Common use of Duties of the Executive Clause in Contracts

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. The Executive shall serve as During the Chairman and Chief Executive Officer Term 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 employmentthis Agreement, the Executive shall devote his full business timewill perform and have the duties, energy, responsibilities and ability exclusively to authority that are typical with the business position of President and interests Chief Operating Officer and as described in the bylaws of the Company, and shall notsuch other duties, without responsibilities and authority as may be assigned from time to time by the Company’s prior written consent, render to others services Board of any kind for compensation, or engage in any other business activity that would in any way materially interfere with the Executive’s performance Directors. The Executive will devote most of his duties under this Agreement. In his capacity as Chairman productive time, ability and Chief Executive Officer, the Executive shall do and perform all services, acts, or things necessary or advisable attention to manage and conduct the business of the Company, subject will perform all duties in a professional, ethical and businesslike manner, and shall report directly to the policies and procedures set by Board of Directors. The Executive will not, during the Company. It shall not be a violation Term of this Agreement for the ExecutiveAgreement, and the Executive shall be permitteddirectly or indirectly engage in any other business, to (a) serve on corporateeither as an employee, civicemployer, principal, advisor, or charitable boards or committees; providedin any other capacity, 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 Board of Directors. The foregoing shall not be unreasonably withheld; (b) deliver lecturesconstrued as preventing Executive from making personal investments in other businesses or enterprises or from engaging in charitable or civic activities, fulfill speaking engagementsprovided any such investment or activity does not require the provision of substantial services by Executive to the operations or the affairs of such businesses or enterprises and provided, or teach at educational institutions; and (c) manage personal investmentsfurther, that the provision thereof does not interfere in each case as long as such activities do not significantly interfere any respect with the performance of Executive's duties hereunder or violate the Executive’s responsibilities as an employee provisions of Section 7.4 hereof with respect to noncompetition. The Executive agrees that he will devote such time, attention and energy to the affairs of the Company as will be reasonably required to perform his duties hereunder, and, in accordance with this Agreementpursuance of the policies and directions of the Company and its Board of Directors, the Executive will use his reasonable efforts to promote the business and affairs of the Company.

