Duties of the Executive. (a) Subject to the ultimate control and discretion of the Boards, the Executive shall serve in the Position and perform all duties and services commensurate with the Position. Throughout the Term of this Agreement as the same may be extended from time to time, the Executive shall perform all duties reasonably assigned or delegated to the Executive under the By-laws of the Employers or from time to time by the Boards consistent with the Position. Except for travel normally incidental and reasonably necessary to the business of the Employers and the duties of the Executive under this Agreement, the duties of the Executive shall be performed from an office location not greater than 35 miles from Marietta, Pennsylvania.
(b) The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the term of the Executive’s employment under this Agreement, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless granted the prior permission of the respective Boards. The foregoing provision shall not prevent the Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging in, any business that does not compete with the business of the Employers or the Executive’s involvement in charitable or community activities, provided, that the time and attention that the Executive devotes to such business and charitable or community activities does not materially interfere with the performance of the Executive’s duties under this Agreement and that a material portion of the time the Executive devotes to charitable or community activities are devoted to charitable or community activities within the Employers’ market area and further provided that such conduct complies in all material respects with applicable policies of the Employers.
(c) The Employers shall accrue earned but unused vacation in accordance with the Employers’ vacation policy.
Duties of the Executive. During the Employment the Executive shall:
(a) undertake and carry out to the best of his ability such duties and exercise such powers in relation to the Company or Group’s business as may from time to time be assigned to or vested in him by the Board including where those duties require the Executive to work for any Group Company;
(b) in the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, or under the authority of, the Board and promptly upon request, give a full account to the Board or a person duly authorised by the Board of all matters with which he is involved. He will provide the information in writing if requested;
(c) comply with the Articles of Association (as amended from time to time) of the Parent, the Company and any Group Company;
(d) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself, the Parent, the Company and any Group Company with applicable law and regulations and all regulatory authorities relevant to the Parent, the Company and any Group Company, and any codes of practice issued by the Parent, the Company and any Group Company (as amended from time to time);
(e) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group Company;
(f) refrain from doing anything which would cause him to be disqualified from acting as a director;
(g) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his working time, attention and skill to the business of the Parent, the Company and Group Companies and the discharge of his duties hereunder;
(h) faithfully and diligently perform his duties and at all times use his best endeavours to promote and protect the interests of the Parent, the Company and the Group;
(i) promptly disclose to the Board full details of any wrongdoing by the Executive or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group Company.
Duties of the Executive. The Executive shall serve as the Chairman and Chief Executive Officer of the Company, shall diligently perform all services as may be reasonably assigned to him 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 him by the Board. During his employment, the Executive shall devote his full business time, energy, and ability exclusively to the business and interests of the Company, and shall 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 the Executive’s performance of his duties under this Agreement. In his capacity as Chairman and Chief Executive Officer, the 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. It shall not be a violation of this Agreement for the Executive, and the Executive shall be permitted, to (a) serve on corporate, civic, or charitable boards or committees; provided, however, that other than any such boards or committees that the Executive serves on as of the Effective Date, the Executive shall not serve on any such boards or committees without the prior approval of the Company, which approval shall not be unreasonably withheld; (b) deliver lectures, fulfill speaking engagements, or teach at educational institutions; and (c) manage personal investments, in each case as long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement.
Duties of the Executive. (1) During the Appointment the Executive shall use his best endeavors to promote the interests of the Company and each company in the Prudential Group and shall carry out his duties with all due expertise, diligence and technical skill, giving at all times the full benefit of his knowledge and experience.
(2) The Executive shall perform such duties and exercise such powers in relation to the conduct and management of the affairs of the Prudential Group as may from time to time reasonably be assigned or communicated to or vested in him by the Board consistent with the nature of the Appointment.
(3) Where notice of termination has been served by either the Company or the Executive whether in accordance with clause 2(2) or otherwise, the Company shall be under no obligation to provide work for or assign any duties to the Executive for the whole or any part of the relevant notice period and may require his:
(i) not to attend any premises of the Company or any other company in the Prudential Group; and/or
(ii) to resign with immediate effect from any offices he holds with the Company or any other company in the Prudential Group (and any related trusteeships); and/or
(iii) to refrain from business contact with any customers, clients or employees of the Company or any other company in the Prudential Group. For the avoidance of doubt, the Company may appoint another individual to carry out the duties of the Executive during all or part of the notice period. During the notice period, the Executive shall be entitled to the remuneration and benefits due under this Agreement. The provision of clause 4(2) shall remain in full force and effect during any period of suspension under this clause 3(3). For the avoidance of doubt the Executive will continue to be bound by duties of good faith and fidelity to the Company in any period during which he is not required to attend work.
(4) The Board may also suspend all or any of the Executive’s duties and powers during any period in which the Company and/or the Board is carrying out an investigation into any alleged act or default of the Executive. Such a suspension shall be on such terms as the Board considers expedient (including a term that the Executive shall not attend at the Company’s premises during such suspension) providing that:
(i) the Board on or before such suspension notifies the Executive in writing of such grounds;
(ii) during such suspension the Executive shall be entitled to the remuneration and benefits due un...
