Common use of Duties of Executive Clause in Contracts

Duties of Executive. During the Employment Term (as defined in Section 1), the Executive shall hold the title of President and Chief Executive Officer of the Company, shall act as the portfolio manager to the Company and, as such, shall formulate and implement a continuing program for the investment of the assets of the Company consistent with the Company's investment objectives, policies and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each as may be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) perform and hold such other executive duties, offices and positions with the Company as may be reasonably assigned to him by the Board. During the Employment Term, the Executive shall be the most senior executive officer of the Company, and shall have those powers and duties normally associated with the position and such other powers and duties consistent with such position as may be prescribed by the Board. The Executive shall report directly to the Board in carrying out his responsibilities under this Agreement. The Executive will comply with and be bound by the Company's policies, procedures and practices as communicated to the Executive from time to time and in effect during the Employment Term.

Appears in 2 contracts

Samples: Employment Agreement (Self Storage Group, Inc.), Employment Agreement (Self Storage Group, Inc.)

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Duties of Executive. During the Employment Term (as defined in Section 1), the Executive shall hold the title of President and Chief Executive Officer of the Company, shall act as the portfolio manager to the Company and, as such, shall formulate and implement a continuing program for the investment of the assets of the Company consistent with the Company's ’s investment objectives, policies and limitations as set forth in the Company's ’s registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each as may be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) perform and hold such other executive duties, offices and positions with the Company as may be reasonably assigned to him by the Board. During the Employment Term, the Executive shall be the most senior executive officer of the Company, and shall have those powers and duties normally associated with the position and such other powers and duties consistent with such position as may be prescribed by the Board. The Executive shall report directly to the Board in carrying out his responsibilities under this Agreement. The Executive will comply with and be bound by the Company's ’s policies, procedures and practices as communicated to the Executive from time to time and in effect during the Employment Term.

Appears in 2 contracts

Samples: Employment Agreement (Self Storage Group, Inc.), Employment Agreement (Global Income Fund, Inc.)

Duties of Executive. During the Employment Term (as defined in Section 1), the Executive shall hold the title of President serve as Chief Strategy and Chief Executive Performance Officer of the Company, shall act as the portfolio manager to the Company and, as such, shall formulate and implement a continuing program for the investment of the assets of the Company consistent with the Company's investment objectives, policies and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each as may be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) diligently perform and hold such other executive duties, offices and positions with the Company all services as may be reasonably assigned to him by the Company’s Board of Directors (the “Board”), the Company’s Chief Executive Officer (the “CEO”), or the Company’s President, the Company’s Chief Financial Officer (the “CFO”) or their respective designees, and shall exercise such power and authority as may from time to time be delegated to him by the Board, the CEO, the President, or the CFO. During the Employment Termhis employment, the Executive shall be devote his time, energy, and ability to the most senior executive officer business and interests of the Company, shall be physically present at the Company’s offices in Boca Raton, Florida during normal business hours each week (other than permitted periods of working remotely, PTO and on appropriate business travel for the benefit of the Company or upon the prior approval of the CEO or the President), and shall have those powers not, without the Company’s prior written consent, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any material respect with Executive’s duties and responsibilities hereunder. In his capacity as the Chief Strategy and Performance Officer of the Company, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of the Company, subject to the policies and procedures set by the Company, including, but not limited to developing and overseeing the operations and work flow of VitaCare Prescription Services, including supply chain, warehousing, and pick, pack and fill for all products; establishing, monitoring and maintaining relationships with pharmacy benefit managers and partner pharmacies; developing methodology and compliance for pharmacy related services; conducting and overseeing special business projects; overseeing the Company’s health and other benefit plans; managing the Company’s insurance coverage program. It shall not be a violation of this Section 1(b) for Executive, and Executive shall be permitted, to (i) perform the role of overseeing personal and familial investments pertaining to his responsibilities as manager/trustee of family limited partnerships, including serving on boards/steering committees of such limited partnerships, (ii) serve on any one (1) civic or charitable board; (iii) deliver lectures, fulfill speaking engagements, or teach at public or not-for-profit educational institutions; (iv) subject to any applicable Company policies, make personal investments in such form or manner as will neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made nor subject Executive to any conflict of interest with respect to Executive’s duties normally associated to the Company; and (v) serve, with the position and such other powers and duties consistent with such position as may be prescribed by written approval of the Board. The Executive shall report directly to , as a director of one or more public corporations, in each case so long as any such activities do not significantly interfere with the Board in carrying out his performance of Executive’s responsibilities under this Agreement. The Executive will comply with and be bound by the Company's policies, procedures and practices as communicated to the Executive from time to time and in effect during the Employment Term.

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement (TherapeuticsMD, Inc.)

