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to be unreasonably withheld or delayed) so that his contract of employment will have effect after the transfer as if originally made between the Executive and the transferee.
Appears in 2 contracts
Samples: Service Agreement (U S Energy Systems Inc), Service Agreement (U S Energy Systems Inc)
Duties of the Executive. 3.1 5.1 The Executive shall, in his capacity as Senior Vice President, Sales and Marketing, be responsible to the Board for the sales and marketing strategy and activities of the Company.
5.2 The Executive may be required by the Board for any period covered by this Agreement and without being entitled to further remuneration to act as an officer of any Group Company or hold any other appointment or office as nominee or representative of any Group Company.
5.3 The Executive accepts that the Company may at its reasonable discretion require him to perform other, alternative or different duties or tasks commensurate with his status but not within the scope of his normal duties and the Executive agrees to perform those duties or undertake those tasks as if they were specifically required under this Agreement.
5.4 During the Employment 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):times:-
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 5.4.1 use his best endeavours to promote and protect the interests and reputation of the Company and always give it Group giving at all times the full benefit of his knowledge, expertise, skill expertise and ingenuity and not knowingly, deliberately or negligently do anything which is to its detrimentskill;
3.1.4 carry out 5.4.2 faithfully and diligently and to the best of his duties and ability exercise such powers that are consistent with them and perform such duties 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 relation to the Group’s business as the Board may from time to time assigned to or vested in himrequire;
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 5.4.3 keep the Board promptly and fully informed (in writing if so requestedrequired by the Board) of his conduct of the businessbusiness of the Group and provide the Board with all information regarding the affairs of the Group and his conduct in relation thereto as it shall require;
5.4.4 conform to the instructions or directions of the Board and implement and apply the policy of the Company as determined by the Board from time to time; and
5.4.5 refrain from making any false or misleading statements about the Group.
5.5 The Executive shall not, finances or affairs or management save where there is no conflict of interest with the business of the Company and its provided always that by doing so the Executive is not prevented from devoting his whole working time and attention to the Company, during the Employment be directly or indirectly employed engaged concerned or interested, whether as a director, employee, sub-contractor, partner, consultant, proprietor, agent or otherwise, in any other business, undertaking or occupation or the setting up of any other business undertaking or occupation, or accept any other engagement or public office but the Executive may nevertheless be or become a Minority Holder.
5.6 The Executive shall not during or after the Employment knowingly or willingly do or cause or permit to be done anything which is calculated or may tend to prejudice or injure the interests of the Group Companies and provide such explanations as if during the Employment the Executive shall learn of any act or omission by any other person whether or not employed by the Group which is calculated or may tend to prejudice or injure the interests of the Group he shall promptly report it to the Board may require;giving all necessary particulars.
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 5.7 The Executive shall comply with all applicable laws, regulations, rules and codes of conduct including without limitation the provisions Model Code on Transactions in Securities by Directors and Relevant Employees issued by the United Kingdom Listing Authority, the City Code on Takeovers and Mergers and the Code of Market Conduct issued by the Memorandum and Articles of Associations Financial Services Authority together with any policy 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 in relation to:-
5.7.1 dealings in shares, debentures or other securities of the Company or any other Group Company;
5.7.2 any unpublished price sensitive information affecting the securities of any other company; and
5.7.3 any form of market abuse as defined by the Financial Services and Markets Xxx 0000.
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.
