employee will initially serve in the Termcapacity of Chief Executive Officer of each of the Company and the Parent, subject in each case to the reasonable supervision of the respective Boards of Directors of the Company and the Parent. In such capacity, Employee shall continue will have all necessary powers to serve as Chairmandischarge his responsibilities, provided that he is renominated by subject in each case to the supervision and control of the Board of Directors. Employee will report to the respective Boards of Directors (of 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 Company and the Bylaws Parent. The respective Boards 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 Directors of the Term with Company and the Parent may from time to time redefine the title "Chairman Emeritus" and shall be entitled to continue to receive all duties of the compensation and benefits described Employee hereunder in Section 4 hereof for the balance furtherance of the Term in accordance with business of the terms Company and conditions of this Agreementthe Parent. (b) Employee shall perform and discharge During the usual and customary duties term 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 Employer's intention to modify or terminate any or all of the duties of Employee under this Agreement, other than those Employee will devote his full business time and effort to the performance and his duties and responsibilities as hereunder. Notwithstanding the foregoing, Employee may spend reasonable amounts of time on his personal civic and charitable activities that directly relate to his office as Chairman or Chairman Emeritus, the independent directors on the Board of Directors, as determined in accordance do not interfere with the federal securities laws (the "Independent Directors"), shall, within such 30-day period, meet separately with the CEO and with Employee, if Employee expresses a desire to meet with the Independent Directors, and provide each of the CEO and Employee with the opportunity to present his reasons why such termination or modification is or is not warranted. Following the Independent Directors' meetings with the CEO and Employee, the Independent Directors shall, in their sole discretion, determine whether under the circumstances such modification or termination is in the best interests of Employer. Termination or modification of Employee's duties shall require the affirmative vote of 75% of the Independent Directors. Any such modification or termination shall not reduce or modify any other compensation, benefits or rights of Employee under this Agreement unless the termination of Employee's duties relates to subsection 6(c) below, Employer may not significantly expand or change the location of the duties to be performed by Employee under this Agreement without the prior consent of Employee. In addition, Employer may not remove Employee as Chairman during the Term if he has been reelected as a director at the 2005 and 2008 annual meetings of shareholders of Employer, except in connection with any termination performance of his employment pursuant duties and responsibilities to Section 6 of this Agreement. If Employee is serving as Chairman Emeritus because he was not elected as a director at either the 2005 or 2008 annual meetings of shareholders of Employer, Employer may not remove Employee as Chairman Emeritus during Company and the Term, except in connection with any termination pursuant to Section 6Parent. (c) Employee will comply with the written rules and regulations of the Company and the Parent respecting their businesses and perform the reasonable directives and policies of the Company and the Parent as they may from time to time be stated to Employee verbally or in writing by the Board of Directors of each corporation. (d) Employee will comply with the Company and Parent policy regarding maintenance of accurate business records as may from time to time be required by the Company or the Parent. Such records may be examined by the Company or the Parent, as the case may be, at all reasonable times after written request is delivered to Employee. Any such document will be delivered to the Company or the Parent, as the case may be, promptly upon request. /s/ R.F. /s/ P.S. Employee Parent & Co. (e) Employee agrees not to devote such amount solicit or receive any income or other compensation from any third party in connection with his employment with the Company and the Parent. The Employee agrees, upon written request by the Company or the Parent, to render an accounting of all transactions relating to his business endeavors during the term of his working time and attention as his duties under this Agreement may require, and he may devote such time for personal, charitable, investment and professional activities that does not substantially interfere with the services to be rendered by him employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Aegis Communications Group Inc)

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