Duties of Executive. During the Employment Term (as defined in Section 1), the Executive shall hold perform and discharge well and faithfully such duties as an executive officer of the title Corporation and the Bank as may be assigned to Executive from time to time by the Board of Directors of the Corporation and/or the Bank. Executive shall be employed as President and Chief Executive Officer of the Company, shall act as the portfolio manager to the Company and, as such, shall formulate Corporation and implement a continuing program for the investment of the assets of the Company consistent with the Company's investment objectives, policies Bank and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each shall hold such other titles as may be updated or amended given to him from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as time by the Board of Directors of the Company Corporation or any committee thereof (collectivelythe Bank; provided, however, that upon the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) perform and hold such other executive duties, offices and positions with the Company as may be reasonably assigned to him by the Board. During the Employment TermMerger Effective Date, the Executive shall be the most senior executive officer employed as Chairman, President and Chief Executive Officer of the Company, Corporation and shall have those powers and duties normally associated with as Executive Chairman of the position and such other powers and duties consistent with such position as may be prescribed by the BoardBank. The Executive shall will report directly to the Board of Directors of the Corporation and the Bank. During the Employment Period (as hereinafter defined), the Corporation shall cause the Executive to be elected to the Board of Directors of the Bank and to nominate the Executive for election as a director on the Board of Directors of the Corporation in carrying out connection with each election of directors of the Corporation where his responsibilities under term of office otherwise would expire. Executive shall devote his full time, attention, ability and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3(a) of this Agreement); provided, however, that (a) Executive shall be entitled to fulfill his duties and responsibilities as Chairman, President and Chief Executive Officer of the Corporation and Executive Chairman of the Bank on a part time basis consisting of not less than three (3) days per week, or a total of twenty-four (24) hours per week, and otherwise shall make himself available as may be necessary or appropriate in order to fulfill such duties and responsibilities, beginning on the earlier of (i) the date that is the twelve (12) month anniversary of the Merger Effective Date or, (ii) if so elected by either the Executive or the Board of Directors of the Corporation by not less than twenty (20) days prior written notice to the other, such earlier date as may be specified in such notice (“Part-Time Employment”), provided that Part-Time Employment shall not begin before the four (4) month anniversary of the Merger Effective Date, and (b) nothing set forth in this Section 2 shall be construed as preventing Executive from (i) engaging in activities incident or necessary to personal investments so long as it does not exceed 5% of the outstanding shares of any publicly held company, (ii) acting as a member of the Board of Directors of any non-profit association or corporation or as a member of the Board of Directors or Trustees of any other such organization, with the prior written approval of a majority of the independent members of the Board of Directors of the Bank, or (iii) being involved in any other activity with the prior written approval of a majority of the independent members of the Board of Directors of the Bank. The Executive will comply shall not engage in any business or commercial activities (including investment in an existing or prospective customer), duties or pursuits which compete with and be bound by the Company's policiesbusiness or commercial activities of the Corporation or the Bank, procedures and practices as communicated to or their respective subsidiaries nor may the Executive from time to time and serve as a director or officer or in effect during any other capacity in a company which competes with the Employment TermCorporation, the Bank or their respective subsidiaries.

Appears in 2 contracts

Samples: Employment Agreement (CCFNB Bancorp Inc), Employment Agreement (CCFNB Bancorp Inc)

Duties of Executive. Subject to the approvals by and the ultimate supervision of the Board and each Authorized Board Designee, Executive shall serve, until November 15, 2007, as Chief Financial Officer of American Physicians Insurance Company, a subsidiary of Employer. Beginning on November 15, 2007, and continuing thereafter throughout the term of this Agreement, Executive shall serve as the Vice President – Finance and Chief Financial Officer of Employer. Employer shall have sole discretion to determine whether, after November 15, 2007, Executive remains the Chief Financial Officer of American Physicians Insurance Company. Subject to the control of the Board and any Authorized Board Designee, Executive shall have the responsibilities commensurate with such titles and as otherwise provided in Employer’s or, as applicable, any subsidiary’s, bylaws and other governing documents. During the Employment Term (as defined in Section 1)period of employment hereunder, the Executive shall hold the title devote substantially all of President Executive’s professional time and Chief Executive Officer of the Company, shall act as the portfolio manager best efforts to the Company and, as such, shall formulate and implement a continuing program business of Employer for the investment profit, benefit and advantage of the assets of the Company consistent with the Company's investment objectivesEmployer, policies and limitations shall perform such other services as set forth in the Company's registration statementshall be designated, investment policies and procedures, Articles of Incorporation and Bylaws, each as may be updated or amended from time to time, by the Board or any Authorized Board Designee; the Investment Company Act of 1940provided, however, that this Section shall not be construed as amended preventing Executive from investing Executive’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commissionhereinafter defined) or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other applicable federal persons having business relations with Employer. Executive agrees to accept and state laws; hold all such offices and/or directorships with Employer and such other guidelines Employer’s Affiliates as the Board of Directors of the Company or any committee thereof (collectivelyto which Executive may, the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to time, be purchased, sold or retained or otherwise disposed elected. For purposes of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) perform and hold such other executive duties, offices and positions with the Company as may be reasonably assigned to him by the Board. During the Employment Term, the Executive shall be the most senior executive officer of the Company, and shall have those powers and duties normally associated with the position and such other powers and duties consistent with such position as may be prescribed by the Board. The Executive shall report directly to the Board in carrying out his responsibilities under this Agreement. The Executive will comply with , Employer’s subsidiaries, parent companies and be bound by the Company's policies, procedures and practices other affiliates are collectively referred to as communicated to the Executive from time to time and in effect during the Employment Term“Affiliates.

