Common use of Employment Position and Duties Clause in Contracts

Employment Position and Duties. The Company agrees to employ Executive, and Executive agrees to be employed by the Company, upon the terms and conditions of this Agreement. Upon the Effective Date, Executive shall be employed as the President and Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 2 contracts

Samples: Employment Agreement (Innerworkings Inc), Employment Agreement (Innerworkings Inc)

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Employment Position and Duties. The During the Term, the Company agrees to employ Executivethe Executive and the Executive hereby accepts employment with the Company as its Chief Executive Officer subject to the general supervision, advice and direction of the Company's Chairman of the Board ("Chairman") and the Board, and Executive agrees subject to be employed by the Company, upon the terms and conditions of this Agreement. Upon the Effective DateThe Executive's authority, Executive duties and responsibilities shall be employed consistent with such authority, duties and responsibilities as the President are customary for this position, including, without limitation: supervising and Chief Executive Officer managing all aspects of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive 's businesses; direct responsibility for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer each of the Company's brands; further developing, refining and implementing the Company's strategic growth plans; and overall responsibility for the Company's domestic and international operations. Executive shall also have perform such additional other services and duties and authority commensurate with such positions as the Chairman or Board may from time-to-time designate in his or its sole discretion. During the Term, the Company agrees that Executive will be reasonably assigned nominated for election by its shareholders to the Board. Executive shall comply faithfully, honestly and diligently serve the Company, devote his full working time and attention to his duties, use his best efforts to promote the interests of the Company and follow the reasonable and lawful instructions of the Chairman or the Board. Executive shall carry out his duties in a manner consistent with any policies and procedures established for in compliance with all present and future requirements and limitations of all applicable federal and state laws and regulations. Executive acknowledges and fully understands that by entering into this Agreement, he undertakes a fiduciary relationship with the Company employeesand, includingas a fiduciary, without limitation, those policies is under an obligation to use due care and procedures contained act in the best interest of the Company at all times. Executive agrees that he shall at all times observe and be bound by all rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company’s employee handbook previously delivered 's officers and employees and which do not otherwise conflict with this Agreement. Executive shall not engage in any other business that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of publicly-owned companies or other businesses which will not interfere or conflict with his duties. Executive may, with the prior written consent of the Chairman, sit on the board of directors of one other company, provided that it is not a direct competitor or vendor of the Company. The Company shall indemnify Executive in the performance of his duties and responsibilities and advance expenses in connection with such indemnification to the same extent as the Company's other senior executives and officers. Executive shall be required to relocate and establish primary residence in reasonable proximity to the Company's headquarters in Pittsburgh, Pennsylvania, or the Company's offices in New York, New York, no later than one hundred eighty (180) days following the Start Date. Sign-on Compensation: Signing Bonus: Executive shall receive a signing bonus (the "Signing Bonus") of Three Million Three Hundred and Thirty-Nine Thousand Dollars ($3,339,000.00), less applicable withholding taxes, payable in a lump sum within 60 days after the execution and delivery of this Agreement; provided that, notwithstanding the foregoing clause of this sentence, in no event shall the Signing Bonus be paid to Executive prior to January 1, 2012. If, prior to the one year anniversary of his Start Date, Executive voluntarily terminates his employment, other than for Good Reason (as defined in Appendix A, attached), if the Company terminates him for Cause (as defined in Appendix A), or if Executive does not commence employment with the Company on the Start Date for any reason, in any case following the payment of the Signing Bonus Executive or his estate shall repay the Company the gross amount of the Signing Bonus, within 30 days of his Termination Date (as defined in Appendix A) or the Start Date, whichever is later. In that event, to the extent permissible under applicable law, the Company may offset the amount of the Signing Bonus owed by Executive from any compensation due to the Executive upon his termination of employment.

Appears in 2 contracts

Samples: Chief Executive Officer Employment Agreement, Chief Executive Officer Employment Agreement (American Eagle Outfitters Inc)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon , for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President chief financial officer and Chief Executive Officer of the Company, reporting to the Board of Directors executive vice president of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties normal duties, responsibilities and carry out functions of the responsibilities assigned chief financial officer and executive vice president of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder, subject to the best power and authority of his ability the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a diligentmanner consistent with the traditional responsibilities of such office. (c) During the Employment Period, businesslike Executive shall (i) render such administrative, financial and efficient manner. Notwithstanding other executive and managerial services to the aboveCompany and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, during (ii) report to the TermCompany’s chief executive officer and the Board, it shall not be a violation and devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of this Agreement for illness or other incapacity and except that Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments andmay, with the consent of the BoardBoard (which consent shall not be unreasonably withheld) serve as a director of an unrelated Person that is not engaged in a Competing Business (as defined below)) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, service on corporate boards, so long as such activities do not interfere with commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the performance business of Executive’s responsibilities in accordance with this Agreement. Executive’s duties the Company and authority shall include all the duties its subsidiaries and authority contemplated unless approved by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive OfficerBoard in writing, Executive shall be the senior most executive officer of the Companynot pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall also have such additional duties perform his duties, responsibilities and authority commensurate with such positions as may be reasonably assigned by functions to the Board. Executive shall comply with any policies Company and procedures established for Company employeesits Subsidiaries hereunder to the best of his abilities in a diligent, including, without limitation, those policies trustworthy and procedures contained in the Company’s employee handbook previously delivered to Executiveprofessional manner.

Appears in 2 contracts

Samples: Employment Agreement (Keystone Automotive Operations Inc), Employment Agreement (Keystone Automotive Operations Inc)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall serve as Executive Vice President and Chief Merchandising Officer of the Company and shall perform the normal duties, responsibilities and functions of an executive officer with similar role of a company of a similar size and type and shall have such power and authority as shall reasonably be employed required to enable Executive to perform Executive’s duties hereunder, subject to the power and authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities of such office. Executive shall be based out of the Company’s New York City buying office but shall be required to spend at least one (1) day each week in the Company’s Fxxxxxxx, New Jersey headquarters; provided, however, that Executive shall be permitted to work remotely during July 2015 and August 2015 (with such exceptions as are reasonably requested by the Company). (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Company’s President and Chief Executive Officer or such other person designated by the Company’s President and Chief Executive Officer from time to time and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, reporting Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of Directors which Executive becomes aware which relate to the business of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of and its Subsidiaries, and unless approved by the Board promptly following the commencement of in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirementsown behalf. Executive shall be deemed perform Executive’s duties, responsibilities and functions to have resigned from the Board and from all other positions with the Company or any of and its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Stores, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the Vice President and Chief Executive Officer of the Company, reporting to the Board of Directors for Real Estate of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of a Vice President for Real Estate of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (COHOES FASHIONS of CRANSTON, Inc.)