Appears in 1 contract
Samples: Senior Executive's Service Agreement (Phase Forward Inc)
Duties of the Executive. 4.1 In the capacity specified in clause 3.1 The the Executive shall at all times (without prejudice to his implied duty of fidelity) during the period continuance of this Agreement Agreement:
(including a) hold offices as a director in the Company Motif Bio plc as the Board may from time to time require;
(b) if the Board so requests, immediately resign without claim for compensation from any period office held in the Company and the Executive hereby appoints the Company to be his attorney in his name and on his behalf to sign, execute or do any instrument or act and generally to use his name for the purpose of suspension giving to the Company or while on garden leave):any of its of their nominees the full benefit of the provisions of this clause 4;
3.1.1 devote (c) not to do anything that would cause him to be disqualified from holding any office;
(d) abide by any statutory, fiduciary or common-law duties to the whole Company;
(e) faithfully, diligently and competently exercise and carry out to the best of his working time, attention, skill ability all such powers and ability duties in relation to the duties of his appointment Company and to the its business and affairs the respective businesses 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 businessGroup Company, 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 conferred on him or vested in him by the Board together with such person or persons as the Company or Board may appoint to act jointly with him;
(f) shall obey the reasonable and lawful directions by or under the authority of the Board;
3.1.3 (g) use his best all reasonable endeavours to promote and protect further the business and interests of the Company and always give it any other Group Company;
(h) subject as hereinafter provided unless prevented by incapacity, illness or injury or with the benefit prior agreement of the Board, devote, during normal working hours and such additional times as provided for at clause 5 below, the whole of his knowledgetime, expertise, attention and 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 to the furtherance of the businesses and efficient mannerinterests of the Company and the other Group Companies;
3.1.5 faithfully and diligently (i) in pursuance of his duties hereunder perform well in those duties and exercise without additional remuneration such powers consistent with them which are services for any other Group Company as the Board may from time to time assigned to or vested in himreasonably require;
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 requestedj) of his conduct of the business, finances or affairs or management of serve the Company and at its Group Companies and provide principal place of business at 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX or at such explanations other place or places as the Board may require;
3.1.8 shall reasonably determine provided that the Executive shall not at any time knowingly or recklessly make any untrue or misleading statement relating to be permanently posted outside 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 rulesUnited Kingdom without his prior consent, 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;
(k) undertake such travel both within the United States of America, the United Kingdom and abroad as the Board may require for the proper performance of his duties; and
(l) report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Company or any other Group Company (including without limitation any bribery or corruption) to Chairman of the Audit Committee or the Board immediately on becoming aware of it.
(m) comply with the Articles of Association of the Company;
(n) do such things as are necessary to ensure compliance by himself and the Company and the Corporate Governance Guidelines for Small and Mid-Size Quoted Companies published by the Quoted Companies Alliance (as amended from time to time);
(o) comply with all requirements, recommendations or regulations, (as amended from time to time) of the London Stock Exchange and all regulatory authorities relevant to the Company including the AIM Rules for Companies, the Financial Conduct Authority and any code of practice issued by the Company (as amended from time to time) relating to dealing in the securities of the Company.
4.2 The Executive shall be familiar with and shall comply in all respects with:
(a) the Criminal Justice Xxx 0000, the Financial Services and Markets Xxx 0000, the Companies Xxx 0000 and the Xxxxxxx Xxx 0000;
(b) all legal requirements as to the disclosure of inside information; and
(c) the Company’s anti-corruption and bribery policies and any related procedures, in so far as the same are applicable to the Executive’s employment hereunder and/or as they may apply to the Company, any other Group Company, the trading of the shares and/or stock of the Company and/or any other Group Company, and/or the trading of any instruments or investments that are related to and/or connected with the Company and/or any other Group Company.
4.3 The Executive shall at all times comply with, abide by and accept:
(a) any code that relates to pay and/or bonuses as may be issued from time to time by any regulator and/or pursuant to any Act of Parliament;
(b) the requirements or directions of any regulator;
(c) any remuneration code or policy of the Company or any other Group Company as may exist from time to time; and/or
(d) the Company’s and/or any other Group Company’s determination or interpretation in respect of any of the matters mentioned in this clause 4.3.
4.4 The Executive shall at all times comply with every applicable regulation of any stock or investment exchange anywhere in the world on which the Company’s and/or any other Group Company’s shares and/or stock are listed and/or traded.
4.5 The Executive shall not at any time during the continuance of his contract employment under this Agreement do anything which may in the opinion of employment the Board bring the Company and/or any other Group Company into disrepute or harm the goodwill or the reputation of any Group Company and in particular but without limitation, the Executive will have effect not make any untrue, misleading or disparaging statement in relation to the Company or any other Group Company (or any of its or their employees or officers).