Appears in 1 contract

Samples: Executive Employment Agreement (American Physicians Service Group Inc)

Duties of Executive. During the Term of Employment Term (as defined in Section 1)under this Agreement, the Executive shall hold continue to serve as the title of President and Chief Executive Officer ("CEO") of the CompanySubsidiary, and shall act as the portfolio manager in that capacity, report exclusively to the Company and, as such, shall formulate and implement a continuing program for the investment of the assets CEO of the Company consistent with (if someone other than the Company's investment objectives, policies Executive) and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles Executive Committee of Incorporation and Bylaws, each as may be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the "BoardExecutive Committee") may establish or approve. Without limiting the generality of the foregoing), the Executive will: (a) obtain shall faithfully and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) diligently perform and hold such other executive duties, offices and positions with the Company all services as may be reasonably assigned to him by the Executive Committee or the Subsidiary's board of directors (the "Subsidiary's Board"), and shall exercise such power and authority as may from time to time be delegated to him by the Executive Committee. During If and when so appointed by the Employment TermBoard of Directors of the Company, the Executive shall be serve as the most senior executive officer CEO of the CompanyCompany (or in similar positions of like status) and, if elected by other subsidiaries of the Parent, shall serve as the CEO of such subsidiaries, and shall have those powers in that capacity, report exclusively to the Executive Committee, shall faithfully and duties normally associated with the position and such other powers and duties consistent with such position diligently perform all services as may be prescribed assigned to him by the Board. The Executive Committee or such subsidiaries' boards of directors consistent with this Agreement, and shall report directly exercise such power and authority as may from time to time be delegated to him by the Board in carrying out his responsibilities under Executive Committee or such subsidiaries' boards of directors consistent with this Agreement. The Executive will comply shall devote his full business time and attention to the business and affairs of the Company or the subsidiaries of the Company to which he is then serving as CEO, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company or such subsidiaries with and respect to which he is then serving as the CEO. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be bound a breach or violation of this Agreement for the Executive to (i) serve on corporate, civic or charitable boards or committees (PROVIDED, HOWEVER, that service on other corporate boards shall first be approved by the CompanyBoard of Directors or Executive Committee of the Parent) (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal investments, so long as any of such activities do not materially interfere with or materially detract from the performance of the Executive's policies, procedures and practices as communicated responsibilities to the Executive from time to time and Company or its subsidiaries in effect during the Employment Termaccordance with this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Systemax Inc)

Duties of Executive. During the Employment Term (as defined in Section 1), the Executive shall hold serve as the title of President and Chief Executive Clinical Officer of the Company, shall act as the portfolio manager to the Company and, as such, shall formulate and implement a continuing program for the investment of the assets of the Company consistent with the Company's investment objectives, policies and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each as may be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) diligently perform and hold such other executive duties, offices and positions with the Company all services as may be reasonably assigned to him by the Company’s Board of Directors (the “Board”), the Company’s Chief Executive Officer (the “CEO”), or their respective designees, and shall exercise such power and authority as may from time to time be delegated to him by the Board or the CEO. During the Employment Termhis employment, the Executive shall be devote his time, energy, and ability to the most senior executive officer business and interests of the Company, shall be physically present at the Company’s offices in Boca Raton, Florida during normal business hours each week (other than permitted periods of working remotely, PTO and on appropriate business travel for the benefit of the Company or upon the prior approval of the CEO), and shall have those powers not, without the Company’s prior written consent, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any material respect with Executive’s duties and duties normally associated responsibilities hereunder. In his capacity as the Chief Clinical Officer of the Company, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of the Company, subject to the policies and procedures set by the Company, including, but not limited to planning, implementing, managing and overseeing all clinical trial programs, including oversight and management of clinical research organizations and serving as primary contact and liaison with clinical sites and principal investigators; conducting and supervising medical affairs; developing and maintaining key opinion leader relationships; reviewing and authoring appropriate scientific presentations, publications, abstracts and posters in connection with the position Company’s clinical trials and such other powers research and duties consistent with such position development initiatives or as may be prescribed requested by the BoardCompany; coordinate efforts with Company’s Chief Medical Officer (the “CMO”) and handle other related projects as requested from time to time by the Company. The It shall not be a violation of this Agreement for Executive, and Executive shall report directly be permitted, to (i) provide clinical obstetrical /gynecological services, (ii) serve on any one (1) civic or charitable board; (iii) deliver lectures, fulfill speaking engagements, or teach at public or not-for-profit educational institutions; (iv) subject to any applicable Company policies, make personal investments in such form or manner as will neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made nor subject Executive to any conflict of interest with respect to Executive’s duties to the Board Company; and (v) serve, with the written approval of the Board, as a director of one or more public corporations, in carrying out his each case so long as any such activities do not significantly interfere with the performance of Executive’s responsibilities under this Agreement. The Executive will comply with and be bound by the Company's policies, procedures and practices as communicated to the Executive from time to time and in effect during the Employment Term.

Appears in 1 contract

Samples: Employment Agreement (TherapeuticsMD, Inc.)

Duties of Executive. During Subject to the Employment Term (approvals by and the ultimate supervision of the Board and each Authorized Board Designee, Executive during the term hereof shall serve as defined in Section 1), the Executive shall hold the title of President and Chief Executive Officer (“CEO”) and shall report to the Board; Executive shall also serve on the Board after appointment by the members of the Company, shall act as current Board and subsequent nomination by the portfolio manager Board and election by shareholders. Subject to the Company and, as such, shall formulate and implement a continuing program for the investment control of the assets of the Company consistent with the Company's investment objectivesBoard and any Authorized Board Designee, policies and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each as may be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) perform and hold such other executive duties, offices and positions with the Company as may be reasonably assigned to him by the Board. During the Employment Term, the Executive shall be the most senior executive officer of the Company, and shall have those powers and duties normally associated with the position of CEO of entities comparable to Employer and such other powers and duties consistent with such position as may be prescribed by the BoardBoard and as otherwise provided in Employer’s bylaws and other governing documents provided that, such other powers and duties are consistent with Executive’s position as CEO and do not violate any applicable laws or regulations. The EXECUTION COPY During the period of employment hereunder, Executive shall report directly devote all of Executive’s working time, attention, energies and best efforts to the Board in carrying out his responsibilities under this Agreement. The Executive will comply with business of Employer for the profit, benefit and advantage of Employer, and shall perform such other services as shall be bound by the Company's policiesdesignated, procedures and practices as communicated to the Executive from time to time and time, by the Board or any Authorized Board Designee. The foregoing shall not be construed as preventing Executive from (i) making personal investments in effect such form or manner as will require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made or (ii) serving as a member of the board of directors of other companies or enterprises in which he currently serves provided that the Board has consented; provided, that neither of the foregoing interferes with Executive’s duties hereunder. Further, Executive may not during the Employment Termperiod of employment hereunder invest Executive’s personal assets in business ventures that compete with Employer or Employer’s Affiliates. Executive shall use Executive’s best efforts to promote the interests of Employer and Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other persons having business relations with Employer. Executive agrees to accept and hold all such offices and/or directorships with Employer and Employer’s Affiliates as to which Executive may, from time to time, be elected without any additional compensation. For purposes of this Agreement, Employer’s subsidiaries, parent companies and other affiliates are collectively referred to as “Affiliates.