Employment Position and Duties. (a) This Agreement shall be effective as of the closing of the Merger, subject to and contingent upon the closing of the Merger. (b) The Company agrees to shall employ the Executive, and the Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (c) During the Employment Period, the Executive shall be employed serve as the President and Chief Executive Officer of the Company, reporting to the Board of Directors and President of the Company (and shall perform the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member normal duties, responsibilities and functions of the Board promptly following the commencement Chief Executive Officer and President of Executive’s employment. Thereafter, during the Term (a company of a similar size and type and shall have such power and authority as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not reasonably be required to enable him to perform his duties hereunder. (d) During the extent prohibited by legal or regulatory requirements. Employment Period, the Executive shall be deemed (i) render such administrative, financial and other executive and managerial services to have resigned from the Company and the Subsidiaries as are consistent with the Executive’s position as the Board and may from time to time reasonably direct, (ii) report to the Board, (iii) devote substantially all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full business time, energy and skill to the faithful performance of his duties hereinfor the Company, (iii) perform such duties in a faithful, effective and shall perform the duties and carry out the responsibilities assigned to him efficient manner to the best of his ability abilities, (iv) devote his best efforts and his business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and the Subsidiaries, (v) hold no other employment, and (vi) submit to the Board all business, commercial and investment opportunities presented to the Executive, or of which the Executive becomes aware, that relate to the business of the Company and the Subsidiaries and, unless approved by the Board in a diligentwriting, businesslike and efficient mannerthe Executive shall not pursue, directly or indirectly, any such opportunities on the Executive’s own behalf. Notwithstanding the above, during the Termthis Section 2(d), it shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees; provided, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as that such activities do not not, individually or in the aggregate, interfere with the Executive’s performance of Executive’s his duties, responsibilities and functions to the Company and the Subsidiaries. The Executive shall perform his duties, responsibilities and functions to the Company and the Subsidiaries hereunder to the best of his abilities in accordance a diligent, trustworthy and professional manner and shall comply with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any Subsidiaries’ policies and procedures established for Company employeesin all material respects. (e) The Executive’s principal employment office will be located at Ittella’s offices in Paramount, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to ExecutiveCalifornia.

Appears in 1 contract

Samples: Employment Agreement (Tattooed Chef, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President and Chief Executive Officer vice president of the Company, reporting to the Board of Directors operations of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of a vice president of operations of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its subsidiaries and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Keystone Automotive Operations Inc)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the Senior Vice President and Chief Executive Officer of the Company, reporting to the Board of Directors – Supply Chain of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of an executive officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Coat Factory Investments Holdings, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the Executive Vice President and Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of a Chief Financial Officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (COHOES FASHIONS of CRANSTON, Inc.)

Employment Position and Duties. The Company agrees to employ ExecutiveEmployee, and Executive Employee agrees to be employed by the Company, upon the terms and subject to the conditions of this Agreement. Upon the Effective Date, Executive Employee shall be employed by the Company as the President and Chief Executive Officer of the CompanyOfficer. In this capacity, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive Employee agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his Employee’s ability and in a diligent, businesslike and efficient manner. Notwithstanding Employee will not engage in any outside business activities that materially interfere with his obligations under this Agreement, and will not render services of a business, professional or commercial nature for compensation or otherwise to any other person or entity without the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the express written consent of the BoardCompany. Notwithstanding the foregoing, service nothing in this Agreement shall preclude Employee from devoting reasonable time for: (i) participating in professional, educational, philanthropic, public interest, charitable or community activities; (ii) providing advice, assistance and counsel to Controlled Affiliates (as defined below) on corporate boardsa basis consistent with past practices; and (iii) managing Employee’s and his family’s personal investments; provided, so long as that any such activities do not materially interfere with the performance of Executive’s responsibilities in accordance with this Agreement. ExecutiveEmployee’s duties and authority responsibilities hereunder. Employee’s duties shall include all the those duties and authority contemplated by the Company’s by-laws and those customarily performed by an officer in Employee’s position and such additional duties as may be assigned from time to time by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be Board of Directors (the senior most executive officer “Board”) of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive Employee shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to ExecutiveEmployee. To the extent there is any conflict between those policies and this Agreement, this Agreement shall govern. Employee shall travel to such places in the United States and elsewhere as the Board directs from time to time as needed.

Appears in 1 contract

Samples: Employment Agreement (Altimar Acquisition Corp. II)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President and Chief Executive Operating Officer of the CompanyCompany and shall perform the normal duties, reporting responsibilities and functions of Chief Operating Officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board and devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall also perform the foregoing duties and functions as Chief Operating Officer of Burlington Coat Factory Holdings, Inc. (“Parent”), as applicable, as the Board of Directors of Parent shall direct, and in such capacity shall report to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirementsParent. Executive shall be deemed perform Executive’s duties, responsibilities and functions to have resigned from the Board and from all other positions with the Company or any of and its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Coat Factory Investments Holdings, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the Senior Vice President – Merchandising, Planning and Chief Executive Officer of the Company, reporting to the Board of Directors Allocation of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of an executive officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Coat Factory Investments Holdings, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President and Chief Executive Officer of the CompanyCompany and of Parent and shall perform the normal duties, reporting responsibilities and functions of a President and Chief Executive Officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of Directors officers of the Company (in a manner consistent with the “Board”)traditional responsibilities of such office. The Board During the Employment Period, Executive shall also take such action as may be necessary to appoint Executive serve as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member and of the Board at of Directors of Parent (“Parent Board”). (c) During the expiration Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board and devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the then current term; provided that Company and its Subsidiaries and (iii) submit to the foregoing nomination Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not be required to the extent prohibited by legal pursue, directly or regulatory requirementsindirectly, any such opportunities on Executive’s own behalf. Executive shall be deemed also perform the foregoing duties and functions as President and Chief Executive Officer of Parent, as applicable, as the Parent Board shall direct, and in such capacity shall report to have resigned from the Board Parent Board. Executive shall perform Executive’s duties, responsibilities and from all other positions with functions to the Company or any of and its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Coat Factory Investments Holdings, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President and Chief Executive Officer of the CompanyCompany and shall perform the normal duties, reporting responsibilities and functions of a Chief Executive Officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of Directors officers of the Company (in a manner consistent with the “Board”)traditional responsibilities of the office of Chief Executive Officer. The Board As of the Commencement Date, Executive shall also take such action as may be necessary to appoint Executive serve as a member of the Board promptly following the commencement of Executive’s employment. Thereafterand, during the Term (as defined below)Employment Period, the Board shall nominate cause Executive to be nominated for reelection election as a member of the Board at and, subject to applicable law, the expiration Company shall use its best efforts to secure such election. Upon the Commencement Date, Executive’s principal place of work shall be located in Burlington, New Jersey. (c) During the then current term; provided that the foregoing nomination Employment Period, Executive shall not be required (i) render such administrative, financial and other executive and managerial services to the extent prohibited by legal or regulatory requirements. Company and its Subsidiaries which are consistent with Executive’s position as Chief Executive shall be deemed Officer, as the Board may from time to have resigned from time direct, (ii) report to the Board and from all devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other positions with incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any of its affiliates voluntarily, without any further action required, upon the termination of such opportunities on Executive’s employment with own behalf. In furtherance of the Company. preceding, Executive agrees to devote his full timeshall perform Executive’s duties, energy responsibilities and skill functions to the faithful performance of his duties herein, Company and shall perform the duties and carry out the responsibilities assigned to him its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient manner. Notwithstanding professional manner and shall devote his full business time and efforts to the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties business and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer affairs of the Company. Executive shall also have such additional duties not become a director of any entity without first receiving the approval of the Nominating and authority commensurate with such positions as may be reasonably assigned by Corporate Governance Committee of the Board. Executive , which shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executivenot be unreasonably withheld.

