Employee’s Responsibilities. 3.1 Employee shall serve as an executive vice president of both the ChoiceCare Parent and the ChoiceCare Operating Company. In such position, Employee shall be responsible for the management and supervision of Employer's operations within his area of responsibility and perform such other duties and responsibilities as shall be requested by the Chief Executive Officers or the boards of directors of Employer, including serving as a senior executive and/or board member of any affiliated company. For purposes of this Agreement, an "affiliated company" means any corporation (other than the Employer) which, now or at any later time, is part of an unbroken chain of corporations (i) that includes the Employer and (ii) in which each corporation in such chain either owns at least 50% of the total combined voting power of all classes of stock in one of the other corporations in such chain or has at least 50% of the total combined voting power of all classes of its stock owned by one of the other corporations in such chain. 3.2 Employee shall devote his full time and best efforts to his employment with Employer and perform diligently such duties as are required by Employer from time to time, which duties shall be consistent with Employee's position with Employer. 3.3 Without the prior written consent of the ChoiceCare Parent, which shall not be unreasonably withheld, during the term of this Agreement Employee shall not, directly or indirectly, render services of a business, professional or commercial nature to any other person or firm, for compensation or otherwise, except in the ordinary course of the business of Employer or any affiliated company. Notwithstanding the foregoing but subject to the following provisions, Employee may serve as a director or trustee of any company, on either a compensated or noncompensated basis, that is not a competitor of Employer or any affiliated company. Employee may retain any director fees, committee fees, stock options, restricted stock awards or other remuneration paid or given to Employee by any such company for such services as a director or trustee. Employee shall notify the ChoiceCare Parent of any appointment to a board of directors or board of trustees, and, notwithstanding the foregoing, Employee shall resign from any board upon the request of the ChoiceCare Parent, provided that the request has a reasonable basis. Employee may also retain any honoraria paid to him, provided that, if the honoraria to be paid for any one appearance or presentation exceeds $2,000, the Chief Executive Officer of the ChoiceCare Parent and the Chairman of the board of directors of the ChoiceCare Parent shall determine, in their sole discretion, whether Employee is entitled to retain the amount in excess of $2,000.
Appears in 3 contracts
Samples: Employment Agreement (Choicecare Corp \Oh\), Employment Agreement (Choicecare Corp \Oh\), Employment Agreement (Choicecare Corp \Oh\)
Employee’s Responsibilities. 3.1 Employee shall serve as an executive vice president the President and Chief Executive Officer of both the ChoiceCare Parent and as the Chief Executive Officer of the ChoiceCare Operating Company. In such positionpositions, Employee shall be responsible for the management and supervision of Employer's operations within his area of responsibility and perform such other duties and responsibilities as shall be requested by the Chief Executive Officers or the boards of directors of Employer, including serving as an executive officer or a senior executive and/or member of the board member of any affiliated company. For purposes of this Agreement, an "affiliated company" means any corporation (other than the Employer) which, now or at any later time, is part of an unbroken chain of corporations (i) that includes the Employer and (ii) in which each corporation in such chain either owns at least 50% of the total combined voting power of all classes of stock in one of the other corporations in such chain or has at least 50% of the total combined voting power of all classes of its stock owned by one of the other corporations in such chain.
3.2 Employee shall devote his full time and best efforts to his employment with Employer and perform diligently such duties as are required by Employer from time to time, which duties shall be consistent with Employee's position with Employer.
3.3 Without the prior written consent of the ChoiceCare Parent, which shall not be unreasonably withheld, during the term of this Agreement Employee shall not, directly or indirectly, render services of a business, professional or commercial nature to any other person or firm, for compensation or otherwise, except in the ordinary course of the business of Employer or any affiliated company. Notwithstanding the foregoing but subject to the following provisions, Employee may serve as a director or trustee of any company, on either a compensated or noncompensated basis, that is not a competitor of Employer or any affiliated company. Employee may retain any director fees, committee fees, stock options, restricted stock awards or other remuneration paid or given to Employee by any such company for such services as a director or trustee. Employee shall notify the ChoiceCare Parent of any appointment to a board of directors or board of trustees, and, notwithstanding the foregoing, Employee shall resign from any board upon the request of the ChoiceCare Parent, provided that the request has a reasonable basis. Employee may also retain any honoraria paid to him, provided that, if the honoraria to be paid for any one appearance or presentation exceeds $2,000, the Chief Executive Officer Chairman of the ChoiceCare Parent Human Resources and the Chairman Compensation Committee of the board of directors of the ChoiceCare Parent shall determine, in their his or her sole discretion, whether Employee is entitled to retain the amount in excess of $2,000.
Appears in 2 contracts
Samples: Employment Agreement (Choicecare Corp \Oh\), Employment Agreement (Choicecare Corp \Oh\)
Employee’s Responsibilities. 3.1 Employee shall serve as an executive vice president Chief Operating Officer of both the ChoiceCare Parent and as the President of the ChoiceCare Operating Company. In such positionpositions, Employee shall be responsible for the management and supervision of Employer's operations within his her area of responsibility and perform such other duties and responsibilities as shall be requested by the Chief Executive Officers or the boards of directors of Employer, including serving as a senior executive and/or board member of any affiliated company. For purposes of this Agreement, an "affiliated company" means any corporation (other than the Employer) which, now or at any later time, is part of an unbroken chain of corporations (i) that includes the Employer and (ii) in which each corporation in such chain either owns at least 50% of the total combined voting power of all classes of stock in one of the other corporations in such chain or has at least 50% of the total combined voting power of all classes of its stock owned by one of the other corporations in such chain.
3.2 Employee shall devote his her full time and best efforts to his her employment with Employer and perform diligently such duties as are required by Employer from time to time, which duties shall be consistent with Employee's position with Employer.
3.3 Without the prior written consent of the ChoiceCare Parent, which shall not be unreasonably withheld, during the term of this Agreement Employee shall not, directly or indirectly, render services of a business, professional or commercial nature to any other person or firm, for compensation or otherwise, except in the ordinary course of the business of Employer or any affiliated company. Notwithstanding the foregoing but subject to the following provisions, Employee may serve as a director or trustee of any company, on either a compensated or noncompensated basis, that is not a competitor of Employer or any affiliated company. Employee may retain any director fees, committee fees, stock options, restricted stock awards or other remuneration paid or given to Employee by any such company for such services as a director or trustee. Employee shall notify the ChoiceCare Parent of any appointment to a board of directors or board of trustees, and, notwithstanding the foregoing, Employee shall resign from any board upon the request of the ChoiceCare Parent, provided that the request has a reasonable basis. Employee may also retain any honoraria paid to himher, provided that, if the honoraria to be paid for any one appearance or presentation exceeds $2,000, the Chief Executive Officer of the ChoiceCare Parent and the Chairman of the board of directors of the ChoiceCare Parent shall determine, in their sole discretion, whether Employee is entitled to retain the amount in excess of $2,000.
Appears in 2 contracts
Samples: Employment Agreement (Choicecare Corp \Oh\), Employment Agreement (Choicecare Corp \Oh\)