Appears in 1 contract

Samples: Executive Employment Agreement (Healthtronics, Inc.)

Duties of Executive. During the Term of Employment Term (as defined in Section 1)under this Agreement, the Executive shall hold serve as the title of President and Chief Executive Financial Officer of the Company, shall act diligently perform all services as the portfolio manager may be assigned to the Company andExecutive by the President, as suchChief Executive Officer, shall formulate and implement a continuing program for the investment of the assets Chief Operating Officer of the Company consistent with the Company's investment objectives, policies and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each as may be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as by the Board of Directors of the Company or any committee thereof (collectively, the "Board") of the Company, and shall exercise such power and authority as may establish or approvefrom time to time be delegated to the Executive by the Board. Without limiting the generality of the foregoing, the Executive willduties shall include, among other things, the following: Working with the Company's Chief Executive Officer and its auditors, attorneys and investment bankers to successfully consummate the Company's planned initial public offering; Actively participating in communication with the investment community before, during, and after the Company's planned initial public offering, including meeting with shareholders, analysts and financial journalists on a regular basis; Preparing and supervising the filing of Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and reports, filings and disclosure documents with the Securities Exchange Commission, and related press releases; Being responsible for the Company's finance department and related functions, including supervising the functions and employees responsible for collection of accounts receivable, accounts payable, budgeting, forecasting, bank reconciliations, and similar matters, and recruiting, training, and conducting performance reviews of these employees (a) obtain the "Chief Financial Officer function"); Being responsible for the Company's human resources, insurance and evaluate such information relating to benefits programs; and Such general business development activities as the economy, industries, businesses, securities markets and securities as he Chief Executive Officer may deem necessary or useful in discharging his responsibilities hereunder; (b) determine assign from time to time securities time. The Executive acknowledges and agrees that the Company may assign some of the foregoing specific duties to other persons as the Company's management team expands, and that such assignments of duties to other persons will not be purchased, sold or retained or otherwise disposed of viewed by the Company Executive as constituting a diminution in the Executive's office, title, and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; duties and (d) perform and hold such other executive duties, offices and positions with the Company as may be reasonably assigned to him by the Boardresponsibilities hereunder. During the Employment Term, the The Executive shall be devote the most senior executive officer Executive's full time and attention to the business and affairs of the Company, render such services to the best of the Executive's ability, and use the Executive's best efforts to promote the interests of the Company. It shall have those powers and duties normally associated not be a violation of this Agreement for the Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal investments, so long as such activities do not significantly interfere with the position and such other powers and duties consistent with such position as may be prescribed by performance of the Board. The Executive shall report directly Executive's responsibilities to the Board Company in carrying out his responsibilities under accordance with this Agreement. The Executive Executive`s duties will comply with and be bound by require the Executive's regular presence during normal working hours on business days Monday through Friday at the Company's policiesprincipal executive offices, procedures and practices as communicated to currently located at 000 Xxxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, but the Executive from time to time and in effect during the Employment TermExecutive's duties will also involve some business travel.

Appears in 1 contract

Samples: Employment Agreement (Netcreations Inc)

Duties of Executive. During the Employment Term (as defined in Section 1), the Executive shall hold serve as the title of President and Chief Executive Officer Vice President, Finance of the Company, shall act as the portfolio manager to the Company and, as such, shall formulate and implement a continuing program for the investment of the assets of the Company consistent with the Company's investment objectives, policies and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each as may be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) diligently perform and hold such other executive duties, offices and positions with the Company all services as may be reasonably assigned to him by the Company’s Board of Directors (the “Board”), the Company’s Chief Executive Officer (the “CEO”), or the Company’s Chief Financial Officer (“CFO”), or their respective designees, and shall exercise such power and authority as may from time to time be delegated to him by the Board, the CEO or the CFO. During the Employment Termhis employment, the Executive shall be devote his full business time, energy, and ability exclusively to the most senior executive officer business and interests of the Company, shall be physically present at the Company’s offices in Boca Raton, Florida during normal business hours each week (other than permitted periods of working remotely, PTO and on appropriate business travel for the benefit of the Company or upon the prior approval of the CEO or the CFO), and shall have those powers not, without the Company’s prior written consent, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any material respect with Executive’s duties and duties normally associated responsibilities hereunder. In his capacity as the Vice President, Finance of the Company, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of the Company, subject to the policies and procedures set by the Company, including, but not limited to: managing designated financial employees of the Company; managing the Company’s financial reporting, including, without limitation, compliance with the position Sxxxxxxx-Xxxxx Act; implementing and overseeing an enterprise risk assessment program; assisting with capital markets activities; and assisting the CFO in all projects and other areas of responsibility upon request. It shall not be a violation of this Agreement for Executive, and Executive shall be permitted, to (i) serve on any one (1) civic or charitable board; (ii) deliver lectures, fulfill speaking engagements, or teach at public or not-for-profit educational institutions; (iii) subject to any applicable Company policies, make personal investments in such other powers form or manner as will neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made nor subject Executive to any conflict of interest with respect to Executive’s duties to the Company; and duties consistent (iv) serve, with such position as may be prescribed by the written approval of the Board. The Executive shall report directly to , as a director of one or more public corporations, in each case so long as any such activities do not significantly interfere with the Board in carrying out his performance of Executive’s responsibilities under this Agreement. The Executive will comply with and be bound by the Company's policies, procedures and practices as communicated to the Executive from time to time and in effect during the Employment Term.