Appears in 1 contract

Samples: Employment Agreement (Burlington Stores, Inc.)

Employment Position and Duties. The Company agrees to employ ExecutiveEmployee, and Executive Employee agrees to be employed by the Company, upon the terms and subject to the conditions of this Agreement. Upon the Effective Date, Executive Employee shall be employed as by the President Company and shall report to the Chief Executive Officer of the CompanyMCT Group Holdings, reporting to the Board of Directors of LLC (“Holdings”) and the Company (the “BoardCEO”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. ThereafterIn this capacity, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive Employee agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his Employee’s ability and in a diligent, businesslike and efficient manner. Notwithstanding the aboveEmployee will not engage in any outside business activities that materially interfere with his obligations under this Agreement, during the Termand will not render services of a business, it shall not be a violation of professional or commercial nature for compensation or otherwise to any other person or entity. Nothing in this Agreement for Executive to serve on civic shall preclude Employee from devoting reasonable time for: (i) participating in professional, educational, philanthropic, public interest, charitable or charitable boards or committeescommunity activities; and (ii) managing Employee’s and his family’s personal investments; provided, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as that any such activities do not materially interfere with the performance of Executive’s responsibilities in accordance with this Agreement. ExecutiveEmployee’s duties and authority responsibilities hereunder. Employee’s duties shall include all the those duties and authority contemplated by the Company’s by-laws and those customarily performed by the President an officer in Employee’s position and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned from time to time by the BoardCEO, Holdings, or their respective designee. Executive Employee shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to ExecutiveEmployee. To the extent there is any conflict between those policies and this Agreement, this Agreement shall govern. Employee shall travel to such places in the United States and elsewhere as the CEO and the Board directs from time to time as needed.

Appears in 1 contract

Samples: Employment Agreement (Altimar Acquisition Corp. II)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President and Chief Executive Officer vice president of the Company, reporting to the Board of Directors purchasing of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of a vice president of purchasing of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its subsidiaries and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Keystone Automotive Operations Inc)

Employment Position and Duties. (a) This Agreement shall be effective as of the closing of the Merger, subject to and contingent upon the closing of the Merger. (b) The Company agrees to shall employ the Executive, and the Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (c) During the Employment Period, the Executive shall be employed serve as the President and Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties normal duties, responsibilities and carry out functions of the responsibilities assigned President and Chief Executive Officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder. The Executive shall be the best highest-ranking employee in the Company, and shall only be subject to the oversight of the Board. (d) During the Employment Period, the Executive shall (i) render such administrative, financial and other executive and managerial services to the Company and the Subsidiaries as are consistent with the Executive’s position as the Board may from time to time reasonably direct, (ii) report to the Board, (iii) devote his ability commercially reasonable efforts and his business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and the Subsidiaries, and (iv) submit to the Board all business, commercial and investment opportunities presented to the Executive, or of which the Executive becomes aware, that relate to the business of the Company and the Subsidiaries and, unless approved by the Board in a diligentwriting, businesslike and efficient mannerthe Executive shall not pursue, directly or indirectly, any such opportunities on the Executive’s own behalf. Notwithstanding the above, during the Termthis Section 2(d), it shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committeescommittees or continue his involvement in the ventures and activities listed in Exhibit B and to become involved in a reasonably limited number of similar ventures and activities that may arise from time to time; provided, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as that such activities do not not, individually or in the aggregate, interfere with the Executive’s performance of Executive’s his duties, responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all functions to the duties Company and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions Subsidiaries as may be reasonably assigned determined by the Board. The Executive shall perform his duties, responsibilities and functions to the Company and the Subsidiaries hereunder in a diligent, trustworthy and professional manner and shall comply with any the Company’s and the Subsidiaries’ policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in all material respects. (e) The Executive’s principal employment office will initially be located at the Company’s employee handbook previously delivered offices in Tampa Florida, but he may, in his sole discretion, work from additional locations, and he shall be entitled to change his principal employment office to any location where the Company Group then has an office. (f) As of the Effective Date, the Executive shall be appointed as a member of the Board and, thereafter during the Employment Period, the Executive shall, subject to the approval of the shareholders of the Company, continue to be a member of the Board through the earlier to occur of (i) the end of the Employment Period, and (ii) the Executive’s resignation from the Board.

Appears in 1 contract

Samples: Employment Agreement (1347 Capital Corp)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the Senior Vice President and Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of an executive officer with similar role of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office; provided, however, that Executive shall be appointed as the Company’s Senior Vice President and Chief Accounting Officer on or before the date on which the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2011 is filed with the United States Securities and Exchange Commission (the “SEC”) but no earlier than the business day following the date on which the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2011 is filed with the SEC. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Company’s Chief Financial Officer or such other person designated by the Company’s chief executive officer from time to time and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Stores, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the Senior Vice President and Chief Executive Accounting Officer of the Company and shall perform the normal duties, responsibilities and functions of an executive officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities of such office. If Executive is then employed under this Agreement, the Company shall appoint Executive its Chief Financial Officer, with responsibilities inclusive of the Company, reporting to ’s finance functions and such other functions that may be determined by the Board of Directors of the Company, within fifteen months after the Commencement Date; provided, however, that if the Company (the “Board”). The Board shall also take such action as may be necessary to does not appoint Executive as a member of its Chief Financial Officer within fifteen months after the Board promptly following the commencement of Commencement Date, Executive’s employment. Thereafter, during the Term (as defined below), the Board sole remedy shall nominate Executive for reelection as a member be to give notice of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required default to the extent prohibited by legal or regulatory requirements. Company and, if the Company shall fail to cure such default, to terminate this Agreement for Good Reason within the time periods provided for the exercise of such remedy under the definition of Good Reason provided above, failing which Executive shall be deemed to have resigned from irrevocably waived such obligation of the Company. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and from all shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other positions with incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any of its affiliates voluntarily, without any further action required, upon the termination of such opportunities on Executive’s employment with the Companyown behalf. Executive agrees to devote his full timeshall perform Executive’s duties, energy responsibilities and skill functions to the faithful performance of his duties herein, Company and shall perform the duties and carry out the responsibilities assigned to him its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Coat Factory Warehouse Corp)