4.6 The Executive shall not after the transfer termination of this Agreement represent himself as if originally being employed by or connected with the Company or any other Group Company.
4.7 The Executive shall not at any time during the continuance of his employment under this Agreement, without the previous written consent of the Board (to be given or withheld by the Board in its absolute discretion), either as principal, employee or agent, carry on or be engaged, concerned or interested either directly or indirectly in any other trade, profession, business or occupation (including any public or private activity which in the reasonable opinion of the Board may interfere with the proper performance of his duties) or hold any directorship or other office in any company or other body whether incorporated or unincorporated.
4.8 Without prejudice to the generality of clause 4.7, the Executive shall not during the continuance of his employment under this Agreement introduce to any other person, firm or corporation, business of a kind in which the Company or any other Group Company is for the time being engaged or capable of becoming engaged or with which the Company or any other Group Company is able to deal in the course of the business for the time being carried on or planned by the Board to be carried on, and he shall not have any financial benefit from contracts made between by the Company or any other Group Company with any third party (including but not limited to any supplier to the Company or any Group Company) without the prior written consent of the Board.
4.9 The Executive shall at all times give to the Board and to the Company’s auditors for the time being all such information, explanations, data and assistance as they may require in connection with the Company’s (or any other Group Company’s) business.
4.10 With the exception of the interests disclosed by the Executive and acknowledged by the transfereeCompany in Clause 4.12 below, during the continuance of the Executive’s employment under this Agreement, the Executive shall not hold any shares, securities or have any interest of any kind in any company (other than the Company or any other Group Company) or other business organisation, save that the Executive may hold not more than five per cent of the issued shares or other securities of any class of any one company which is not a competitor of the Company or any other Group Company, where such shares or other securities are listed or dealt in on a recognised investment exchange in the United Kingdom or elsewhere, and are to be held by the Executive for investment purposes only.
4.11 The Executive shall avoid situations where his personal interests conflict with the interests of the Company or any other Group Company or any of its or their customers. If the Executive believes that any such conflict of interest may exist he shall disclose the same to the Board without delay. The Executive shall not, without the consent of the Board from time to time, accept any gift or favour of whatever kind from any customer or supplier of the Company or any other Group Company or any prospective customer or supplier of the Company or any other Group Company with a value or cumulative value in excess of £50.
4.12 In relation to the duties and obligations of the Executive contained within this Clause 4, the Executive discloses to the Company, and Company acknowledges the disclosure by the Executive of, the following interests: (i) a 55 per cent. interest in TieMed LLC, an inactive Delaware company, held by the Executive in relation to which the Executive has confirmed that he does not expect to undertake any activity in relation to this interest during the term of this agreement; and (ii) a 100 per cent. interest in Carnethy Consulting LLC, an inactive Delaware company which the Executive does not expect to be active during the term of this agreement (the “Disclosed Interests”). The parties agree that the existence of, and maintenance of the current status of, the Disclosed Interests will not be grounds for termination of this agreement.
Appears in 1 contract
Samples: Service Agreement (Motif Bio PLC)
Duties of the Executive. 3.1 4.1 The Executive shall at carry out such duties as may attach to the Executive's office or be assigned to or vested in the Executive by the Board from time to time (commensurate with his position) and exercise the powers consistent with such duties. Such duties to include responsibility for the Company's publishing business in Europe, including, without limitation: carrier distribution and ongoing carrier management matters; ancillary distribution; handset manufacturer relationships; trade and consumer marketing; and brand/IP licensing.