Appears in 1 contract

Samples: Employment Agreement (TherapeuticsMD, Inc.)

Duties of Executive. During the Employment Term (as defined in Section 1), the Executive shall hold serve as the title Vice President of President Finance and Chief Executive Accounting Officer of the Company, shall act as the portfolio manager to the Company and, as such, shall formulate and implement a continuing program for the investment of the assets of the Company consistent with the Company's investment objectives, policies and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each as may be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) diligently perform and hold such other executive duties, offices and positions with the Company all services as may be reasonably assigned to him Executive by the Company’s Board of Directors (the “Board”), the Company’s Chief Executive Officer, or the Company’s Chief Financial Officer, and shall exercise such power and authority as may from time to time be delegated to Executive by the Board, the Chief Executive Officer, or the Chief Financial Officer of the Company. During the Employment TermExecutive’s employment, the Executive shall be devote Executive’s full business time, energy, and ability exclusively to the most senior executive officer business and interests of the Company, shall be physically present at the Company’s offices in Boca Raton, Florida during normal business hours each week (other than permitted periods of working remotely, paid time off (“PTO”) and on appropriate business travel for the benefit of the Company and shall have those powers not, without the Company’s prior written consent, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any material respect with Executive’s duties and duties normally associated responsibilities hereunder. In Executive’s capacity as the Vice President of Finance and Chief Accounting Officer of the Company, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of the Company, subject to the policies and procedures set by the Company, including, but not limited to managing designated financial employees of the Company; managing the Company’s financial reporting, including, without limitation, compliance with the position Sxxxxxxx-Xxxxx Act; implementing and such overseeing an enterprise risk assessment program; assisting with capital markets activities; serving as the principal accounting officer; and assisting the CFO in all projects and other powers and duties consistent with such position areas of responsibility upon request. Except as may be prescribed otherwise agreed in writing by the Board. The Company, it shall not be a violation of this Agreement for Executive, and Executive shall report directly be permitted, to (i) serve on any civic or charitable boards; (ii) deliver lectures, fulfill speaking engagements, or teach at educational institutions and other institutions; (iii) subject to any applicable Company policies, make personal investments in such form or manner as will neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made nor subject Executive to any conflict of interest with respect to Executive’s duties to the Board Company; and (iv) serve, with the written approval of the Board, as a director of one or more private or public companies, in carrying out his each case so long as any such activities do not significantly interfere with the performance of Executive’s responsibilities under this Agreement. The Executive will comply with and be bound by the , create a conflict of interest, or create an adverse interest or position detrimental to Company's policies, procedures and practices as communicated to the Executive from time to time and in effect during the Employment Term.

Appears in 1 contract

Samples: Employment Agreement (TherapeuticsMD, Inc.)

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Duties of Executive. During the Employment Term (as defined in Section 1), the Executive shall hold serve as the title of President and Chief Executive Officer (collectively, “CEO”) of the Company, shall act as have the portfolio manager to duties, responsibilities, and authority customary for such a position in an organization of the Company and, as suchsize and nature of the Company, shall formulate and implement a continuing program for the investment of the assets of the Company consistent with the Company's investment objectives, policies and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each as may be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) diligently perform and hold such other executive duties, offices and positions with the Company all services as may be reasonably assigned to him Executive by the Company’s Board of Directors (the “Board”), and shall exercise such power and authority as may from time to time be delegated to Executive by the Board. During Executive’s employment, Executive shall devote Executive’s substantially all of his business time (except for permitted vacation periods and reasonable periods of illness or other incapacity), energy, and ability to the Employment Termbusiness and interests of the Company and shall not, without the Company’s prior written consent, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any material respect with Executive’s duties and responsibilities hereunder; provided, however that Executive shall be allowed to engage in the most senior executive officer following activities while employed by the Company: (i) provide services for one day a month under Executive’s existing consulting arrangement with Rxxxxx Corporation through December 31, 2023, and (ii) join one (1) additional board of directors, subject to a conflict review and the consent of the Board, which shall not be unreasonably withheld. In Executive’s capacity as the CEO, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of the Company, and shall have those powers and duties normally associated with the position and such other powers and duties consistent with such position as may be prescribed by the Board. The Executive shall report directly subject to the Board in carrying out his responsibilities under this Agreement. The Executive will comply with policies and be bound procedures set by the Company's , including, but not limited to, designing and implementing business strategies, plans, and procedures; under the direction of the Board, implementing business strategies and plans aligned with short-term and long-term goals and objectives; establishing policies that promote company culture and vision; overseeing all operations and business activities to ensure they produce the desired results and are consistent with the overall strategy and mission of the Company; participating in business development activities (investments, acquisitions, corporate alliances, etc.); providing or supporting solutions to problematic situations to ensure company survival and growth; building alliances and partnerships with third-party organizations; and managing key relationships with partners and vendors. Except as otherwise agreed in writing by the Company, it shall not be a violation of this Agreement for Executive, and Executive shall be permitted, to (i) serve on any civic or charitable boards; (ii) deliver lectures, fulfill speaking engagements, or teach at educational institutions and other institutions; (iii) subject to any applicable Company policies, procedures and practices make personal investments in such form or manner as communicated will neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made nor subject Executive to any conflict of interest with respect to Executive’s duties to the Executive from time to time and in effect during the Employment TermCompany.