Employment Position and Duties. The a. During the Term, the Company agrees to employ Executivethe Executive and the Executive hereby accepts employment with the Company as its President subject to the general supervision, advice and Executive agrees direction of the board of directors of the Company (the “Board”) and subject to be employed by the Company, upon the terms and conditions of this Agreement. Upon the Effective DateThe Executive's authority, Executive duties and responsibilities shall be employed consistent with such authority, duties and responsibilities as the President are customary for this position, including, without limitation: supervising and Chief Executive Officer managing all aspects of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive 's businesses; direct responsibility for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time's product lines; further developing, energy refining and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by implementing the Company’s by-laws 's strategic growth plans; and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of overall responsibility for the Company's domestic and international operations. Executive shall also have perform such additional other services and duties as Board may from time-to-time designate in its sole discretion. b. During the Term, the Company agrees to use its commercially reasonable best efforts to ensure that that Executive will be nominated for election by its shareholders to the Board. c. Executive shall faithfully, honestly and authority commensurate with such positions as may be reasonably assigned by diligently serve the Company, devote his full working time and attention to his duties, use his best efforts to promote the interests of the Company and follow the reasonable and lawful instructions of the Chairman or the Board. Executive shall comply carry out his duties in a manner consistent with any and in compliance with all present and future requirements and limitations of all applicable federal, state and provincial laws and regulations, including all applicable corporate and securities laws, and all rules, policies and procedures established for regulations thereunder, to the extent Executive has actual or constructive knowledge of such laws and regulations. Executive acknowledges and fully understands that by entering into this Agreement, he undertakes a fiduciary relationship with the Company employeesand, includingas a fiduciary, without limitation, those policies is under an obligation to use due care and procedures contained act in the best interest of the Company at all times. d. Executive agrees that he shall at all times observe and be bound by all rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company’s employee handbook previously delivered 's officers and employees and which do not otherwise conflict with this Agreement. e. The Company shall indemnify Executive in the performance of his duties and responsibilities, and advance expenses in connection with such indemnification to Executivethe same extent as the Company's other senior executives and officers, all as set forth in Section 11.

Appears in 1 contract

Samples: Employment Agreement (Snipp Interactive Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the Executive Vice President and Chief Executive Officer of the Company, reporting to the Board of Directors – Human Resources of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of an executive officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such human resources, administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Coat Factory Investments Holdings, Inc.)

Employment Position and Duties. The Subject to the terms hereof, the Company hereby agrees to employ Executivethe Executive during the Term (as hereafter defined) to act as, and Executive agrees to be employed by exercise all of the Companypowers and functions of, upon the terms and conditions of this Agreement. Upon the Effective Date, Executive shall be employed as the its President and Chief Executive Officer (“CEO”) and to perform such acts and duties and to generally furnish such services to the Company and its subsidiaries (if any) as are customary for a senior management person with a similar position in like companies. At all times Executive shall report directly to the Board of Directors of the CompanyCompany (“Board”) and shall have such specific powers, reporting to duties and CEO responsibilities as the Board of Directors of the Company (the “Board”). The Board ) shall also take such action as may be necessary from time to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirementstime reasonably prescribe. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive hereby agrees to devote his full time, energy and skill to the faithful performance of his duties herein, accept such employment and shall perform the duties and carry out the responsibilities assigned to him discharge faithfully, diligently, and to the best of his ability abilities such duties and in a diligent, businesslike responsibilities and efficient mannershall devote full working time and efforts to the business and affairs of the Company and its subsidiaries. Notwithstanding the above, during During the Term, it shall not be a violation of this Agreement for Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, committees or engage in other activities that are consistent with the consent Company’s Code of the Board, service on corporate boardsEthics and other Company policies, so long as Executive notifies the Board or an appropriate committee thereof in advance and such service or activities do not significantly interfere with the performance of Executive’s responsibilities in accordance hereunder. Subject to applicable Delaware law, the Company agrees to use its best efforts to cause Executive to be appointed, as soon as practicable hereafter, as a member of the Board to the class of directors with this Agreementthe term expiring at the 2005 annual meeting of the shareholders. Executive’s duties and authority The Company shall include all thereafter use its best efforts to cause the duties and authority contemplated by Executive to be nominated for a seat on the Board at the next annual meeting of the Company’s by-laws and those customarily performed by shareholders, it being acknowledged that such nomination is subject to applicable Delaware law. If the President and Chief Executive Officer. As Chief Executive Officerceases to be an employee of the Company for any reason, Executive agrees that he shall be the senior most executive officer immediately resign as a member of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Entremed Inc)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the Senior Vice President and Chief Executive Officer of the Company, reporting to the Board of Directors – Supply Chain of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of an executive officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such supply chain, administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Coat Factory Investments Holdings, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President and & Chief Executive Financial Officer of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board working at the expiration Company’s offices in City of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarilyIndustry, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties hereinCalifornia, and shall perform the normal duties, responsibilities and functions of an executive officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Torrid Holdings Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the Executive Vice President and Chief Executive Officer of the Company, reporting to the Board of Directors General Counsel of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of an Executive Vice President and General Counsel of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (COHOES FASHIONS of CRANSTON, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President and Chief Executive Officer of the Company, reporting to the Board of Directors Vice President–Planning/Allocation - MIO of the Company (including managing and directing the “Board”). The Board departments of planning/allocation and merchandising information operations) and shall also take perform the normal duties, responsibilities and functions of an executive officer with similar role of a company of a similar size and type and shall have such action power and authority as may shall reasonably be necessary required to appoint enable Executive as a member to perform Executive’s duties hereunder, subject to the power and authority of the Board promptly following to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the commencement Company in a manner consistent with the traditional responsibilities of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s employment. Thereafter, during the Term (position as defined below), the Board shall nominate may from time to time direct, (ii) report directly to the Company’s Chief Executive for reelection as a member Officer (or to the Company’s President if both (x) the positions of Chief Executive Officer and President hereafter become separate and (y) the Board at the expiration of the then current term; provided Chief Executive Officer determines that the foregoing nomination Executive shall report to the President (but the Executive shall not be required to be a direct report of any other executive of the extent prohibited Company)) and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and Xxxxxx XX Execution Version unless approved by legal the Board in writing, Executive shall not pursue, directly or regulatory requirementsindirectly, any such opportunities on Executive’s own behalf. Executive shall be deemed perform Executive’s duties, responsibilities and functions to have resigned from the Board and from all other positions with the Company or any of and its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Stores, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President and Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of a President and Chief Executive Officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (COHOES FASHIONS of CRANSTON, Inc.)