4.2 At all times (without prejudice to his implied duty of fidelity) during the period of Employment (subject to any restrictions on the Executive's conduct imposed pursuant to sub-clause 12.6) the Executive shall:
(a) unless prevented by ill health and except during holidays taken in accordance with this Agreement (including any period of suspension or while on garden leave):
3.1.1 Agreement, devote the whole of his the Executive's working time, attention, skill time and ability attention to the duties of his appointment Employment;
(b) perform the Duties faithfully and to the business diligently;
(c) obey all lawful and affairs reasonable directions of the Group unless prevented by holidayBoard, ill health, accident observe such restrictions 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 limitations as may from time to time be assigned to or vested in him imposed by the BoardBoard 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;
3.1.3 (d) use his best endeavours to promote and protect the interests of the Company and always give it the benefit of his knowledge, expertise, skill Group Companies and ingenuity and shall not knowingly, deliberately do or negligently do willingly permit to be done anything which is harmful to its detriment;those interests; and
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 (e) keep the Board promptly and CEO fully informed (in writing if so requested) of his the Executive's conduct of the business, finances business or affairs or management of the Company and its Group Companies and provide such explanations as the Board CEO may require;.
3.1.8 not at any time knowingly or recklessly make any untrue or misleading statement relating 4.3 The Executive shall (without further remuneration and in addition to the Executive's duties to the Company) if and for so long as the Company or requires during the Employment:
(a) carry out any duties assigned to the Executive in relation to any Group Company; and
3.1.9 comply with (b) act as an officer of any Group Company or hold any other appointment or office as nominee or representative of any Group Company; in each case as if they were to be performed or held by the provisions of the Memorandum and Articles of Associations of the Company and all other Company rules, regulations, policies and procedures from time Executive for or in relation 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.
Appears in 1 contract
Duties of the Executive. 3.1 In the course of his role as [•] of the Company, the Executive is responsible for overseeing the operations of the Company and any Group Company.
3.2 The Executive’s duties are those customarily performed and held by such an officer, with respect to the business of the Company and any Group Company. Such duties shall include, without limitation:
(a) providing technical expertise to the Company and any Group Company with respect to offshore oil production sharing contracts including advising or any policy-based technical consultations for such contracts; and
(b) undertaking such additional or other duties as the Company may from time to time reasonably direct.
3.3 In his capacity as [•] of the Company, the Executive shall at all times (without prejudice to his implied duty of fidelity) during the period of this Agreement Appointment:
(including any period of suspension or while on garden leave):
3.1.1 a) devote the whole of his working time, attention, skill attention and ability to the duties of his appointment Appointment;
(b) faithfully and to diligently perform the business duties and affairs exercise the powers which the Board and the Chief Executive Officer 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 assign to or vested vest in him by the Boardhim;
3.1.3 (c) use his best endeavours to promote promote, protect, develop and protect extend the interests business of the Company;
(d) in the discharge of such duties and in the exercise of such powers observe and comply with all resolutions, regulations and all directions by the Board and the Chief Executive Officer of the Company;
(e) in the absence of any specific directions of the Board and the Chief Executive Officer of the Company (but subject always to the constitutional documents of the Company) have the general control and always give it management of the benefit business of his knowledge, expertise, skill and ingenuity and not knowingly, deliberately or negligently do anything which is to its detrimentthe Company;
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 (f) keep the Board and the Chief Executive Officer of the Company promptly and fully informed (in writing if so requestedrequired) of his conduct actions and activities in the performance of the business, finances or affairs or management of the Company and its Group Companies his duties and provide such explanations as the Board and the Chief Executive Officer of the Company may require;
3.1.8 (g) not at any time knowingly or recklessly make any untrue or misleading statement relating in relation to the Company;
(h) carry out his duties and exercise his powers jointly with any other person or persons appointed or that may be appointed by the Board and the Chief Executive Officer of the Company to act jointly with him;
(i) report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Company to the Board and the Chief Executive Officer of the Company immediately on becoming aware of it;
(j) consent to the Company monitoring and recording any use that he makes of the Company’s electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes;
(k) comply with any electronic communication systems policy that the Company may issue from time to time;
(l) conform to such hours of work as may be reasonably required of him by the Company; and
(m) loyally, well and faithfully serve the Company and endeavour to promote its interests.