Appears in 1 contract

Samples: Employment Agreement (Amtech Systems Inc)

Duties of Executive. During the Employment Term (as defined in Section 1), the Executive shall hold serve as the title of President and Chief Executive Marketing Officer of the Company, shall act as the portfolio manager to the Company and, as such, shall formulate and implement a continuing program for the investment of the assets of the Company consistent with the Company's investment objectives, policies and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each as may be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) diligently perform and hold such other executive duties, offices and positions with the Company all services as may be reasonably assigned to him by the Company’s Board of Directors (the “Board”) and the Company’s Chief Executive Officer (the “CEO”), and shall exercise such power and authority as may from time to time be delegated to him by the Board or the CEO. During the Employment Termhis employment, the Executive shall be devote his full business time, energy, and ability exclusively to the most senior executive officer business and interests of the Company, shall be physically present at the Company’s offices in Phoenix, Arizona during normal business hours each week (other than permitted vacations and on appropriate business travel for the benefit of the Company), and shall have those powers and not, without the Company’s prior written consent, render to others services of any kind for compensation, or engage in any other business activity that would in any way materially interfere with Executive’s performance of his duties normally associated with the position and such other powers and duties consistent with such position as may be prescribed by the Board. The Executive shall report directly to the Board in carrying out his responsibilities under this Agreement. The In his capacity as Chief Marketing Officer, Executive will comply with shall do and be bound perform all services, acts, or things necessary or advisable to manage and conduct the business of the Company, subject to the policies and procedures set by the Company's policies. It shall not be a violation of this Agreement for Executive to (a) serve on corporate, procedures civic, or charitable boards or committees; provided, however, that other than any such boards or committees that Executive served on as of August 21, 2009 (the “Start Date”), and practices such other boards or committees approved by the Company since the Start Date, Executive shall not serve on any such boards or committees without the prior approval of the Company; (b) deliver lectures, fulfill speaking engagements, or teach at educational institutions; and (c) manage personal investments, in each case as communicated to long as such activities do not significantly interfere with the Executive from time to time and performance of Executive’s responsibilities as an employee of the Company in effect during the Employment Termaccordance with this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Lifelock, Inc.)

Duties of Executive. During the Employment Term (as defined in Section 1), the Executive shall hold serve as the title of President and Chief Executive Financial Officer of the Company, shall act as the portfolio manager to the Company and, as such, shall formulate and implement a continuing program for the investment of the assets of the Company consistent with the Company's investment objectives, policies and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each as may be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) diligently perform and hold such other executive duties, offices and positions with the Company all services as may be reasonably assigned to him Executive by the Company’s Board of Directors (the “Board”) or the Company’s Chief Executive Officer (the “CEO”), of if delegated by the CEO the President of the Company or the Executive Vice President of Operations (the “President or EVP, Operations”). Executive shall exercise such power and authority as may from time to time be delegated to Executive by the Board, the CEO, and the President or EVP, Operations. Executive shall report solely and directly to the CEO (or to the President or EVP, Operations if instructed to by the CEO). During the Employment TermExecutive’s employment, the Executive shall be devote substantially all of Executive’s full business time, energy, and ability exclusively to the most senior executive officer business and interests of the Company, shall generally be physically present at the Company’s offices in Boca Raton, Florida during normal business hours each week (other than permitted periods of working remotely, paid time off (“PTO”) and on appropriate business travel for the benefit of the Company and shall have those powers not, without the Company’s prior written consent, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any material respect with Executive’s duties and duties normally associated responsibilities hereunder. In Executive’s capacity as the Chief Financial Officer of the Company, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of the Company, subject to the policies and procedures set by the Company, including but not limited to performing the Company’s budgeting and forecasting, record keeping, internal and external reporting; performing financial risk management; managing – in conjunction with the position CEO – the Company’s internal relations functions; managing the Company’s fundraising plans and such capital structure; maintaining the Company’s SOX compliance program, managing the Company’s cash flow, overseeing the Company’s finance systems; managing taxes, treasury, and other powers functions, and duties consistent with such position managing the finance organization. Except as may be prescribed otherwise agreed in writing by the Board. The Company, it shall not be a violation of this Agreement for Executive, and Executive shall report directly be permitted, to (i) serve on any civic or charitable boards; (ii) deliver lectures, fulfill speaking engagements, or teach at educational institutions and other institutions; (iii) subject to any applicable Company policies, make personal investments in such form or manner as will neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made nor subject Executive to any conflict of interest with respect to Executive’s duties to the Board Company; and (iv) serve, with the written approval of the Board, as a director of one or more private or public companies, in carrying out his each case so long as any such activities do not significantly interfere with the performance of Executive’s responsibilities under this Agreement. The Executive will comply with and be bound by the , create a conflict of interest, or create an adverse interest or position detrimental to Company's policies, procedures and practices as communicated to the Executive from time to time and in effect during the Employment Term.

Appears in 1 contract

Samples: Employment Agreement (TherapeuticsMD, Inc.)