Employment Position and Duties. The a. During the Term, the Company agrees to employ Executivethe Executive and the Executive hereby accepts employment with the Company as its Chief Executive Officer subject to the general supervision, advice and Executive agrees direction of the board of directors of the Company (the “Board”) and subject to be employed by the Company, upon the terms and conditions of this Agreement. Upon the Effective DateThe Executive's authority, Executive duties and responsibilities shall be employed consistent with such authority, duties and responsibilities as the President are customary for this position, including, without limitation: supervising and Chief Executive Officer managing all aspects of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive 's businesses; direct responsibility for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time's product lines; further developing, energy refining and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by implementing the Company’s by-laws 's strategic growth plans; and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of overall responsibility for the Company's domestic and international operations. Executive shall also have perform such additional other services and duties as Board may from time-to-time designate in its sole discretion. b. During the Term, the Company agrees to use its commercially reasonable best efforts to ensure that that Executive will be nominated for election by its shareholders to the Board. c. Executive shall faithfully, honestly and authority commensurate with such positions as may be reasonably assigned by diligently serve the Company, devote his full working time and attention to his duties, use his best efforts to promote the interests of the Company and follow the reasonable and lawful instructions of the Chairman or the Board. Executive shall comply carry out his duties in a manner consistent with any and in compliance with all present and future requirements and limitations of all applicable federal, state and provincial laws and regulations, including all applicable corporate and securities laws, and all rules, policies and procedures established for regulations thereunder, to the extent Executive has actual or constructive knowledge of such laws and regulations. Executive acknowledges and fully understands that by entering into this Agreement, he undertakes a fiduciary relationship with the Company employeesand, includingas a fiduciary, without limitation, those policies is under an obligation to use due care and procedures contained act in the best interest of the Company at all times. d. Executive agrees that he shall at all times observe and be bound by all rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company’s employee handbook previously delivered 's officers and employees and which do not otherwise conflict with this Agreement. e. The Company shall indemnify Executive in the performance of his duties and responsibilities, and advance expenses in connection with such indemnification to Executivethe same extent as the Company's other senior executives and officers, all as set forth in Section 11.

Appears in 1 contract

Samples: Employment Agreement (Snipp Interactive Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the Executive Vice President and Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of a Chief Merchandising Officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (COHOES FASHIONS of CRANSTON, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the Executive Vice President and Chief Executive Officer Head of the Company, reporting to the Board of Directors Human Resources of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of an executive officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Coat Factory Warehouse Corp)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall serve as Executive Vice President and Chief Marketing Officer of the Company and shall perform the normal duties, responsibilities and functions of an executive officer with similar role of a company of a similar size and type and shall have such power and authority as shall reasonably be employed required to enable Executive to perform Executive’s duties hereunder, subject to the power and authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Company’s President and Chief Executive Officer or such other person designated by the Company’s chief executive officer from time to time and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company, reporting Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of Directors which Executive becomes aware which relate to the business of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of and its Subsidiaries, and unless approved by the Board promptly following the commencement of in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirementsown behalf. Executive shall be deemed perform Executive’s duties, responsibilities and functions to have resigned from the Board and from all other positions with the Company or any of and its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Coat Factory Investments Holdings, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President and Chief Executive Officer vice president of the Company, reporting to the Board of Directors marketing of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of a vice president of marketing of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its subsidiaries and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Keystone Automotive Operations Inc)

Employment Position and Duties. (a) This Agreement shall be effective as of the closing of the Merger, subject to and contingent upon the closing of the Merger. (b) The Company agrees to shall employ the Executive, and the Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (c) During the Employment Period, the Executive shall be employed serve as the President [__] of the Company and shall [have the powers, authorities and duties as determined by and directed by the Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member CEO”).]1 / [perform the normal duties, responsibilities and functions of the Board promptly following the commencement Chief Executive Officer and President of Executive’s employment. Thereafter, during the Term (a company of a similar size and type and shall have such power and authority as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not reasonably be required to enable him to perform his duties hereunder.]2 (d) During the extent prohibited by legal or regulatory requirements. Employment Period, the Executive shall be deemed (i) render such administrative, financial and other executive and managerial services to have resigned from the Board Company and from all other positions the Subsidiaries as are consistent with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with position as [the Company. Executive agrees CEO]1 / [the Board]2 may from time to time reasonably direct, (ii) report to [the CEO]1 / [the Board]2, (iii) devote substantially all of his full business time, energy and skill to the faithful performance of his duties hereinfor the Company, (iii) perform such duties in a faithful, effective and shall perform the duties and carry out the responsibilities assigned to him efficient manner to the best of his ability abilities, (iv) devote his best efforts and his business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and the Subsidiaries, (v) hold no other employment, and (vi) submit to the Board all business, commercial and investment opportunities presented to the Executive, or of which the Executive becomes aware, that relate to the business of the Company and the Subsidiaries and, unless approved by the Board in a diligentwriting, businesslike and efficient mannerthe Executive shall not pursue, directly or indirectly, any such opportunities on the Executive’s own behalf. Notwithstanding the above, during the Termthis Section 2(d), it shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees; provided, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as that such activities do not not, individually or in the aggregate, interfere with the Executive’s performance of Executive’s his duties, responsibilities and functions to the Company and the Subsidiaries. The Executive shall perform his duties, responsibilities and functions to the Company and the Subsidiaries hereunder to the best of his abilities in accordance a diligent, trustworthy and professional manner and shall comply with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any Subsidiaries’ policies and procedures established for Company employeesin all material respects. 1Note to Draft: Applies to two individuals. 2 Note to Draft: Applies to one individual. (e) The Executive’s principal employment office will be located at Ittella’s offices in Paramount, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to ExecutiveCalifornia.