3.4 During the Appointment, the Executive shall not:
(a) solicit the employment or engagement of any Key Employee in a business which is in competition with the Company or any Relevant Group Company (whether or not such person would breach their contract of employment or engagement by reason of leaving the service of the business in which they work);
(b) (save as a representative of the Company or with the prior written approval of the Chairman of the Board and the Chief Executive Office of the Company) whether directly or indirectly, paid or unpaid, be engaged or concerned in the conduct of, be or become an employee, agent, partner, consultant or director of or assist or have any financial interest in, any other actual or prospective business or profession which is in competition with the business carried on by the Company or any Group Company and which may interfere, conflict or compete with the proper performance of the Executive’s obligations to the Company; and
(c) take any action to disparage or criticize the Company or any Group Company or any of their employees, officers, directors, owners or customers or to engage in any other action that injures or hinders the business relationships of the Company or any Group Company; and.
3.1.9 comply with the provisions 3.5 The Executive shall be permitted to hold shares or securities of a company any of whose shares or securities are quoted or dealt in on any recognised investment exchange provided that any such holding shall not exceed five per cent. of the Memorandum and Articles of Associations issued share capital of the Company company concerned and all other Company rules, regulations, policies and procedures from time to time in force so far as they are applicable is held by way of a bona fide investment only (“Investment”).
3.6 The Executive shall disclose to the directors of the Company.
3.2 The Company reserves the right Board all matters relating to transfer his spouse (or anyone living as such), their children, stepchildren, parents or any trust or firm whose affairs or actions he controls which, if they applied to the Executive’s contract , would contravene Clause 3.4 or Clause 3.5 to the extent that he has actual knowledge 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 transfereematters.
Appears in 1 contract
Duties of the Executive. 3.1 The 5.1 During the Employment 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):shall:
3.1.1 5.1.1 devote the whole of his working time, attention, attention and 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 Company both during normal business hours and during such additional hours as are necessary for the proper performance of his duties or other incapacity and shall not without as the Company’s prior written consent be directly Board (or indirectly engaged or interested in any capacity in any other business, trade or occupation whatsoeverits authorised management representative) may reasonably require from time to time;
3.1.2 5.1.2 faithfully and diligently perform such duties in connection with the Company and/or the Group and exercise such powers consistent with his position as may from time to time be assigned to or vested in him by the Board;
3.1.3 use his best endeavours Board 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 a standard that 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 acceptable to the Board;
3.1.7 5.1.3 obey the reasonable and lawful directions of the Board;
5.1.4 comply with all the Company’s rules, regulations, policies and procedures from time to time in force; and
5.1.5 keep the Board at all times promptly and fully informed (in writing if so requested) of his conduct of the business, finances or affairs or management business of the Company and its any Group Companies Company and provide such explanations in connection with it as the Board may require.
5.2 The Executive may be required by the Board (acting reasonably) for any period covered by this Agreement and without being entitled to further remuneration:-
5.2.1 in addition to his duties of employment as set out in this Agreement to act as an officer of any Group Company or hold any other appointment or office as nominee or representative of any Group Company; and
5.2.2 to carry out all or any of the duties of the Employment on behalf of any other Group Company by way of temporary (not exceeding 6 months) or permanent secondment to it, provided that any permanent secondment shall be a position of like status to that detailed in Clause 2.
5.3 The Executive accepts that the Company may at its discretion require him to perform other duties or tasks not within the scope of his normal duties and the Executive agrees to perform those duties or undertake those tasks as if they were specifically required under this Agreement.
5.4 During the Employment the Executive shall at all times:-
5.4.1 use his best endeavours to promote the interests and reputation of the Group giving at all times the full benefit of his knowledge, expertise and skill;
3.1.8 not at 5.4.2 refrain from making any time knowingly or recklessly make any untrue false or misleading statement relating to the Company Group.
5.5 The Executive shall not during the Employment without the prior written consent of the Board be employed engaged concerned or interested in any trade, business or profession other than the business of the Group Company; and
3.1.9 comply or accept any other engagement or public office except with the provisions prior written consent of the Memorandum Board but the Executive may nevertheless be or become a Minority Holder.
5.6 The Executive shall not during or after the Employment knowingly or willingly do or cause or permit to be done anything which is calculated or which he knows may tend to prejudice or injure the interests of the Group and Articles if during the Employment the Executive shall learn of Associations any act or omission by any other person whether or not employed by the Company which is calculated or may tend to prejudice or injure the interests of the Company and all other Company rules, regulations, policies and procedures from time he shall promptly report it to time in force so far as they are applicable to the directors an appropriate senior director of the CompanyBoard giving all necessary particulars.