Duties of Executive. During the Term of Employment Term (as defined in Section 1)under this Agreement, the Executive shall hold serve as the title Vice President of President and Chief Executive Officer Human Resources of the Company, shall act diligently perform all services as the portfolio manager may be assigned to the Company andExecutive by the Chief Executive Officer, as suchthe President, shall formulate and implement a continuing program for the investment of the assets Chief Operating Officer of the Company consistent with the Company's investment objectives, policies and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each as may be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as by the Board of Directors of the Company or any committee thereof (collectively, the "Board") of the Company, and shall exercise such power and authority as may establish or approvefrom time to time be delegated to the Executive by the Board. Without limiting the generality of the foregoing, the Executive willduties shall include, among other things, the following: (a) obtain o Create and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by manage a Human Resources Department within the Company o Create, with management input, appropriate policies and what portion procedures for effective management of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) perform and hold such other executive duties, offices and positions with human resources within the Company o Act as may be reasonably assigned to him by the Board. During the Employment Term, the Executive shall be the most senior executive primary recruiting officer of the Company, managing the process of filling all open positions. o Assure that the Company is in compliance with labor laws and shall have those powers regulations. o Create employee training, retention, motivation, training, compensation and other systems and processes that may be needed. o Participate as a member of the senior management team of the Company. The Executive acknowledges and agrees that the Company may assign some of the foregoing specific duties to other persons as the Company's management team expands, and that such assignments of duties to other persons will not be viewed by the Executive as constituting a diminution in the Executive's office, title, and duties normally associated with and responsibilities hereunder as long as the position Executive's reporting obligations and such other powers and duties consistent with such position as may be prescribed by the Boardsupervisory role in respect to those functions are not materially changed. The Executive shall report directly devote the Executive's full time and attention to the Board business and affairs of the Company, render such services to the best of the Executive's ability, and use the Executive's best efforts to promote the interests of the Company. It shall not be a violation of this Agreement for the Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities to the Company in carrying out his responsibilities under accordance with this Agreement. The Executive Executive's duties will comply with and be bound by require the Executive's regular presence during normal working hours on business days Monday through Friday at the Company's policiesprincipal executive offices, procedures and practices as communicated to currently located at 000 Xxxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, but the Executive from time to time and in effect during the Employment TermExecutive's duties will also involve some business travel.

Appears in 1 contract

Samples: Employment Agreement (Netcreations Inc)

Duties of Executive. During the Employment Term (as defined in Section 1)of Employment, the Executive shall hold be employed and serve as the title of President and Chief Executive Officer of the CompanyCompany (the “CEO”), shall act as the portfolio manager reporting directly to the Company andCompany’s Board of Directors with such authority, duties and responsibilities as such, are commensurate with such position. The Executive shall formulate faithfully and implement a continuing program for the investment of the assets of the Company consistent with the Company's investment objectives, policies and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each diligently perform all services as may be updated or amended from time to time; the Investment Company Act of 1940, as amended (the "1940 Act"), as applicable to the Company; the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws; and such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) perform and hold such other executive duties, offices and positions with the Company as may be reasonably assigned to him by the Board. During Board (provided that, such services shall not materially differ from the Employment Term, services currently provided by the Executive shall be the most senior executive officer of the CompanyExecutive), and shall have those powers exercise such power and duties normally associated with the position and such other powers and duties consistent with such position authority as may from time to time be prescribed delegated to him by the Board. The Executive shall report directly devote substantially all of his business time, attention and efforts to the Board in carrying out performance of his responsibilities duties under this Agreement, render such services to the best of his ability and use his reasonable best efforts to promote the interests of the Company. The Executive will comply shall not engage in any other business relating to acquiring rented single family housing and portfolios in connection therewith, during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or its subsidiaries, (ii) interferes with the proper and be bound by efficient performance of his duties for the Company's policies, procedures or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (x) serve on corporate, civic, educational or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, continue managing the Western Residential Opportunity Fund and practices operate Reven Capital and its subsidiaries so long as communicated such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement. Executive from time agrees to time update the Company board after closing any real estate investments and exits of existing real estate invesmtments in effect during the Employment Termfuture within Reven Capital and its subsidiaries and Cxxx Xxxxxxxxx and its affiliates.

Appears in 1 contract

Samples: Employment Agreement (Reven Housing REIT, Inc.)