Appears in 1 contract

Samples: Employment Agreement (Forum Merger II Corp)

Employment Position and Duties. (a) This Agreement shall be effective as of the closing of the Merger, subject to and contingent upon the closing of the Merger. (b) The Company agrees to shall employ the Executive, and the Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (c) During the Employment Period, the Executive shall be employed serve as the President Chief Operating Officer of the Company and shall have the powers, authorities and duties as determined by and directed by the Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “BoardCEO”). The Board . (d) During the Employment Period, the Executive shall also take (i) render such action administrative, financial and other executive and managerial services to the Company and the Subsidiaries as may be necessary to appoint Executive as a member of are consistent with the Board promptly following the commencement of Executive’s employment. Thereafterposition as the CEO may from time to time reasonably direct, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required ii) report to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from CEO, (iii) devote substantially all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full her business time, energy and skill to the faithful performance of his her duties hereinfor the Company, (iii) perform such duties in a faithful, effective and shall perform the duties and carry out the responsibilities assigned to him efficient manner to the best of his ability her abilities, (iv) devote her best efforts and her business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and the Subsidiaries, (v) hold no other employment, and (vi) submit to the Board all business, commercial and investment opportunities presented to the Executive, or of which the Executive becomes aware, that relate to the business of the Company and the Subsidiaries and, unless approved by the Board in a diligentwriting, businesslike and efficient mannerthe Executive shall not pursue, directly or indirectly, any such opportunities on the Executive’s own behalf. Notwithstanding the above, during the Termthis Section 2(d), it shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees; provided, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as that such activities do not not, individually or in the aggregate, interfere with the Executive’s performance of Executive’s her duties, responsibilities and functions to the Company and the Subsidiaries. The Executive shall perform her duties, responsibilities and functions to the Company and the Subsidiaries hereunder to the best of her abilities in accordance a diligent, trustworthy and professional manner and shall comply with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any Subsidiaries’ policies and procedures established for Company employeesin all material respects. (e) The Executive’s principal employment office will be located at Ittella’s offices in Paramount, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to ExecutiveCalifornia.

Appears in 1 contract

Samples: Employment Agreement (Tattooed Chef, Inc.)

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Employment Position and Duties. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed accept employment by the Company, upon the terms and subject to the conditions of contained in this Agreement. Upon the Effective Date, Executive shall be employed as the President Company's President, and as Chairman and Chief Executive Officer of the True North Diversified Companies (hereinafter, the "True North Diversified Companies"), comprising each of the Company's current direct subsidiaries, or any successor to any thereof, other than the FCB Advertising Entities (as hereinafter defined) and Bozell Worldwide, Inc., which direct subsidiaries shall include, without limitation, Xxxxx Xxxxx, Temerlin XxXxxxx, Bozell Xxxxxx Xxxxxx Group, XxXxxxxxx Xxxxxx, Bozell Wellness Worldwide, TN Technologies, Xxxxxxxxx & Company, reporting Xxxxxxx & Partners, Borders, Xxxxxx and Xxxxxxxxx and Market Growth Resources and the separate media buying companies of the Company and Bozell, or such superior position to which the Executive may be elected or appointed. The FCB Advertising Entities shall mean FCB/Xxxxx Xxxx Partners, Xxxxx, Cone & Xxxxxxx Advertising, Inc., Xxxxx, Cone & Xxxxxxx, Inc., FCB Healthcare, FCB International, FCB Japan, Inc., Xxxxxxx Group and other related Xxxxx, Cone & Xxxxxxx advertising agency entities. The Executive, in his capacity as Chairman and Chief Executive Officer of the True North Diversified Companies, shall report directly to the Board of Directors of the Company (the "Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination ") and shall not be required to report and shall not be directly responsible to any other person, entity, or committee. The Executive's services hereunder shall be performed at the extent prohibited by legal or regulatory requirementsCompany's offices located in New York City except for travel reasonably required to perform such services. During the Term of Employment (as hereinafter defined), the Executive shall be deemed to have resigned from the Board devote substantially all of his business time and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with efforts during the Company. Executive agrees to devote his full time, energy and skill 's normal business hours to the faithful performance of his duties hereinand responsibilities on behalf of the Company in accordance with this Agreement, except for vacations, holidays and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligentsickness; provided, businesslike and efficient manner. Notwithstanding the abovehowever, during the Term, that it shall not be a violation of this Agreement for the Executive to manage his personal finances, investments and business affairs, or to engage in or serve on civic such civic, community, charitable, educational, religious and similar type activities and organizations as he may select, or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent to serve as a director of the Board, service on corporate boardsa reasonable number of business corporations, so long as no such activities do not interfere service as a director is inconsistent with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s his positions and duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executivehereunder.

Appears in 1 contract

Samples: Employment Agreement (True North Communications Inc)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President and Chief Executive Officer of the Company, reporting to the Board of Directors executive vice president of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of an executive vice president of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive's position as the Board may from time to time direct, (ii) report to the Board or the Company's chief executive officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its subsidiaries and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive's own behalf. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Keystone Marketing Services Inc)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the Employment Period. (b) During the Employment Period, Executive shall serve as President & Chief Operating Officer of this Agreementthe Company overseeing and managing the Stores, Real Estate, Supply Chain and Information Technology functions of the Company and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and authority of the Board or the Chief Executive Officer to expand or limit such duties, responsibilities, functions, power and authority. Upon the Effective Commencement Date, Executive’s principal place of work shall be located in Burlington, New Jersey. (c) During the Employment Period, Executive shall be employed (i) render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive’s position as the President and Board or the Chief Executive Officer of the Companymay from time to time direct, reporting (ii) report to the Board Chief Executive Officer and devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of Directors illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the “Board”). The Board shall also take such action as may be necessary Chief Executive Officer all business, commercial and investment opportunities presented to appoint Executive as a member or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board promptly following the commencement of in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirementsown behalf. Executive shall be deemed perform Executive’s duties, responsibilities and functions to have resigned from the Board and from all other positions with the Company or any of and its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient manner. Notwithstanding the above, during the Term, it professional manner and shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of devote Executive’s responsibilities in accordance with this Agreement. Executive’s duties full business time and authority shall include all efforts to the duties business and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer affairs of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Stores, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President and Chief Executive Officer senior vice president of the Company, reporting to the Board of Directors sales of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of a senior vice president of sales of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive's position as the Board may from time to time direct, (ii) report to the Board or the Company's chief executive officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its subsidiaries and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive's own behalf. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Keystone Marketing Services Inc)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President president and Chief Executive Officer chief executive officer of the Company, reporting to the Board of Directors of Holdings and the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of a president and chief executive officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its subsidiaries and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Innophos Investment Holdings, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President and Chief Executive Officer vice president of the Company, reporting to the Board of Directors logistics of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of a vice president of logistics of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its subsidiaries and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Keystone Automotive Operations Inc)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President and Chief Executive Officer of the Company, reporting to the Board of Directors ________________________ of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of an executive officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and (d) functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Coat Factory Investments Holdings, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon , for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President president and Chief Executive Officer of the Company, reporting to the Board of Directors chief executive officer of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties normal duties, responsibilities and carry out functions of the responsibilities assigned president and chief executive officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder, subject to the best power and authority of his ability the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a diligentmanner consistent with the traditional responsibilities of such office. (c) During the Employment Period, businesslike Executive shall (i) render such administrative, financial and efficient manner. Notwithstanding other executive and managerial services to the aboveCompany and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, during (ii) report to the Term, it shall not be a violation Board and devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of this Agreement for illness or other incapacity and except that Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments andmay, with the consent of the BoardBoard (which consent shall not be unreasonably withheld) serve as a director of an unrelated Person that is not engaged in a Competing Business (as defined below)) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, service on corporate boards, so long as such activities do not interfere with commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the performance business of Executive’s responsibilities in accordance with this Agreement. Executive’s duties the Company and authority shall include all the duties its subsidiaries and authority contemplated unless approved by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive OfficerBoard in writing, Executive shall be the senior most executive officer of the Companynot pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall also have such additional duties perform his duties, responsibilities and authority commensurate with such positions as may be reasonably assigned by functions to the Board. Executive shall comply with any policies Company and procedures established for Company employeesits Subsidiaries hereunder to the best of his abilities in a diligent, including, without limitation, those policies trustworthy and procedures contained in the Company’s employee handbook previously delivered to Executiveprofessional manner.