Duties of the Executive. During the Term, the Executive shall serve as Executive Vice President, Exploration of the Company and shall devote his full time, attention, and effort to performing the customary duties and responsibilities of such office, including those duties and responsibilities assigned to him by the Chief Executive Officer of the Company from time to time. The Executive agrees to use his best efforts to perform all duties and responsibilities that are required to fully and faithfully execute the offices and positions held by him. The Executive shall be entitled to devote a reasonable amount of time to civic and community affairs and the management of his personal investments so long as these other activities do not, in the judgment of the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of the Company, inhibit or prohibit the performance of the Executive’s duties hereunder or violate any provisions of this Agreement or policies of the Company, including, but not limited to those provisions relating to non-competition and non-disclosure. Unless otherwise agreed to by the Company and the Executive, the Executive shall be based at the Company’s principal executive offices located in the metropolitan area of Houston, Texas.
Duties of the Executive. 3.1 The Executive shall at all times (without prejudice to his implied duty of fidelity) during the period of this Agreement (including any period of suspension or while on garden leave):
3.1.1 devote the whole of his working time, attention, skill and ability to the duties of his appointment and to the business and affairs of the Group unless prevented by holiday, ill health, accident or other incapacity and shall not without the Company’s prior written consent be directly or indirectly engaged or interested in any capacity in any other business, trade or occupation whatsoever;
3.1.2 perform such duties in connection with the Company and/or the Group and exercise such powers as may from time to time be assigned to or vested in him by the Board;
3.1.3 use his best endeavours to promote and protect the interests of the Company and always give it the benefit of his knowledge, expertise, skill and ingenuity and not knowingly, deliberately or negligently do anything which is to its detriment;
3.1.4 carry out his duties and exercise such powers that are consistent with them in a competent and efficient manner;
3.1.5 faithfully and diligently perform well in those duties and exercise such powers consistent with them which are from time to time assigned to or vested in him;
3.1.6 in all respects obey and conform with all lawful and reasonable directions of and be responsible to the Board;
3.1.7 keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business, finances or affairs or management of the Company and its Group Companies and provide such explanations as the Board may require;
3.1.8 not at any time knowingly or recklessly make any untrue or misleading statement relating to the Company or any Group Company; and
3.1.9 comply with the provisions of the Memorandum and Articles of Associations of the Company and all other Company rules, regulations, policies and procedures from time to time in force so far as they are applicable to the directors of the Company.
3.2 The Company reserves the right to transfer the Executive’s contract of employment to any Group Company upon reasonable notice and with the Executive’s consent (such consent not to be unreasonably withheld or delayed) so that his contract of employment will have effect after the transfer as if originally made between the Executive and the transferee.
Duties of the Executive. The Executive shall perform and discharge well and faithfully such duties as an executive officer of ESC as may be consistent with this Agreement and assigned to him from time to time by the Board of Directors of ESC (the “Board”). The Executive shall be employed in such capacities and with such duties as are set forth on Exhibit A attached hereto, and shall hold such other titles of substantial stature as may be given to him from time to time by the Board or, with the approval of the Board, by the board of directors of any company affiliated with ESC. The Executive shall devote his full time, attention and energies to the business of ESC during the Employment Period (as defined in Section 3); provided, however, that this Section 2 shall not be construed as preventing the Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as an officer or a member of the board of directors of a company affiliated with ESC, or (c) being involved in any other activity (including community or civic activities) with the prior approval of the Board. The Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of ESC or any of its affiliated companies.
Duties of the Executive. The Executive hereby agrees that during the Term of this Agreement his duties shall be as follows:
A. To take all necessary actions to evaluate and resolve any and all claims made against the Company, including potential claims with respect to the ITI Sale Transaction or the Xxxxxx’x Nest Sale Transaction, or with respect to any of the Company’s assets or obligations, or with respect to any of its employees or agents;
B. To see to the sale of all of the Company’s remaining assets; and
C. To take all other actions as are needed to complete the orderly liquidation and wind up of the Company.
Duties of the Executive. 4.1 The Executive shall carry out such duties as may be agreed between the Executive and the Board from time to time and exercise the powers consistent with such duties.
4.2 The Executive shall at all times during the Employment
4.2.1 devote the whole of his time, attention, skill and ingenuity during working hours to his duties under this Agreement;
4.2.2 faithfully and using his best endeavours carry out all work consistent with his position which may be required of him;
4.2.3 comply with all the Company’s rules, regulations, policies and procedures from time to time in force;
4.2.4 perform the Duties faithfully and diligently;
4.2.5 obey all lawful and reasonable directions of the Board, observe such restrictions or limitations as may from time to time be imposed by the Board upon the Executive’s performance of the Duties and implement and abide by any relevant Company policy which may be promulgated or operated in practice from time to time;
4.2.6 use best endeavours to promote the interests of the Company and shall not do or willingly permit to be done anything which is harmful to those interests; and
4.2.7 keep the Board fully informed (in writing if so requested) of the Executive’s conduct of the business or affairs of the Company and provide such explanations as the Board may require.
Duties of the Executive. During the Employment Period, the Executive shall serve as President and CEO of the Company and shall have powers and authority superior to any other officer or employee of the Company or of any subsidiary of the Company. The Executive shall be required to report solely to, and shall be subject solely to the supervision and direction of, the Board at duly called meetings thereof and no other person or group shall be given authority to supervise or direct the Executive in the performance of his duties. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote a majority of his attention and business time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder as a senior executive officer involved with the general management of the Company, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period 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 and engage in other business activities, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the date hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.