Duties of Executive. During the Employment Term (as defined in Section 1), the Executive shall hold serve as the title of President and Chief Executive Officer of the Company, shall act as the portfolio manager to the Company and, as such, shall formulate and implement a continuing program for the investment of the assets of the Company consistent with the Company's investment objectives, policies and limitations as set forth in the Company's registration statement, investment policies and procedures, Articles of Incorporation and Bylaws, each diligently perform all services as may be updated reasonably assigned to Executive by the Company’s Board of Directors (the “Board”) or amended the Company’s Chief Executive Officer (the “CEO”), and shall exercise such power and authority, as may from time to time be delegated to Executive by the Board or the CEO provided same are consistent with Executive’s position or other position Executive may hold from time to time. During Executive’s employment, Executive shall devote Executive’s full business time, energy, and ability to the business and interests of the Company, shall generally be physically present at the Company’s offices in Boca Raton, Florida during normal business hours each week (other than permitted periods of working remotely, paid time off (“PTO”) and on appropriate business travel for the benefit of the Company and shall not, without the Company’s prior written consent, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any significant respect with Executive’s duties and responsibilities hereunder. In Executive’s capacity as the President of the Company, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of the Company, subject to the policies and procedures set by the Company, including, but not limited to, managing or directing the design and implementation of business strategies, plans, and procedures; the Investment Company Act implementation of 1940business strategies and plans aligned with short-term and long-term goals and objectives; establishment of policies that promote company culture and vision; overseeing all operations and business activities consistent with the overall strategy and mission of the Company; business development activities (investments, as amended (the "1940 Act"acquisitions, corporate alliances, etc.); including, as applicable building alliances and partnerships with third-party organizations; and management of key relationships with partners and vendors. Except as otherwise agreed in writing by the Company, it shall not be a violation of this Agreement for Executive, and Executive shall be permitted, to (i) serve on any civic or charitable boards and engage in religious, charitable or community activities; (ii) deliver lectures, fulfill speaking engagements, or teach at educational institutions and other institutions; (iii) subject to any applicable Company policies, make personal investments in such form or manner as will neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made nor subject Executive to any conflict of interest with respect to Executive’s duties to the CompanyCompany (it being agreed that passive investments in mutual funds, public companies and private investment funds that may invest in other companies that are in the same business as the Company is not a violation of this Agreement); the applicable rules, regulations and orders of the Securities and Exchange Commission, and other applicable federal and state laws(iv) participate in trade associations; and such other guidelines as (v) serve on the Board of Directors of the Company or any committee thereof companies identified on Schedule A (collectivelyand provide associated consulting services to such companies) and, with the "Board") may establish or approve. Without limiting the generality written approval of the foregoingBoard, the Executive will: (a) obtain and evaluate serve as a director of one other public or one or more other private companies, in each case so long as any such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) perform and hold such other executive duties, offices and positions activities do not significantly interfere with the Company as may be reasonably assigned to him by the Board. During the Employment Term, the Executive shall be the most senior executive officer performance of the Company, and shall have those powers and duties normally associated with the position and such other powers and duties consistent with such position as may be prescribed by the Board. The Executive shall report directly to the Board in carrying out his Executive’s responsibilities under this Agreement. The Executive will comply with and be bound by the , create a conflict of interest, or create an adverse interest or position detrimental to Company's policies, procedures and practices as communicated to the Executive from time to time and in effect during the Employment Term.

Appears in 1 contract

Samples: Employment Agreement (TherapeuticsMD, Inc.)

Duties of Executive. During the Employment Term (as defined in Section 1), the Executive shall hold serve as the title President of President the Company, shall diligently perform all services as may be reasonably assigned to Executive by the Company’s Board of Directors (the “Board”) or the Company’s Chief Executive Officer, and shall exercise such power and authority as may from time to time be delegated to Executive by the Board or the Chief Executive Officer of the Company. During Executive’s employment, Executive shall devote Executive’s full business time, energy, and ability exclusively to the business and interests of the Company, shall act as be physically present at the portfolio manager to the Company andCompany’s offices in Boca Raton, as suchFlorida during normal business hours each week (other than permitted periods of working remotely, shall formulate paid time off (“PTO”) and implement a continuing program on appropriate business travel for the investment of the assets benefit of the Company and shall not, without the Company’s prior written consent, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such activity interferes in any material respect with Executive’s duties and responsibilities hereunder. In Executive’s capacity as the President of the Company, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of the Company, subject to the policies and procedures set by the Company, including, but not limited to designing and implementing business strategies, plans, and procedures; under the direction of the Board, implementing business strategies and plans aligned with short-term and long-term goals and objectives; establishing policies that promote company culture and vision; overseeing all operations and business activities to ensure they produce the desired results and are consistent with the overall strategy and mission of the Company's investment objectives; participating in business development activities (investments, policies acquisitions, corporate alliances, etc.); providing or supporting solutions to problematic situations to ensure company survival and limitations growth; building alliances and partnerships with third-party organizations; and managing key relationships with partners and vendors. Except as set forth otherwise agreed in writing by the Company, it shall not be a violation of this Agreement for Executive, and Executive shall be permitted, to (i) serve on any civic or charitable boards; (ii) deliver lectures, fulfill speaking engagements, or teach at educational institutions and other institutions; (iii) subject to any applicable Company policies, make personal investments in such form or manner as will neither require Executive’s services in the Company's registration statement, investment policies and procedures, Articles operation or affairs of Incorporation and Bylaws, each as may be updated the companies or amended from time enterprises in which such investments are made nor subject Executive to time; the Investment Company Act any conflict of 1940, as amended (the "1940 Act"), as applicable interest with respect to Executive’s duties to the Company; and (iv) serve, with the applicable rules, regulations and orders written approval of the Securities and Exchange CommissionBoard, and other applicable federal and state laws; and as a director of one public or one or more private companies, in each case so long as any such other guidelines as the Board of Directors of the Company or any committee thereof (collectively, the "Board") may establish or approve. Without limiting the generality of the foregoing, the Executive will: (a) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as he may deem necessary or useful in discharging his responsibilities hereunder; (b) determine from time to time securities to be purchased, sold or retained or otherwise disposed of by the Company and what portion of such assets should be invested or held uninvested as cash; (c) implement investment decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; and (d) perform and hold such other executive duties, offices and positions activities do not significantly interfere with the Company as may be reasonably assigned to him by the Board. During the Employment Term, the Executive shall be the most senior executive officer performance of the Company, and shall have those powers and duties normally associated with the position and such other powers and duties consistent with such position as may be prescribed by the Board. The Executive shall report directly to the Board in carrying out his Executive’s responsibilities under this Agreement. The Executive will comply with and be bound by the , create a conflict of interest, or create an adverse interest or position detrimental to Company's policies, procedures and practices as communicated to the Executive from time to time and in effect during the Employment Term.

Appears in 1 contract

Samples: Employment Agreement (TherapeuticsMD, Inc.)

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