Appears in 1 contract

Samples: Employment Agreement (Keystone Automotive Operations Inc)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President Executive Vice President/General Counsel and Chief Executive Officer of the Company, reporting to the Board of Directors Corporate Secretary of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of an executive officer with similar role of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Company’s Chief Executive Officer or, if the Company does not have a Chief Executive Officer, to the Company's most senior executive officer or body, provided that the Executive may report to another senior executive for succession planning purposes for no more than 60 days in a calendar year, (iii) devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries, and (iv) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Stores, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President of Merchandising, Planning and Chief Executive Officer of the Company, reporting to the Board of Directors Allocation and Marketing of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of an executive officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Coat Factory Investments Holdings, Inc.)

Employment Position and Duties. The Company agrees to employ Executive, and Executive agrees to be employed by the Company, upon the terms and conditions of this Agreement. Upon the Effective Date, Executive shall be employed as the President and Chief Executive Officer of the CompanyCompany reporting to, reporting to and shall become a member of, the Board of Directors of the Company (the “Board). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. In this capacity, Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his ability and in a diligent, businesslike and efficient manner. Notwithstanding the above, during the Termterm of this Agreement, it shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments investments, and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of the Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As , as Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, including without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Innerworkings Inc)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the Executive Vice President and Chief Executive Accounting Officer of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board working at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarilyCompany’s offices in Burlington, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties hereinNew Jersey, and shall perform the normal duties, responsibilities and functions of an executive officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Coat Factory Investments Holdings, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President president and Chief Executive Officer of the Company, reporting to the Board of Directors chief executive officer of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties normal duties, responsibilities and carry out functions of the responsibilities assigned president and chief executive officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder, subject to the best power and authority of his ability the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a diligentmanner consistent with the traditional responsibilities of such office. (c) During the Employment Period, businesslike Executive shall (i) render such administrative, financial and efficient manner. Notwithstanding other executive and managerial services to the aboveCompany and its Subsidiaries which are consistent with Executive's position as the Board may from time to time direct, during (ii) report to the Term, it Board and shall not be devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity and except that Executive may serve as a violation director of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, an unrelated company with the consent of the Board, service on corporate boardswhich consent will not be unreasonably withheld) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, so long as such activities do not interfere with commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the performance business of Executive’s responsibilities in accordance with this Agreement. Executive’s duties the Company and authority shall include all the duties its subsidiaries and authority contemplated unless approved by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive OfficerBoard in writing, Executive shall be the senior most executive officer of the Companynot pursue, directly or indirectly, any such opportunities on Executive's own behalf. Executive shall also have such additional duties perform his duties, responsibilities and authority commensurate with such positions functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy and professional manner. (d) During the Employment Period, Executive shall serve as may be reasonably assigned by a member of the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Keystone Marketing Services Inc)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as an executive vice president and the President and Chief Executive Officer of the Company, reporting to the Board of Directors chief financial officer of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of an executive vice president and chief financial officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive's position as the Board may from time to time direct, (ii) report to the Board or the Company's chief executive officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its subsidiaries and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive's own behalf. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Keystone Marketing Services Inc)

Employment Position and Duties. The Company agrees to employ ExecutiveEmployee, and Executive Employee agrees to be employed by the Company, upon the terms and subject to the conditions of this Agreement. Upon the Effective Date, Executive Employee shall be employed by the Company as the President Chief Financial Officer and shall report to the Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “BoardCEO”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. ThereafterIn this capacity, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive Employee agrees to devote his Employee’s full time, energy and skill to the faithful performance of his Employee’s duties herein, and shall perform the duties and carry out the responsibilities assigned to him Employee to the best of his Employee’s ability and in a diligent, businesslike and efficient manner. Notwithstanding the aboveEmployee will not engage in any outside business activities that materially interfere with Employee’s obligations under this Agreement, during the Termand will not render services of a business, it shall not be a violation of professional or commercial nature for compensation or otherwise to any other person or entity. Nothing in this Agreement for Executive shall preclude Employee from devoting reasonable time for: (i) participating in professional, educational, philanthropic, public interest, charitable or community activities; (ii) providing advice, assistance and counsel to serve Controlled Affiliates (as defined below) on civic or charitable boards or committeesa basis consistent with past practices; and (iii) managing Employee’s and Employee’s family’s personal investments; provided, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as that any such activities do not materially interfere with the performance of Executive’s responsibilities in accordance with this Agreement. ExecutiveEmployee’s duties and authority responsibilities hereunder. Employee’s duties shall include all the those duties and authority contemplated by the Company’s by-laws and those customarily performed by the President an officer in Employee’s position and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned from time to time by the CEO, the Board of Directors of the Company (the “Board”), or their respective designee or successor. Executive Employee may be appointed to such other officer positions of other Company Entities (as defined below) as determined by the Board from time to time, for no additional compensation. Employee shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.and

Appears in 1 contract

Samples: Employment Agreement (Fathom Digital Manufacturing)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President Chief Accounting Officer and Chief Executive Officer of the Company, reporting to the Board of Directors Treasurer of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of a Chief Accounting Officer and Treasurer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (COHOES FASHIONS of CRANSTON, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the Executive Vice President and – Merchandising, Chief Executive merchandising Officer of the Company, reporting to the Board of Directors of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of an executive officer with similar role of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Company’s Chief Executive Officer or such other person designated by the Company’s chief executive officer from time to time and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Coat Factory Investments Holdings, Inc.)