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.
Appears in 1 contract
Samples: Executive Service Agreement (Symmetry Medical Inc.)
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):Agreement:
3.1.1 devote the whole of his working time, attention, skill attention and ability as the Board consider necessary 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 whatsoeverappointment;
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 3.1.3 obey and conform with all lawful and reasonable directions of and be responsible to the Board;
3.1.7 3.1.4 use his best endeavors to promote the interests of the Company and its Group Companies;
3.1.5 keep the this Board promptly and fully informed (in writing if so requested) of his conduct of the business, finances business or affairs or management of the Company and its Group Companies and provide such explanations as the Board reasonably may require;
3.1.8 3.1.6 not at any time knowingly or recklessly make to the Board any untrue or misleading statement relating to the Company or any Group Company; and.
3.1.9 comply with 3.2 The Executive shall (without further remuneration) if and for so long as the provisions Company require during the term of the Memorandum and Articles Agreement; 3.
2.1 carry out the duties of Associations his appointment on behalf of any Group Company; 3.
2.2 act as an officer of any Group Company or hold any other appointment or office on behalf of, or as nominee or representative of the Company and all other Company rulesor any Group Company, regulations, policies and procedures from time unless the Executive determines that such service would present an unreasonable risk of liability to time in force so far as they are applicable or damage to the directors reputation of the Executive or that an unreasonable risk of bankruptcy of the Group Company exists; 3.
2.3 carry out such duties and the duties attendant upon any such appointment as if they were duties to be performed by him on behalf of the Company.
3.2 3.3 The Company reserves hereby agrees to indemnify the right Executive to transfer the Executive’s contract of employment fullest extent permissible under applicable law against any liability (including reasonable legal fees and other expenses) for any act or omission related to his service for the Company or 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 transfereeCompany.
Appears in 1 contract
Samples: Service Agreement (Msu Corp)
Duties of the Executive. During the Employment:
3.1 The the Executive shall undertake and diligently pursue such duties in relation to the Company as the Board shall from time to time entrust to him and shall obey and observe all the lawful and reasonable resolutions of the Board from time to time given or made and, shall devote the whole of his time and attention during business hours (except holidays) to the discharge of his duties hereunder and to the benefit of the Company and shall carry out his duties in a loyal and efficient manner;
3.2 the Executive may be required in pursuance of his duties hereunder to serve not only the Company but also any other Group Company;
3.3 the Executive shall promote the trade and business of the Company and the Group to the best of his ability knowledge and power;
3.4 the Executive shall not willingly do anything to the prejudice of the Company or any other Group Company or of the Group as a whole or any trade or business in which the Company or any other Group Company may for the time being be directly or indirectly interested;
3.5 if the Executive becomes aware of any facts, matters, circumstances or information which may relate to or affect the Company or any other Group Company or any trade or business in which the Company or any other Group Company is for the time being interested he shall forthwith communicate the same in writing to the Board giving full particulars of the matters of which he is aware;
3.6 without prejudice to the generality of clause 3.5 if the Executive becomes aware of any of the following:-
(a) all matters relating to any misconduct, dishonesty or other conduct on the part of employees or directors of the Company or any other Group Company which may be in breach of their contracts of employment or may adversely affect the Company or any one or more members of the Group; and/or
(b) any details relating to any secret process or confidential information which is or may be relevant to the business of the Company or any one or more members of the Group; then he shall immediately communicate the same to the Board;
3.7 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 business and affairs or management of the Company and its Group Companies and provide all such explanations as the Board may require;; and
3.1.8 3.8 the Executive shall not at any time knowingly or recklessly make any untrue or misleading statement relating in relation to the Company or any other Group Company and in addition shall not after the termination of the Employment represent himself as being employed by or connected with the Company or any other 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.
Appears in 1 contract
Samples: Service Agreement (PSC Inc)