Duties of the Executive. The Executive shall serve as the Chairman and Chief Executive Officer of the CompanyLegal Strategist, shall diligently perform all services as may be reasonably assigned to him her 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 her by the Board. Board or the CEO, and primarily focusing on the resolution of the Company’s highest priority and most strategic regulatory and litigation matters (i.e., the FTC inquiry and the shareholder securities class action.) During his her employment, the Executive shall devote his full substantially all her working time and attention to the above-mentioned business timeand affairs of the Company (excluding any vacation and sick leave to which the Executive is entitled), energyrender such services to the best of her ability, and ability exclusively use her reasonable best efforts to promote 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. The Executive shall serve as the Chairman and Chairman, Chief Executive Officer Officer, and President 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 Chairman, Chief Executive Officer, and President, 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. The Executive shall serve as the Chairman and Chief Executive Officer ("CEO"), and as such, shall have primary responsibility for oversight, management and general operation of all of the Company, food service distribution and manufacturing operations of the Employer and its direct or indirect subsidiaries and shall diligently perform all services as may otherwise be reasonably assigned only executive policy and management duties. The Executive shall report solely to him by the Company’s Employer's Chairman of the Board ("Chairman") and the Employer's Board of Directors (the “"Board”)") and shall be assigned only those duties that are consistent with the Executive's position as CEO of the Employer. The Executive shall devote substantially all of his normal working time and his best efforts, full attention and energies to the Employer's food service distribution business and its direct or indirect subsidiaries. The Employer shall cause the Executive to be elected as a member of its Board throughout the Term of this Agreement, and shall exercise such power and authority include him in the slate for election as a director at every stockholders' meeting at which his term as a director would otherwise expire. The Executive may from time to time be delegated to him by not serve as an officer or director of, make investments in, or otherwise participate in, any other entity without the prior written consent of the Board. During his ; provided, that the foregoing shall not be deemed to prohibit the Executive from acquiring, directly or indirectly, solely as an investment, not more than two percent (2%) of any class of securities of any entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, including the regulations issued thereunder; and provided further, that as long as it does not interfere with the Executive's 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 may (a) serve on corporateas an officer, civicdirector or otherwise participate in purely educational, or charitable boards or committees; providedsocial, howeverreligious and civic organizations, 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; and (b) deliver lectures, fulfill speaking engagements, or teach at educational institutions; and (c) manage personal and family 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. The Executive shall serve as the Chairman and Chief Executive Administrative Officer of the Company(“CAO”), shall diligently perform all services as may be reasonably assigned to him by the Company’s Board of Directors (the “Board”), the Company’s Chairman, or the Company’s Chief Executive Officer (“CEO”), and shall exercise such power and authority as may from time to time be delegated to him by the Board, Chairman or CEO. 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 OfficerCAO, 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 DateDate as specified on Exhibit A attached hereto, the Executive shall not serve on any such boards or committees without the prior approval of the Company, which approval determination shall not be unreasonably withheldmade in good faith after receiving input from the Executive; (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. The Executive shall serve as the Chairman and Chief Executive Product 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 the Company’s Chief Executive Officer (the “CEO”) or President, and shall exercise such power and authority as may from time to time be delegated to him by the BoardBoard or the CEO or President. 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 Product 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. The Executive shall serve as the Chairman and Chief Executive Financial 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 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 BoardBoard or the CEO. 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 Financial 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 served on as of January 10, 2011 (the Effective “Start Date”), and such other boards or committees approved by the Company since the Start 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. The Executive shall serve as the Chairman and Chief Executive Technology 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 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 BoardBoard or the CEO. 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 Technology 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 served on as of January 11, 2010 (the Effective “Start Date”), and such other boards or committees approved by the Company since the Start 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. The (a) During the Employment Period, the Executive shall serve as an executive vice president and, commencing on the Chairman day following the date that the Company’s report on Form 10-Q for the quarter ended September 30, 2008 is filed with the Securities and Exchange Commission, the Chief Executive Financial Officer of the CompanyCompany and the Executive agrees to perform such duties and responsibilities customarily associated with the position, shall diligently perform all services including without limitation the duties and responsibilities not inconsistent with such position as may be reasonably assigned from time to him time by the Company’s Board of Directors President and/or Chief Executive Officer. (b) During the “Board”), Employment Period and shall exercise such power subject to vacation and authority as may from other time to time be delegated to him by the Board. During his employmentoff, the Executive shall devote his full business time, energy, normal working time and ability exclusively attention to the business and interests affairs of the Company, and, subject to the terms of this Section 3(b) with respect to service on the board of directors of other entities, will not render services to any other business (other than non-profit and charitable organizations, if such services do not interfere with his performance of his duties and responsibilities hereunder) without the prior written approval of the President of the Company. During his employment hereunder, the Executive shall not, without directly or indirectly, engage or participate in any business that is competitive in any manner with the business of the Company’s . Subject to obtaining the prior written consentexpress consent or approval of the President of the Company, render to others services the Executive may serve as a member of any kind for compensationthe board of directors of other entities (other than the board of directors of a business that is competitive with the business of the Company), or engage in any other business activity provided that would in any way materially such service shall not interfere with the Executive’s performance of his duties under this Agreementhereunder. In his capacity as Chairman and Chief Executive Officer, the The Executive shall do and perform all services, acts, request the consent 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 ’s President of his intention to serve on the board of directors (or similar governing body) of any company or other entity prior to commencing such service. Nothing in this Agreement 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 limit the Executive’s responsibilities as an employee right to own up to five percent (5%) of the Company in accordance with this Agreementoutstanding debt or equity securities of any business organization.

Duties of the Executive. The Executive shall serve as the Chairman and Chief Executive Officer Vice President, Corporate Development 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 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 BoardBoard or the CEO. 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 OfficerVice President, Corporate Development, 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. The Executive shall serve as the Chairman and Chief Executive Financial 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 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 BoardBoard or the CEO. During his employment, the Executive shall devote his full business time, energy, and ability exclusively to the business and interests of the Company, shall be physically present at the Company’s offices in Tempe, Arizona during normal business hours each week (other than permitted vacations and on appropriate business travel for the benefit of the Company or upon the prior approval of the CEO), 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 Financial 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. The Executive shall serve as the Chairman Chief Financial Officer (“CFO”) of the Company through the time that the Company publicly files Form 10-Q for its second fiscal quarter and then immediately thereafter (the “Transition Commencement Date”) shall move into a non-executive position reporting to the Chief Executive Officer (“CEO”) through the earlier of (i) December 31, 2016; or (ii) the Companyearlier termination of this Agreement in accordance with the terms hereof (the earlier of (i) and (ii) being the “Termination Date”). Throughout both roles, Executive shall diligently perform all services as may be reasonably assigned to him by the Company’s Board of Directors (the “Board”)) or the Company’s CEO, and shall exercise such power and authority as may from time to time be delegated to him by the BoardBoard or the CEO. During his employment, the Executive shall devote substantially all his full working time and attention to the above-mentioned business timeand affairs of the Company (excluding any vacation and sick leave to which the Executive is entitled), energyrender such services to the best of his ability, and ability exclusively use his reasonable best efforts to promote 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 withhelddecision the Company will make in good faith; (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.