Employment Position and Duties. (a) The Company agrees to shall employ Executive, Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the President and Chief Executive Officer vice president of the Company, reporting to the Board of Directors customer development of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of a vice president of customer development of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive's position as the Board may from time to time direct, (ii) report to the Board or the Company's chief executive officer and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its subsidiaries and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive's own behalf. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Keystone Marketing Services Inc)

Employment Position and Duties. (a) This Agreement shall be effective as of the closing of the Merger, subject to and contingent upon the closing of the Merger. (b) The Company agrees to shall employ the Executive, and the Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (c) During the Employment Period, the Executive shall be employed serve as the President Director of Research and Development of the Company and shall have the powers, authorities and duties as determined by and directed by the Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “BoardCEO”). The Board . (d) During the Employment Period, the Executive shall also take (i) render such action administrative, financial and other executive and managerial services to the Company and the Subsidiaries as may be necessary to appoint Executive as a member of are consistent with the Board promptly following the commencement of Executive’s employment. Thereafterposition as the CEO may from time to time reasonably direct, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required ii) report to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from CEO, (iii) devote substantially all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full her business time, energy and skill to the faithful performance of his her duties hereinfor the Company, (iii) perform such duties in a faithful, effective and shall perform the duties and carry out the responsibilities assigned to him efficient manner to the best of his ability her abilities, (iv) devote her best efforts and her business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and the Subsidiaries, (v) hold no other employment, and (vi) submit to the Board all business, commercial and investment opportunities presented to the Executive, or of which the Executive becomes aware, that relate to the business of the Company and the Subsidiaries and, unless approved by the Board in a diligentwriting, businesslike and efficient mannerthe Executive shall not pursue, directly or indirectly, any such opportunities on the Executive’s own behalf. Notwithstanding the above, during the Termthis Section 2(d), it shall not be a violation of this Agreement for the Executive to serve on civic or charitable boards or committees; provided, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as that such activities do not not, individually or in the aggregate, interfere with the Executive’s performance of Executive’s her duties, responsibilities and functions to the Company and the Subsidiaries. The Executive shall perform her duties, responsibilities and functions to the Company and the Subsidiaries hereunder to the best of her abilities in accordance a diligent, trustworthy and professional manner and shall comply with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any Subsidiaries’ policies and procedures established for Company employeesin all material respects. (e) The Executive’s principal employment office will be located at Ittella’s offices in Paramount, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to ExecutiveCalifornia.

Appears in 1 contract

Samples: Employment Agreement (Tattooed Chef, Inc.)

Employment Position and Duties. (a) The Company agrees to employ Executive, hereby employs Executive and Executive agrees to be employed by hereby accepts employment with the Company, upon the terms and conditions of set forth in this Agreement. Upon Agreement for the Effective DateEmployment Period. (b) During the Employment Period, Executive shall be employed serve as the Executive Vice President and Chief Executive Officer of the Company, reporting to the Board of Directors – Stores of the Company (the “Board”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. Thereafter, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the normal duties, responsibilities and functions of an executive officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive’s duties hereunder, subject to the power and carry out authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities assigned of such office. (c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to him the Company and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct, (ii) report to the Board or the Company’s chief executive officer and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive’s own behalf. Executive shall perform Executive’s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his ability and Executive’s abilities in a diligent, businesslike trustworthy and efficient professional manner. Notwithstanding the above, during the Term, it shall not be a violation of this Agreement for Executive to serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement. Executive’s duties and authority shall include all the duties and authority contemplated by the Company’s by-laws and those customarily performed by the President and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned by the Board. Executive shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Executive.

Appears in 1 contract

Samples: Employment Agreement (Burlington Coat Factory Warehouse Corp)

Employment Position and Duties. The Company agrees to employ ExecutiveEmployee, and Executive Employee agrees to be employed by the Company, upon the terms and subject to the conditions of this Agreement. Upon the Effective Date, Executive Employee shall be employed by the Company as the President Chief Financial Officer and Chief Executive Officer of the Company, reporting shall report to the Board of Directors President of the Company (the “BoardPresident”). The Board shall also take such action as may be necessary to appoint Executive as a member of the Board promptly following the commencement of Executive’s employment. ThereafterIn this capacity, during the Term (as defined below), the Board shall nominate Executive for reelection as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements. Executive shall be deemed to have resigned from the Board and from all other positions with the Company or any of its affiliates voluntarily, without any further action required, upon the termination of Executive’s employment with the Company. Executive Employee agrees to devote his full time, energy and skill to the faithful performance of his duties herein, and shall perform the duties and carry out the responsibilities assigned to him to the best of his Employee’s ability and in a diligent, businesslike and efficient manner. Notwithstanding the aboveEmployee will not engage in any outside business activities that materially interfere with his obligations under this Agreement, during the Termand will not render services of a business, it shall not be a violation of professional or commercial nature for compensation or otherwise to any other person or entity. Nothing in this Agreement for Executive shall preclude Employee from devoting reasonable time for: (i) participating in professional, educational, philanthropic, public interest, charitable or community activities; (ii) providing advice, assistance and counsel to serve Controlled Affiliates (as defined below) on civic or charitable boards or committeesa basis consistent with past practices; and (iii) managing Employee’s and his family’s personal investments; provided, deliver lectures, fulfill speaking engagements, teach at educational institutions, manage personal investments and, with the consent of the Board, service on corporate boards, so long as that any such activities do not materially interfere with the performance of Executive’s responsibilities in accordance with this Agreement. ExecutiveEmployee’s duties and authority responsibilities hereunder. Employee’s duties shall include all the those duties and authority contemplated by the Company’s by-laws and those customarily performed by the President an officer in Employee’s position and Chief Executive Officer. As Chief Executive Officer, Executive shall be the senior most executive officer of the Company. Executive shall also have such additional duties and authority commensurate with such positions as may be reasonably assigned from time to time by the President, the Board of Managers (the “Board”) of Midwest Composite Technologies, LLC (“Holdings”), or their respective designee. Executive Employee shall comply with any policies and procedures established for Company employees, including, without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to ExecutiveEmployee. To the extent there is any conflict between those policies and this Agreement, this Agreement shall govern. Employee shall travel to such places in the United States and elsewhere as the President and the Board directs from time to time as needed.

Appears in 1 contract

Samples: Employment Agreement (Altimar Acquisition Corp. II)

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